UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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) April 1016, 2025

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 250Ocoee, FL		34761
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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On April 1016, 2025, iCoreConnect, Inc. (the “Company”) ~~entered~~received ~~into~~ a ~~Revolving~~letter ~~Loan Agreement~~ (the “~~Revolving Loan Agreement~~Letter”) ~~with~~from anthe ~~institutional~~staff ~~investor~~of the Listing Qualifications Department (the “~~Lender~~Staff”). ~~Pursuant~~of toThe ~~and~~Nasdaq ~~under~~Stock ~~the~~Market ~~terms~~LLC of(“Nasdaq”), ~~the~~which ~~Revolving~~notified ~~Loan Agreement,~~ the Company ~~issued~~that tosince ~~the~~it ~~Lender~~had anot ~~revolving~~yet ~~note~~filed ~~dated~~its ~~April~~Form 10-K for the period ended December 31, ~~2025~~2024, init ~~the~~no ~~principal~~longer ~~amount~~complied ofwith upNasdaq toListing ~~$2,180,000~~Rule 5250(~~the~~c)(1) ~~“Revolving~~for ~~Note”~~continued ~~and~~listing. ~~such~~The ~~amount,~~Staff ~~the~~indicated ~~“Maximum~~that ~~Outstanding~~this ~~Amount”),~~matter ~~which~~would serve as an additional basis for delisting the Company’s ~~may~~securities. ~~draw~~The ~~upon~~Staff atadvised ~~its~~the ~~discretion~~Company ~~from~~that ~~time~~the toNasdaq ~~time~~Hearings ~~(the~~Panel (“~~Financing~~Panel”). ~~Terms~~that ~~used~~heard ~~herein~~the ~~but~~Company’s ~~not~~submission ~~defined~~will inconsider this ~~Current~~matter ~~Report~~in their decision regarding the Company’s continued listing on ~~Form~~The ~~8-K~~Nasdaq ~~shall~~Capital ~~have~~Market and that the ~~same~~Company ~~meaning~~should ~~assigned~~present its views with respect to ~~them~~this inadditional deficiency to the ~~Revolving~~Panel ~~Loan~~in ~~Agreement~~writing no later than April 23, 2025.

~~The~~Item ~~Revolving~~8.01 ~~Note~~Other bears interest at the rate of 18% per annum calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue interest daily commencing from the date of any draw down until paid in fullEvents.

On ~~the~~March ~~first~~26, ~~anniversary of the Closing Date~~2025, the ~~entire~~Company ~~Payment~~filed ~~Amount~~a ~~(or,~~Form if8-K anstating ~~Event~~that ofon ~~Default~~March ~~shall~~10, ~~have previously occurred~~2025, ~~the~~it ~~Default~~had ~~Amount)~~received ~~shall~~notice ~~become~~from ~~due~~PIGI ~~and~~Solutions, ~~payable~~LLC (~~the~~ “~~Maturity Date~~PIGI”). ~~All~~that ~~outstanding~~PIGI ~~Revolving~~was ~~Loans:~~exercising ~~(i)~~its ~~shall~~purported beright ~~payable~~as ina ~~full~~secured oncreditor under the ~~Maturity~~Uniform ~~Date~~Commercial orCode ~~may~~(Del. beUCC ~~paid~~§ ~~or pre~~9-~~paid,~~613) into ~~whole~~conduct ora inpublic ~~part,~~auction toof ~~the~~substantially ~~Lender~~all ~~prior~~of to the ~~Maturity~~Company’s ~~Date,~~personal ~~and~~property. ~~(ii)~~PIGI ~~may~~has ~~thereafter~~indicated bethat ~~borrowed or reborrowed, subject to~~ the ~~terms~~closing of the ~~Revolving~~auction ~~Loan~~is ~~Agreement.~~to ~~All~~occur ~~payments~~on ofor ~~principal~~after ofMay ~~any~~9, ~~Revolving~~2025. ~~Loan~~PIGI orclaims ~~Revolving~~the ~~Loans~~Company ~~thereunder~~owes ~~shall~~$2,434,243 bein ~~accompanied~~principal byand ~~the~~interest. ~~payment~~The inamounts ~~full~~arise out of ~~all~~finder’s ~~accrued~~fee ~~and~~agreement ~~unpaid~~discussed ~~interest thereon~~below. NoThe ~~Revolving~~Company ~~Loans~~stated ~~may~~in besuch ~~requested~~Form or8-K ~~made~~that ~~hereunder~~it ondisputes ~~any~~the ~~date~~alleged ~~that~~indebtedness isand ~~after~~PIGI’s ~~the~~right ~~tenth~~to ~~(10th)~~conduct ~~business~~an ~~day~~auction ~~preceding~~of ~~the~~its ~~Maturity Date~~assets.

~~The~~On ~~Revolving~~April ~~Loan~~7, ~~Agreement~~2025, ~~contains~~the ~~customary~~Company ~~events~~filed ofa ~~default~~Form 8-K stating on April 4, 2025, the Company and its wholly-owned subsidiary, iCore Midco Inc., Ifa anNevada ~~event~~corporation (“Midco”) filed a complaint in the United States District Court Middle District of ~~default~~Florida ~~occurs~~initiating a civil action against PIGI and John Schneller (the “Defendants”). In the complaint, the ~~Lender~~Company ~~may~~and ~~accelerate~~Midco assert, among other claims, that the ~~indebtedness~~Defendants fraudulently induced Midco into a finder’s fee agreement, under ~~the~~which ~~Revolving~~PIGI ~~Loan~~acted ~~Agreement~~as an unregistered broker-dealer, and anthat ~~amount~~the ~~equal~~finder’s tofee ~~120%~~agreement is voidable under Section 29(b) of the ~~outstanding~~Securities ~~principal~~Exchange ~~amount~~Act ~~and~~of ~~accrued~~1934. ~~and~~The ~~unpaid~~relief ~~interest~~requested ~~plus~~includes, among other ~~amounts~~things, ~~costs,~~rescission ~~expenses~~of the finder’s fee agreement and~~/or~~ ~~liquidated~~related ~~damages~~loan ~~due~~documents, ~~under~~injunctive orrelief inagainst ~~respect~~PIGI oftaking ~~the~~any ~~Loan~~further ~~Documents~~action ~~for~~to enforce the ~~Financing~~finder’s fee agreement, ifand ~~any~~monetary damages.

~~The~~As ~~Revolving~~previously ~~Loan~~disclosed, ~~Agreement~~on ~~also~~April ~~provides~~4, ~~that~~2025, ~~from~~along with the ~~date~~complaint, of the ~~Revolving~~Company ~~Loan~~and ~~Agreement~~Midco ~~until~~filed ~~the~~an ~~earlier~~emergency tomotion ~~occur~~for ofa ~~(i)~~temporary ~~the~~restraining ~~Maturity~~order ~~Date~~ and ~~(ii)~~for ~~the~~a ~~repayment~~preliminary ininjunction ~~full~~to ofenjoin ~~any~~PIGI ~~Revolving~~from ~~Loans~~conducting in the ~~Payment~~auction. ~~Amount~~On April 16, 2025, the Company ~~will~~was ~~use~~advised ~~its~~that ~~reasonable~~a ~~best~~ruling ~~efforts~~on tothe ~~consummate~~Company's atemporary ~~public~~restraining ~~offering~~order ofwould ~~not~~be ~~less~~issued ~~than~~by $5April 25,~~000,000~~ ~~as soon as practicable~~2025.

The Revolving Loan Agreement and the Revolving Note contain negative covenants on the part of the Company and customary representations, warranties, conditions and indemnification obligations of the parties. Among other things, the Company shall not directly or indirectly, with certain exceptions: (i) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its common stock or common stock equivalents; or (ii) incur, repay in an amount in excess of $100,000, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness, or make any singular payment exceeding $25,000. In addition, the Revolving Loan Agreement provides that an Event of Default shall have occurred if any of Adam Chambers, Angel Liriano, David Piedra and/or Joseph Tung (or any of their respective replacements or successors as may be designated by the Lender) shall have been removed as a member of the Board of Directors without the prior written consent of the Lender.2

The form of Revolving Loan Agreement and Revolving Note (collectively, the “Transaction Documents”), have been attached as exhibits to this Current Report on Form 8-K to provide security holders with information regarding their terms. Except for their status as contractual documents that establish and govern the legal relations between the parties with respect to the transaction described above, the Transaction Documents are not intended to be a source of factual, business or operational information about the parties. Representations and warranties may be used as a tool to allocate risks between the parties to the Transaction Documents, including where the parties do not have complete knowledge of all facts, instead of establishing these matters as facts. Furthermore, they may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. The assertions embodied in such representations and warranties are qualified by information contained in disclosure schedules that the parties exchanged in connection with signing the Transaction Documents. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, because they were only made as of the date of the Transaction Documents and are modified in important part by the underlying disclosure schedules in the Transaction Documents. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Transaction Documents, which subsequent information may or may not be fully reflected in the Company’s public disclosures.SIGNATURES

~~The~~Pursuant ~~foregoing description of the Transaction Documents is not complete and each is qualified in its entirety by reference~~ to the ~~full~~requirements ~~text~~ of the ~~Transaction~~Securities ~~Documents,~~Exchange ~~copies~~Act of ~~which~~1934, ~~are~~the ~~filed~~Registrant ashas ~~exhibits~~duly tocaused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K~~behalf ~~and~~by ~~are~~the ~~incorporated~~undersigned byhereunto ~~reference~~duly ~~herein~~authorized.

	iCoreConnect Inc. (Registrant)

Dated: April 21, 2025	By:	/s/ Robert McDermott
	Name:	Robert McDermott
	Title:	President and Chief Executive Officer

~~Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~3

On April 10, 2025, Kevin McDermott resigned from his position as member of the Company’s board of directors (“Board”) effective on such date. Mr. McDermott’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 10, 2025, Adam Chambers, Angel Liriano, David Piedra and Joseph Tung were appointed to the Board of Directors of the Company.

Upon such appointment, the Board committees are as follows: (i) the Company’s Audit Committee shall be Wayne Kalish, John Pasqual and Angel Liriano, (ii) the Company’s Compensation Committee shall be Wayne Kalish, John Pasqual and David Piedra, and (iii) the Company’s Nominating and Governance Committee shall be Wayne Kalish, John Pasqual and Joseph Tung.

All new members will participate in the Company’s standard compensation program for non-employee directors.

Mr. Chambers is affiliated with the Lender described in Item 1.01 above. See Item 1.01 for a description of the agreement between the Company and the Lender which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNumber		Description
10.1		Revolving Loan Agreement, dated April 10, 2025, between iCoreConnect, Inc. and Bowery Consulting Group Inc.
10.2		Revolving Note, dated April 10, 2025, between iCoreConnect, Inc. and Bowery Consulting Group Inc.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: April 11, 2025	By:	/s/ Robert McDermott
	Name:	Robert McDermott
	Title:	President and Chief Executive Officer

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