Current Report Filing (8-k)
December 07 2017 - 3:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8K
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) December 7, 2017 (November
30, 2017)
iCoreConnect
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
00052765
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13-4182867
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(Commission File
Number)
|
(IRS Employer
Identification No.)
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13506 Summerport
Parkway #160, Windermere, FL
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34786
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(Address of
Principal Executive Offices)
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(Zip
Code)
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8888107706
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8K 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 14a12 under the Exchange
Act (17 CFR 240.14a12)
☐
Precommencement communications pursuant to Rule 14d2(b)
under the Exchange Act (17 CFR 240.14d2(b))
☐
Precommencement communications pursuant to Rule 13e4(c)
under the Exchange Act (17 CFR 240.13e4(c))
Item
2.01.
Completion of Acquisition or Disposition of Assets
On
November 30, 2017 iCoreConnect Inc., a Nevada corporation
(“Buyer”) acquired substantially all of the assets and
business of ICDLogic LLC, a New York limited liability company
(“Seller”), in exchange for (i) 1,940,000 shares of
Common Stock of Buyer, subject to adjustment, and (ii) the
assumption of certain specified debts, liabilities and obligations
of Seller, all upon the terms and conditions set forth in an Asset
Purchase Agreement dated as of November 30, 2017 between
Seller and Buyer (the “Asset Purchase
Agreement”).
The
information provided in this Item 2.01 with respect to the
acquisition of substantially all of the assets and business of the
Seller and the terms and provisions of the Asset Purchase Agreement
are qualified in their entirety by reference to the terms and
provisions of the Asset Purchase Agreement attached hereto as
Exhibit 1 and incorporated herein by reference.
Item 3.02.
Unregistered Sales of Equity Securities
On November
30, 2017, in reliance upon Section 4a(2) of the Securities Act of
1933, as amended. iCoreConnect Inc. issued 1,940,000
shares
of its Common Stock to ICDLogic LLC pursuant to an Asset Purchase
Agreement, a copy of which is attached to this Form 8-K as Exhibit
1
and incorporated
herein by reference. See Item 1.02 of this Form 8-K.
Item
9.01.
Financial Statements and Exhibits
(d)
Exhibits. The
following exhibits are filed with this report:
Exhibit
No.
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Description of
Exhibit
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Asset Purchase
Agreement dated November 30, 2017 between ICDLogic LLC and
iCoreConnect Inc.
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SIGNATURE
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.
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iCORECONNECT
INC.
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|
|
|
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|
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By:
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/s/
Robert
McDermott
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Robert
McDermott
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President and Chief
Executive Officer
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Dated:
December 7, 2017