UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) September 1st, 2021 (September 1st, 2021)

 

iCoreConnect, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

000-52765

 

13-4182867

(Commission File Number)

 

(IRS Employer Identification No.)

 

529 E. Crown Point Road, Suite 250

Ocoee, FL

 

34761

(Address of Principal Executive Offices)

 

(Zip Code)

 

888-810-7706

(Registrant’s Telephone Number, Including Area Code)

 

13506 Summerport Village Pkwy #160, Windermere, FL 34786

(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 (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Explanatory Note

 

On September 1, 2021, iCoreConnect Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its acquisition of substantially all of the assets and business of Spectrum Technology Solutions, LLC, (“STS”), an Arizona limited liability company.

 

The Company is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Original Form 8-K to include (i) unaudited financial statements of STS as of June 30, 2021 and for the six months ended, June 30, 2021 and 2020, (ii) audited financial statements of STS as of, and for the years ended, December 31, 2020 and 2019, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the asset acquisition, required by Items 9.01(a) and 9.01(b) of Form 8-K. This Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filings, nor does it reflect events that may have occurred subsequent to the filing dates of the Original Filings.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

1. The unaudited financial statements of STS and the notes thereto, as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 are included as Exhibit 99.3 hereto and are incorporated herein by reference.

 

2. The audited financial statements of STS and the notes thereto, as of, and for the years ended, December 31, 2020 and 2019, are included as Exhibit 99.2 hereto and are incorporated herein by reference.

 

(b) Pro Forma Financial Information

 

The following unaudited pro forma condensed combined financial information of the Company, giving effect to the asset acquisition, is included in Exhibit 99.4 hereto and is incorporated herein by reference:

 

1. Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021;

 

2. Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2021; and

 

3. Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020.

 

(d) Exhibits

 

Exhibit

No.

 

Description

23.1

 

Consent of BF Borgers CPA PC

99.1

 

Press Release, dated September 15, 2021

99.2

 

Spectrum Technology Solutions, LLC Audited Financial Statements as of, and for the years ended, December 31, 2020 and 2019.

99.3

 

Spectrum Technology Solutions, LLC Unaudited Financial Statements as of June 30, 2021 and for the six months ended June 30, 2021 and 2020.

99.4

 

Unaudited Pro Forma Condensed Combined Financial Information.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

iCoreConnect, Inc.

 

 

(Registrant)

 

 

 

 

 

Dated: August 2, 2022

By:

/s/ Robert McDermott

 

 

 

Robert McDermott

 

 

 

President and Chief Executive Officer

 

 

 

By:

/s/ Archit Shah

 

 

 

Archit Shah, Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

 

 

 
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