As filed with the Securities and Exchange Commission on July 19, 2024
Registration No. 333‑280131
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
iCoreConnect Inc.
(Exact name of registrant as specified in its charter)
Delaware
7372
86-2462502
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(IRS Employer
Identification No.)
529 Crown Point Road, Suite 250
Ocoee, Florida 34761
(888) 810-7706
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Archit Shah
Chief Financial Officer
529 Crown Point Road, Suite 250
Ocoee, Florida 34761
(888) 810-7706
(Names, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Cavas S. Pavri, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
(202) 857-6000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non‑accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
iCoreConnect Inc. (the “Company”) is filing this Amendment No. 2 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-280131) (the “Registration Statement”) as an exhibits-only filing, solely to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. This Amendment does not modify any provision of the prospectus contained in Part I or the balance of Part II of the Registration Statement.
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). FGMC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
**
Previously filed
+
Indicates a management contract or compensatory plan.
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ocoee, State of Florida, on July 19, 2024.
iCoreConnect Inc.
By:
/s/ Robert McDermott
Robert McDermott Chief Executive Officer and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
*
Chief Executive Officer and Director (Principal Executive Officer)
July 19, 2024
Robert McDermott
/s/ Archit Shah
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
July 19, 2024
Archit Shah
*
Director
July 19, 2024
Kevin Patrick McDermott
*
Director
July 19, 2024
John Robert Pasqual
* By: /s/ Archit Shah
Attorney-in-fact
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