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) May 8, 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 May 6, 2024, Joseph Gitto, a member of the board of directors (the “Board”) of iCoreConnect Inc. (the “Company”) resigned from his position as member of the Board, including as a member of the audit committee of the Board (the “Audit Committee”). Such resignation was effective immediately.

 

On May 8, 2024, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that, as a result of Mr. Gitto’s resignation from the Board and Audit Committee, the Company is not currently in compliance with Nasdaq Listing Rule 5605, which requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee is comprised of at least three independent directors.

 

The Company currently has four directors, only two of which qualify as independent directors. In addition, the Audit Committee currently is comprised of only two independent directors. In accordance with Nasdaq Listing Rule 5605(b)(1)(A) and 5605(c)(4), the Company has a “cure period” of until the earlier of the Company’s next annual shareholders’ meeting or May 6, 2025, or if the next annual shareholders’ meeting is held before November 4, 2024, then the Company must evidence compliance no later than November 4, 2024. The Company intends to elect one or more independent directors to serve as a member of the Board and the Audit Committee during this cure period.

 

The Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.

 

 

2

 

 

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: May 10, 2024

By:

/s/ Robert McDermott

 

 

Name:

Robert McDermott

 

 

Title:

President and Chief Executive Officer

 

 

 

3

  

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Cover
May 08, 2024
Cover [Abstract]  
Entity Registrant Name iCoreConnect Inc.
Entity Central Index Key 0001906133
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date May 08, 2024
Entity Ex Transition Period false
Entity File Number 001-41309
Entity Incorporation State Country Code DE
Entity Tax Identification Number 86-2462502
Entity Address Address Line 1 529 Crown Point Road
Entity Address Address Line 2 Suite 250
Entity Address City Or Town Ocoee
Entity Address State Or Province FL
Entity Address Postal Zip Code 34761
City Area Code 888
Local Phone Number 810-7706
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol ICCT
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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