UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor Section 15(Dd) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 1827, 2023

iCoreConnect Inc. (Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Nevada

Delaware

000-52765

13-4182867

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

~~(State~~529 orCrown ~~Other~~Point ~~Jurisdiction~~Road, ofSuite ~~Incorporation)~~250

000-52765		13-4182867
(Commission File Number)		(IRS Employer Identification No.)

Ocoee, FL 34761

529 Crown Point Road, Suite 250 Ocoee FL		34761
(Address of Principal Executive Offices)		(Zip Code)

(Address of principal executive offices and zip code)

(888-) 810-7706

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~________________________________________________~~Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto 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))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

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 45.0207. ~~Non-Reliance~~Submission onof ~~Previously~~Matters ~~Issued~~to ~~Financial~~a ~~Statements~~Vote orof ~~Related~~Security ~~Audit Report or Completed Interim Report~~Holders.

On ~~May~~July 1827, 2023, iCoreConnect, Inc.’s (the “Company”) ~~management~~ ~~and the~~held ~~Audit~~a ~~Committee~~special ofmeeting ~~the Company’s Board~~ of ~~Directors~~stockholders (the “~~Audit Committee~~Meeting”), ~~after~~at ~~discussion~~which ~~with Company legal advisors, concluded that it is appropriate to restate~~ the Company’s ~~previously~~stockholder ~~issued: (i) audited financial statements as~~ of ~~December~~record ~~31,~~voted ~~2021 and 2022, which were included in the Company’s Annual Reports~~ on ~~Form 10-K, originally filed with~~ the ~~SEC~~proposals onset ~~April~~forth 18below, ~~2022~~each ~~and~~of ~~March~~which ~~23,~~is ~~2023,~~described ~~respectively,~~in ~~and~~detail ~~(ii) unaudited financial statements for the quarters ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which were included~~ in the ~~Company’s~~proxy ~~Quarterly~~statement ~~Reports on Form 10-Q, originally~~ filed with the ~~SEC~~Securities ~~on November 15, 2021, May 12, 2022, August 12, 2022,~~ and ~~November~~Exchange ~~14,~~Commission ~~2022, respectively~~ (the “~~Impacted Filings~~SEC”). ~~Considering~~on ~~such~~July ~~restatements~~12, ~~the~~2023, ~~Company~~which ~~concluded~~was ~~that~~first ~~the~~mailed ~~financial~~by ~~statements included in~~ the ~~Impacted~~Company ~~Filings~~to ~~should~~its nostockholders ~~longer~~on ~~be relied upon. Similarly, any previously furnished~~ or ~~filed~~about ~~reports,~~July ~~related earnings releases~~12, ~~investor presentations or similar communications of the Company describing the Company’s financial results included in the Impacted Filings should no longer be relied upon~~2023.

~~The~~As ~~restatements~~of ~~are~~July ~~related~~11, to2023, the ~~accounting~~record ~~treatment~~date offor ~~certain~~the ~~warrants~~Meeting, ~~issued~~there bywere ~~the~~196,148,863 ~~Company~~shares inof ~~2021~~common ~~with~~stock, ~~provisions~~par value $0.001 per share (the “~~down~~Common ~~round provisions~~Stock”), ~~that required the lowering~~ of the ~~exercise~~Company ~~price~~issued ofand ~~the~~outstanding ~~warrant~~ and aentitled ~~proportionate~~to ~~increase~~vote inat the ~~number~~Meeting. A total of 124,223,211 shares ~~underlying~~of the ~~warrants~~Common ~~upon~~Stock, ~~the~~representing ~~issuance~~approximately 63.33% of ~~new~~the ~~securities~~issued atand aoutstanding ~~price per~~ shares ~~that~~of ~~is lower than~~ the ~~exercise~~Common ~~price~~Stock, ofwere ~~the~~present ~~original~~in ~~warrant.~~person ~~The~~by ~~Company~~virtual ~~did~~attendance ~~not~~or ~~properly~~represented ~~account~~by ~~for~~proxy ~~such~~at ~~down~~the ~~round~~Meeting, ~~provisions~~constituting ~~when~~a ~~the~~quorum ~~criteria~~ for ~~revaluation~~the ~~was met~~Meeting. The ~~down~~final ~~round~~voting results for ~~provisions~~each ~~require~~proposal ~~the~~submitted ~~Company~~ to ~~record a non-cash charge for~~ the ~~incremental~~stockholders ~~fair~~of ~~value~~record of the ~~additional~~Company ~~shares~~at ~~to be issued upon~~ the ~~occurrence~~Meeting ofare ~~the~~included ~~triggering event~~below.

~~Management~~Approval ~~has~~of ~~previously~~the ~~concluded~~iCoreConnect ~~that~~Proposal a1 ~~deficiency in internal control over financial reporting existed relating to~~ (the ~~accounting~~“Business ~~treatment~~Combination ~~for~~Proposal”) ~~complex~~required ~~financial instruments and that~~ the ~~failure~~affirmative tovote ~~properly~~of ~~account for such instruments constitute a material weakness as defined in~~ the ~~SEC~~holders ~~regulations.~~of As a ~~result~~majority of the ~~errors~~issued ~~described above,~~ and ~~the~~outstanding ~~need~~shares toof ~~restate~~iCoreConnect ~~previous~~Common ~~filings~~Stock, ~~management has further identified deficiencies within its corporate governance practices~~who, asbeing ~~the~~present ~~Company~~in ~~did~~person ~~not~~or ~~have~~by ~~the~~proxy ~~necessary~~and ~~controls~~entitled ~~in place~~ to ~~understand~~vote at the ~~impact~~Meeting, onvote ~~equity~~at ~~holders and monitor~~ the ~~issuance~~iCoreConnect ~~of instruments with down round features~~Meeting.

~~The~~Each ~~Company~~of ~~intends to file restated financial statements for~~ the ~~years~~proposals ~~ended~~described ~~December~~below ~~31,~~was ~~2021~~approved ~~and~~by ~~2022 on Form 10-K/A and to file restated financial statements for~~ the ~~quarterly~~Company’s ~~periods~~stockholders ~~ended~~of ~~September 30, 2021, March 31, 2022, June 30, 2022 and September 30, 2022 on Form 10-Q/A~~record.

~~The~~Proposal ~~Company’s~~1: ~~management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, Marcum LLP.~~

OnA ~~May~~proposal ~~23,~~to ~~2023~~approve the ~~Company~~Merger ~~entered~~Agreement ~~into~~and ~~agreements~~Plan ~~with~~of ~~the~~Reorganization, ~~holders~~dated as of ~~the~~January ~~above mentioned warrants~~5, ~~which~~2023 ~~eliminated~~(as ~~the~~amended ~~holders~~and ~~rights~~supplemented to ~~receive~~date, ~~any shares (since inception of~~ the ~~original~~“Merger ~~agreement~~Agreement”), asby aand ~~result~~between of the ~~down~~Company, ~~round~~FG ~~provisions~~Merger Corp., ~~The~~a ~~impact~~Delaware ofcorporation ~~the~~(“FGMC”), ~~down~~and ~~round~~FG ~~provision~~Merger ~~will~~Sub ~~continue~~Inc., toa beNevada ~~reflected~~corporation inand ~~our~~a ~~financial~~direct, ~~statements~~wholly-owned ~~through~~subsidiary ~~the date~~ of ~~the~~FGMC ~~modification.~~(“Merger ~~Thereafter~~Sub”), ~~total~~and ~~potentially dilutive securities disclosed in~~ the ~~financial~~transactions ~~statements~~contemplated ~~will~~thereby ~~reflect~~ (the ~~reduced~~“Business ~~number of shares, as a result of the modification~~Combination”).

For		Against		Abstentions
124,079,200		68,011		76,000

~~SIGNATURE~~Proposal 2:

~~Pursuant~~For tothe approval the ~~requirements~~adjournment of the ~~Securities~~Meeting ~~Exchange~~to ~~Act~~a oflater ~~1934~~date or dates, asif ~~amended~~necessary, ~~the~~to ~~Registrant~~permit ~~has~~further ~~duly~~solicitation ~~caused~~and ~~this~~vote ~~report~~of toproxies bein ~~signed~~the onevent ~~its~~that ~~behalf~~there byare ~~the~~insufficient ~~undersigned~~votes for, ~~hereunto~~or ~~duly~~otherwise ~~authorized~~in connection with, the approval of Proposal 1.

	iCORECONNECT INC.(Registrant)
For		Against	Abstentions
Dated: May 25, 2023	By:	/s/ Robert McDermott
122,985,303		1,093,699	144,209
		Robert McDermott
		President and Chief Executive Officer

3Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: July 28, 2023	By:	/s/ Robert McDermott
	Name:	Robert McDermott
	Title:	President and Chief Executive Officer

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