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
January 6,
2023 (January 5, 2023)
Date of Report (Date of earliest event reported)
iCoreConnect Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
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000-52765 |
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13-4182867 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
529
Crown Point Road, Suite
250
Ocoee,
FL |
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34761 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (708) 870-7365
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
Not applicable |
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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 1.01. Entry into a Material Definitive
Agreement.
Merger Agreement
On
January 5, 2023, iCoreConnect Inc., a Nevada corporation (“iCoreConnect”), entered into a Merger Agreement
and Plan of Reorganization (the “Merger Agreement”), by and among iCoreConnect, FG Merger Corp., a Delaware
corporation (“FGMC”), and FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of
FGMC (“Merger Sub”).
The
Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of iCoreConnect, FGMC, and
Merger Sub.
The Business Combination
The
Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated
by the Merger Agreement, Merger Sub will merge with and into iCoreConnect (the “Merger”), with iCoreConnect
surviving as a wholly-owned subsidiary of FGMC. In connection with the Merger, FGMC will change its name to “iCoreConnect Inc.”
The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”
The
Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt
of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect.
Pre-Closing iCoreConnect
Conversions
Prior
to the Closing, (i) each vested issued and outstanding option to purchase iCoreConnect common stock par value $0.001 (“iCoreConnect
Common Stock”) shall be exercised into shares of iCoreConnect Common Stock (ii) each issued and outstanding warrant
to purchase iCoreConnect Common Stock shall be exercised into shares of iCoreConnect Common Stock and (iii) the outstanding principal
together with all accrued and unpaid interest under each iCoreConnect convertible promissory note shall be converted into shares of iCoreConnect
Common Stock.
Pre-Closing FGMC
Conversion
Prior
to the Closing, each share of FGMC common stock par value $0.0001 (“FGMC Common Stock”) shall be converted into
shares of newly issued FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”). The FGMC Preferred
Stock shall have the rights, preferences, powers, privileges and restrictions, qualifications and limitations as set forth in Exhibit D
to the Merger Agreement, including but not limited to:
•
The holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of FGMC.
•
From and after the date of the issuance of any shares of FGMC Preferred Stock, dividends shall accrue at the rate per annum of 12% of
the original issue price for each share of FGMC Preferred Stock, prior and in preference to any declaration or payment of any other dividend
(subject to appropriate adjustments).
•
Dividends shall accrue from day to day and shall be cumulative and shall be payable to each holder of FGMC Preferred Stock within fifteen
(15) business days after the anniversary of the date of the original issuance of the FGMC Preferred Stock as of such date.
•
From the closing of the Business Combination until the second anniversary of the date of the original issuance of the FGMC Preferred Stock,
FGMC may, at its option, pay all or part of the accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares
of FGMC Preferred Stock to the holders thereof.
•
FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC the holders of
the FGMC Preferred Stock then outstanding shall first receive dividends due and owing on each outstanding share of FGMC Preferred Stock.
•
In the event of any liquidation, dissolution or winding up of FGMC, the holders of shares of FGMC Preferred Stock then outstanding shall
be entitled to be paid out of the assets of FGMC available for distribution to its stockholders an amount per share equal to the greater
of (i) one times the applicable original issue price, plus any accrued and unpaid dividends, and (ii) such amount as would have
been payable had all shares of FGMC Preferred Stock been converted into FGMC Common Stock pursuant to the following paragraph immediately
prior to such liquidation, dissolution or winding up, before any payment shall be made to the holders of FGMC Common Stock.
•
After 24 months from the closing of the Business Combination, in the event the closing share price of the FGMC Common Stock shall exceed
140% of the Conversion Price (as defined in the Merger Agreement) then in effect, then (i) each outstanding share of FGMC Preferred
Stock shall automatically be converted into such number of shares of FGMC Common Stock as is determined by dividing the original issue
price by the Conversion Price in effect at the time of conversion and (ii) such shares may not be reissued by FGMC, subject to adjustment.
At the time of such conversion, FGMC shall declare and pay all of the dividends that are accrued and unpaid as of the time of the conversion
by either, at the option of FGMC, (i) issuing additional FGMC Preferred Stock or (ii) paying cash.
•
Each share of FGMC Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without
the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of FGMC Common
Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion, subject to adjustment.
•
Immediately prior to any such optional conversion FGMC shall pay all dividends on the FGMC Preferred Stock being converted that are accrued
and unpaid as of such time by, either, at the option of FGMC: (i) issuing additional FGMC Preferred Stock or (ii) paying cash.
The
foregoing description of the terms of the FGMC Preferred Stock is subject to and qualified in its entirety by reference to the full text
of Exhibit D to the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated herein
by reference.
Business Combination
Consideration
The
aggregate consideration to be received by the iCoreConnect stockholders is based on a pre-transaction equity value of $98,000,000 (subject
to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split,
stock dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change
with respect to shares of FGMC Common Stock, occurring prior to the Closing date). In accordance with the terms and subject to the conditions
of the Merger Agreement, immediately prior to the effective time of the Closing each share of issued and outstanding iCoreConnect Common
Stock, shall be converted into a number of shares of FGMC Common Stock, based on the Exchange Ratio (as defined in the Merger Agreement).
Governance
The
parties have agreed that, effective immediately after the Closing of the Business Combination, the FGMC Board will be comprised of the
directors designated by iCoreConnect by written notice to FGMC and reasonably acceptable to FGMC.
Representations
and Warranties; Covenants
The
Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions
of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective
businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation
of the Business Combination, including by obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities
and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)), and (iii) the
parties preparing and filing a registration statement on Form S-4 and a joint proxy statement with the Securities and Exchange Commission
(the “SEC”) and taking certain other actions to obtain the requisite approval of each party’s stockholders
to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Business Combination, at special
meetings to be called for the approval of such matters.
In
addition, FGMC has agreed to adopt an equity incentive plan, as described in the Merger Agreement.
Conditions to Each
Party’s Obligations
The
obligations of iCoreConnect and FGMC to consummate the Business Combination are subject to certain closing conditions, including, but
not limited to, (i) the approval of FGMC’s stockholders, (ii) the approval of iCoreConnect’s stockholders, (iii) the
expiration or termination of the applicable waiting period under the HSR Act, (iv) FGMC’s Form S-4 registration statement
becoming effective, and (v) FGMC having at least $5,000,001 of net tangible assets following the exercise of stockholder redemption
rights in accordance with FGMC’s charter.
In
addition, the obligations of FGMC and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver)
of other closing conditions, including, but not limited to, (i) the representations and warranties of iCoreConnect being true
and correct to the standards applicable to such representations and warranties and each of the covenants of iCoreConnect having been performed
or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in
connection with the Business Combination; (iii) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred,
(iv) iCoreConnect having effected the conversions of outstanding iCoreConnect option, warrants and convertible promissory notes described
above and (v) the $15 Exercise Price Warrants Purchase Agreement, dated as of February 25, 2022, by and between FGMC and FG
Merger Investors LLC shall have been amended to provide that each $15 Exercise Price Warrant (as defined therein) shall entitle the holder
thereof to purchase one share of FGMC preferred stock, par value $0.0001 per share at the exercise price of $15.00 per share.
The
obligation of iCoreConnect to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions,
including, but not limited to, (i) the representations and warranties of FGMC and Merger Sub being true and correct to the standards
applicable to such representations and warranties and each of the covenants of FGMC and Merger Sub having been performed or complied with
in all material respects and (ii) the shares of FGMC Common Stock issuable in connection with the Business Combination being listed
on the Nasdaq Stock Market.
Termination
The
Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited
to, (i) by mutual written consent of FGMC and iCoreConnect, (ii) by FGMC, on the one hand, or iCoreConnect, on the other hand,
if there is any breach of the representations, warranties, covenant or agreement of the other party as set forth in the Merger Agreement,
in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties
or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods,
(iii) by either FGMC or iCoreConnect if the Business Combination is not consummated 2023 prior to the later of (A) June 1,
2023 and (B) September 1, 2023 if FGMC extends the deadline by which it must complete its initial business combination in accordance
with its amended and restated certificate of incorporation, provided the failure to close by such date is not due to a breach by the terminating
party and (iv) by either FGMC or iCoreConnect if a meeting of FGMC’s stockholders is held to vote on proposals relating to
the Business Combination and the stockholders do not approve the proposals.
A
copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference,
and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other
specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among
the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying
disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally
applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.
FGMC and iCoreConnect do not believe that these schedules contain information that is material to an investment decision.
Certain Related Agreements
iCoreConnect Support Agreement
In connection with the execution of the Merger
Agreement, certain stockholders of iCoreConnect have entered into a support agreement (the “iCoreConnect Support Agreement”)
pursuant to which the stockholders of iCoreConnect that are parties to the iCoreConnect Support Agreement have agreed to vote all shares
of common stock of iCoreConnect beneficially owned by them in favor of the Merger Agreement and related transactions.
The foregoing description of the iCoreConnect Support
Agreement is subject to and qualified in its entirety by reference to the full text of the Form of iCoreConnect Support Agreement, a copy of which
is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Sponsor Support Agreement
In
connection with the execution of the Merger Agreement, FGMC, iCoreConnect, and FG Merger Investors LLC, a Delaware limited liability company
(the “Sponsor”) entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant
to which the Sponsor agreed to, among other things vote at any meeting of the stockholders of FGMC all of its shares of FGMC Common Stock
held of record or thereafter acquired in favor of the proposals relating to the Business Combination.
The foregoing description of the Sponsor Support
Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which
is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreement
In connection with the Closing, the Sponsor, certain
existing stockholders of FGMC and certain existing equityholders of iCoreConnect (each, a “Lock-up Holder”)
will enter into an agreement (the “Lock-Up Agreement”), pursuant to which and subject to certain customary exceptions,
during the period commencing on the date of the Closing and ending on the date that is one hundred eighty (180) days after the consummation
of the Business Combination such Lock-up Holder will agree not to (i) offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any of the Lock-up Shares (as defined in the Lock-Up Agreement, which shall include certain securities held
by the Lock-Up Holders), (ii) enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions
are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, (iii) publicly disclose the intention to make any
offer, sale, pledge or disposition, or (iv) enter into any transaction, swap, hedge or other arrangement, or engage in any short
sales with respect to any security of FGMC.
The foregoing description of the Lock-Up Agreement
is subject to and qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, a copy of which is included
as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Amended and Restated Registration Rights Agreement
In connection with the Closing, FGMC will enter
into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”),
pursuant to which, the Registration Rights Agreement, dated as of February 25, 2022, among FGMC and the other parties thereto is
terminated and whereby FGMC will agree to, among other things, file a resale shelf registration statement registering certain of the securities
held by the Holders (as defined in the Amended and Restated Registration Rights Agreement, which will include certain existing stockholders
of FGMC and certain existing equityholders of iCoreConnect) no later than 20 business days after the closing of the Business Combination.
The Amended and Restated Registration Rights Agreement will also provide certain registration rights, including customary demand registration
rights and piggyback registration rights to the Holders, subject to customary exceptions, terms and conditions. FGMC will agree to pay
certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.
The foregoing description of the Amended and Restated
Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Form of Amended and
Restated Registration Rights Agreement, a copy of which is included as Exhibit 10.4 hereto, and the terms of which are incorporated
herein by reference.
Sponsor Forfeiture Agreement
In connection with the execution of the Merger
Agreement, the Sponsor, FGMC and iCoreConnect entered into a sponsor forfeiture agreement (the “Sponsor Forfeiture Agreement”)
pursuant to which the Sponsor has agreed that if at the closing of the Business Combination the SPAC Closing Cash (as defined in the Sponsor
Forfeiture Agreement) is less than $20,000,000 then upon and subject to such closing the Sponsor will forfeit any and all dividends accrued
on any shares of preferred stock, par value $0.0001 of FGMC (“Preferred Stock”) owned by the Sponsor, at the
time of payment, whether such dividend shall be paid in cash or by the issuance of additional shares of Preferred Stock.
The foregoing description of the Sponsor Forfeiture
Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Forfeiture Agreement, a copy of which
is included as Exhibit 10.5 hereto, and the terms of which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 6, 2023, FGMC and iCoreConnect
issued a joint press release announcing the execution of the Merger Agreement and related matters. A copy of the press release is furnished
hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated
by reference herein is the investor presentation that will be used by FGMC and iCoreConnect in connection with the Business Combination
and related matters.
Furnished as Exhibit 99.3 hereto and incorporated
by reference herein is the transcript of the investor presentation conference call that was held on January 6, 2023 in connection
with the Business Combination and related matters.
The information in this
Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto are being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the proposed business combination,
iCoreConnect and FGMC intend to file relevant materials with the SEC, including a registration statement on Form S-4 containing a
joint preliminary proxy statement/ prospectus, and after the registration statement is declared effective, each of iCoreConnect and FGMC
will mail a definitive proxy statement/final prospectus relating to the proposed business combination to their respective stockholders.
iCoreConnect’s and FGMC’s stockholders
and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement/final prospectus and other documents filed in connection with the proposed business combination, as
these materials will contain important information about iCoreConnect, FGMC and the proposed business combination. Such stockholders will
also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/final prospectus and other
documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov. The documents filed by iCoreConnect
with the SEC also may be obtained free of charge upon written request to iCoreConnect Inc., 529 E Crown Point Road, Suite 250 Ocoee,
FL 34761. The documents filed by FGMC with the SEC also may be obtained free of charge upon written request to FG Merger Corp, 104 S.
Walnut Street, Itasca, IL 60143.
Participants in the Solicitation
iCoreConnect and its directors and executive officers
are participants in the solicitation of proxies from iCoreConnect’s stockholders in connection with the proposed Business Combination.
A list of the names of the directors and executive officers of iCoreConnect and information regarding their interests in the Business
Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. Information about
iCoreConnect’s directors and executive officers and their ownership in iCoreConnect is set forth in iCoreConnect’s Annual
Report on Form 10-K for the year ended December 31, 2021 and filed with the SEC on April 18, 2022, as modified or supplemented
by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become
available. You may obtain free copies of these documents as described in the second paragraph under the above section titled “Additional
Information and Where to Find It.”
FGMC and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from FGMC’s stockholders in connection with the proposed Business Combination.
A list of the names of the directors and executive officers of FGMC and information regarding their interests in the Business Combination
will be contained in the proxy statement/prospectus for the proposed Business Combination when available. Information about FGMC’s
directors and executive officers and their ownership in FGMC is set forth in the final prospectus of FGMC dated February 25, 2022
and filed with the SEC on March 1, 2022, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed
with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described
in the second paragraph under the above section titled “Additional Information and Where to Find It.”
Before making any voting decision, investors
and security holders of FGMC and iCoreConnect are urged to read the registration statement, the proxy statement / prospectus and all other
relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available
because they will contain important information about the proposed business combination.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward Looking Statements
Certain statements included
in this Current Report on Form 8-K and the documents incorporated by reference herein
(this “Current Report”) are not historical facts but are forward-looking statements. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect," "should," "would," "plan," "future,"
"outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include,
but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not identified in this Current Report and on the current expectations
of FGMC’s and iCoreConnect’s respective management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FGMC and iCoreConnect.
Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include
changes in domestic and foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to
a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the business combination,
including the risk that any required regulatory approvals (including approval from antitrust regulators) are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect iCoreConnect or the expected benefits of the business combination,
if not obtained; the failure to realize the anticipated benefits of the business combination; the ability of FGMC prior to the business
combination, and the combined company following the business combination, to maintain the listing of FGMC’s shares on Nasdaq; costs
related to the business combination; the failure to satisfy the conditions to the consummation of the business combination, including
the approval of the business combination agreement by the shareholders of FGMC; and iCoreConnect , the risk that the business combination
may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the outcome of any
legal proceedings that may be instituted against FGMC or iCoreConnect related to the business combination; the attraction and retention
of qualified directors, officers, employees and key personnel following the business combination, the combined company’s ability
following the business combination to compete effectively in a highly competitive market; the ability to protect and enhance iCoreConnect’s
corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in iCoreConnect’s industry;
the uncertain effects of the COVID-19 pandemic; future financial performance of the combined company following the business combination;
the ability of the combined company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the
risk that the business combination disrupt current plans and operations of iCoreConnect as a result of the announcement and consummation
of the business combination; the possibility that iCoreConnect may be adversely affected by other economic, business, regulatory, and/or
competitive factors; the evolution of the markets in which iCoreConnect competes, including ecommerce; the ability of iCoreConnect to
anticipate and respond to changing consumer preferences and trends; the ability of iCoreConnect to implement its existing strategic initiatives
and continue to innovate their existing products; the ability of iCoreConnect to defend its intellectual property; the risk that iCoreConnect
may not be able to execute its growth strategies and the timing of expected business milestones; the risk that iCoreConnect may not be
able to recognize revenue for its products and services or secure additional contracts that generate revenue; and iCoreConnect’s
performance, capabilities, strategy, and outlook. The foregoing list of risks is not exhaustive.
If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that FGMC and iCoreConnect do not presently know, or that FGMC and iCoreConnect currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
FGMC’s and iCoreConnect’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing
in this Current Report and the exhibits hereto should be regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements in this Current Report and the exhibits hereto, which speak only as of the date
they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of FGMC and iCoreConnect
described in the joint preliminary proxy statement and a preliminary prospectus contained in the Form S-4 registration statement
that FGMC and iCoreConnect intend to file with the SEC, including those under “Risk Factors” therein. FGMC and iCoreConnect
anticipate that subsequent events and developments will cause their assessments to change. However, while FGMC and iCoreConnect may elect
to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except
as required by law. These forward-looking statements should not be relied upon as representing FGMC’s or iCoreConnect’s assessments
as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
* Certain
exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). FGMC agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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.
Dated: January 6, 2023
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iCoreConnect Inc. |
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(Registrant) |
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By: |
/s/ Robert McDermott |
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Name: |
Robert McDermott |
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Title: |
President and Chief Executive Officer |
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