UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 7, 2024
iCoreConnect Inc. |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | | 001-41309 | | 86-2462502 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
529 Crown Point Road, Suite 250 Ocoee, FL | | 34761 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (888) 810-7706
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | ICCT | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 7, 2024, iCoreConnect Inc., (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that, following the resignation of Harry Travis from the Company’s board of directors (the “Board”) on June 30, 2024, the Company does not have a Board comprised of a majority of independent directors, an audit committee comprised of three independent directors and a compensation committee comprised of at least two independent directors. Therefore, the Company is no longer eligible for a cure period for majority board independence and audit committee composition as contemplated under Listing Rules 5605(b)(1)(A) and 5605(c)(4).
Under the Listing Rules, the Company has 45 calendar days to submit a plan to regain compliance. If the Company’s plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from August 7, 2024 to evidence compliance.
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 7, 2024, Yvonne Hyland was appointed to the Board of Directors of the Company. Ms. Hyland has also been appointed to the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board. Ms. Hyland will participate in the Company’s standard compensation program for non-employee directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| iCoreConnect Inc. (Registrant) | |
| | | |
Dated: August 12, 2024 | By: | /s/ Robert McDermott | |
| Name: | Robert McDermott | |
| Title: | President and Chief Executive Officer | |
