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 31, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02 to the extent required herein.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 31, 2024, iCoreConnect Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders in a virtual format (the “Meeting”), at which the Company’s stockholder of record voted on the proposals set forth below, each of which is described in detail in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2024, which was first mailed by the Company to its stockholders on or about May 13, 2024.

 

As of April 2, 2024, the record date for the Meeting, there were 10,150,753 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company issued and outstanding and entitled to vote at the Meeting. A total of 6,580,020 shares of the Common Stock, representing approximately 64.82% of the issued and outstanding shares of the Common Stock, were present in person by virtual attendance or represented by proxy at the Meeting, constituting a quorum for the Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Meeting are included below.

 

Each of the proposals described below, with the exception of Proposal 9, was approved by the Company’s stockholders of record.

 

Proposal 1:

 

Election of Directors:    The four nominees named in the Proxy Statement were elected to serve a one-year term ending at the 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, based upon the following votes:

 

Election of Directors

 

For

 

 

Votes Withheld

 

Robert McDermott

 

 

4,070,736

 

 

 

217,217

 

Kevin McDermott

 

 

4,022,301

 

 

 

265,652

 

John Pasqual

 

 

4,054,766

 

 

 

233,187

 

Harry Travis

 

 

3,828,424

 

 

 

459,529

 

 

 
2

 

 

Proposal 2:

 

To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For

 

 

Against

 

 

Abstentions

 

 

6,305,291

 

 

 

250,933

 

 

 

23,796

 

 

Proposal 3:

 

The approval of certain amendments to and to increase the available number of shares allowable for issue under the 2023 Stock Plan.

 

For

 

 

Against

 

 

Abstentions

 

 

4,010,188

 

 

 

277,716

 

 

 

49

 

 

Proposal 4:

 

For purposes of complying with Nasdaq Listing Rule 5635(d), to approve the issuance of up to 2,500,000 shares of Company common stock upon the conversion of certain convertible promissory notes and upon the exercise of certain warrants issued in private placements.

 

For

 

 

Against

 

 

Abstentions

 

 

4,154,171

 

 

 

119,293

 

 

 

14,489

 

 

Proposal 5:

 

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock upon conversion of the Notes (as defined in the proxy statement for the annual meeting) without regard to any limitations on conversion set forth in the Notes and assuming all Notes have been issued and all adjustments with respect to such issuances that shall have been made to the Notes, including but not limited to the issuance of more than 20% of the Company’s issued and outstanding common stock on the date of the respective Notes.

 

For

 

 

Against

 

 

Abstentions

 

 

4,111,118

 

 

 

162,744

 

 

 

14,091

 

 

Proposal 6:

 

The approval, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of more than 20% of the company’s issued and outstanding common stock.

 

For

 

 

Against

 

 

Abstentions

 

 

4,096,054

 

 

 

189,038

 

 

 

2,861

 

 

Proposal 7:

 

The approval of the amendment to the Company's amended and restated certificate of incorporation to grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock.

 

For

 

 

Against

 

 

Abstentions

 

 

6,147,378

 

 

 

431,185

 

 

 

1,457

 

 

 
3

 

 

Proposal 8:

 

The approval of the amendment to the Company’s amended and restated certificate of incorporation to increase the total number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares.

 

For

 

 

Against

 

 

Abstentions

 

 

6,015,016

 

 

 

563,572

 

 

 

1,432

 

 

Proposal 9:

 

The approval of the amendment to the Company’s amended and restated certificate of incorporation to remove the requirement for a majority vote of the Company’s voting power.

 

For

 

 

Against

 

 

Abstentions

 

 

4,039,441

 

 

 

244,523

 

 

 

3,989

 

 

Proposal 10:

 

The approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Proposal 3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8 or Proposal 9.

 

For

 

 

Against

 

 

Abstentions

 

 

6,020,929

 

 

 

553,145

 

 

 

5,946

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.1

 

Amendment to Amended and Restated Certificate of Incorporation of iCoreConnect, dated May 31, 2024

104

 

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

 

 
4

 

 

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 31, 2024

By:

/s/ Robert McDermott

 

 

Name:

Robert McDermott

 

 

Title:

President and Chief Executive Officer

 

 

 
5

 

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Cover
May 31, 2024
Cover [Abstract]  
Entity Registrant Name iCoreConnect Inc.
Entity Central Index Key 0001906133
Document Type 8-K
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Emerging Growth Company true
Document Period End Date May 31, 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
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 810-7706
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol ICCT
Security Exchange Name NASDAQ

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