UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~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 2029, 2025

iCoreConnect Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41309		86-2462502
(State or other jurisdiction of incorporation)		(~~Commission~~CommissionFile ~~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 34.0102. ~~Notice~~Non-Reliance ofon ~~Delisting~~Previously orIssued ~~Failure~~Financial toStatements ~~Satisfy~~or a ~~Continued~~Related ~~Listing~~Audit ~~Rule~~Report or ~~Standard;~~Completed ~~Transfer~~Interim ~~of Listing~~Review.

AsOn ~~previously~~May ~~disclosed~~29, ~~iCoreConnect~~2025, ~~Inc.~~the Audit Committee (the “~~Company~~Audit Committee”) ~~was~~of ~~notified by~~ the ~~Listing~~board ~~Qualifications~~of ~~Department~~directors (the “~~Staff~~Board”) of ~~The~~iCoreConnect ~~Nasdaq~~Inc. ~~Stock Market LLC~~ (the “~~Nasdaq~~Company”), ~~that~~after itdiscussion ~~was~~with ~~not~~the inCompany’s ~~compliance~~management, ~~with~~concluded ~~certain~~that ~~listing~~the ~~requirements,~~Company’s ~~including~~previously ~~Listing~~issued ~~Rule~~financial ~~5250(c)(1)~~statements ~~since~~contained itin ~~had~~the ~~not~~Company’s ~~yet~~Quarterly ~~filed~~Reports ~~its~~on Form 10-KQ for the period ended ~~December~~September 3130, 2024 originally filed on November 19, 2024 (collectively “Non-Reliance Period”), should no longer be relied upon. Similarly, related press releases, earnings releases, and investor communications describing the Company’s financial statements for the Non-Reliance Period should no longer be relied upon.

The Company ~~requested~~restated aits ~~hearing~~previously ~~with~~issued afinancial ~~Nasdaq~~statements ~~Hearings~~to ~~Panel~~fair ~~(“Panel”),~~value ~~which~~and ~~had~~to ~~the~~classify ~~effect~~warrant ofand ~~staying~~embedded ~~any~~derivative ~~suspension~~features oron ~~delisting~~its ~~action~~convertible ~~pending the conclusion of the hearings process~~debt. OnThe ~~April~~Company’s ~~24,~~accounting ~~2025,~~for the ~~Company~~fair ~~received~~value ~~notification~~and ~~from~~classification ~~the~~of ~~Panel~~warrant ~~that~~and itembedded ~~has~~derivative ~~granted~~features andid ~~extension~~not ~~until~~have ~~May~~any ~~15,~~effect ~~2025~~on tothe ~~file~~Company’s ~~its~~previously ~~Form~~reported ~~10-K~~assets ~~for~~and the ~~period~~non-cash ~~ended~~adjustments ~~December~~to ~~31,~~the ~~2024,~~financial ~~and~~statement ~~until~~do ~~June~~not ~~30,~~impact ~~2025,~~the toamounts ~~demonstrate~~previously ~~compliance~~reported ~~with~~for ~~all~~the ~~continued~~Company’s ~~listing~~cash ~~requirements~~and ~~for~~cash ~~the~~equivalents ~~Nasdaq~~or ~~Capital~~total ~~Market~~assets.

OnThe ~~May~~Company ~~20,~~will ~~2025,~~restate the ~~Company~~financial ~~received~~statements afor ~~determination~~the ~~letter~~Non-Reliance ~~from~~Periods ~~the~~in ~~Panel~~its ~~informing~~Annual ~~the~~Report ~~Company~~on ~~that~~Form 10-K for the ~~Panel~~year ~~has~~ended ~~determined~~December 31, 2024 to ~~delist~~properly ~~the~~value ~~Company’s~~and ~~common~~classify ~~stock~~warrant ~~from~~and ~~Nasdaq~~embedded ~~for~~derivatives ~~failure~~associated bywith ~~the~~its ~~Company~~convertible debt and will continue to ~~timely~~do ~~file~~so in its ~~Form~~future ~~10-K~~financial ~~for~~statements. The Company will disclose the ~~year~~impact ~~ended~~of ~~December~~such ~~31,~~revision ~~2024~~of ~~and~~the Non-Reliance Periods in its Annual Report on Form 10-QK, ~~for~~which the ~~quarter~~Company ~~ended~~will ~~March~~file ~~31,~~with ~~2025~~the SEC as soon as practicable. ~~Suspension~~On ofMay ~~trading~~29, of2025, the ~~common~~Audit ~~stock~~Committee ~~will~~discussed ~~occur~~with atMarcum LLP (“Marcum”), the ~~opening~~Company’s ofcurrent ~~business~~independent onregistered ~~May~~public 22accounting firm, ~~2025~~the matters disclosed in this Item 4.02.

~~The~~Management ~~notification~~has ~~indicates~~previously ~~that~~carried ~~Nasdaq~~out ~~will~~an ~~effect~~evaluation of the ~~delisting~~effectiveness byof ~~filing~~the adesign ~~Form~~and 25operation ~~Notification~~of the Company’s disclosure controls and procedures as of ~~Delisting~~September ~~with~~30, 2024 and has concluded that, a material weakness existed and the ~~Securities~~Company’s disclosure controls and ~~Exchange~~procedures ~~Commission~~(as ~~after~~defined in Rules 13a-15(e) and 15d-15(e) under the ~~applicable~~Exchange ~~Nasdaq~~Act) ~~appeal~~were ~~and~~not ~~review~~effective ~~periods~~as ~~have~~of ~~expired~~September 30, 2024. The Company ~~may~~has ~~appeal~~previously reported material weaknesses regarding accounting for complex financial instruments and material weakness related to our inability to adequately segregate responsibilities over the ~~delisting~~financial ~~determination~~reporting process to ensure the ~~Nasdaq~~accuracy ~~Listing~~of ~~and~~information. ~~Hearing~~In ~~Review~~addition, ~~Council~~management has previously identified deficiencies within its corporate governance practices, as the ~~required~~Company 15did ~~days~~not ~~from~~have the ~~date~~necessary ofcontrols in place to understand the ~~Panel’s~~impact ~~decision~~on equity holders and monitor the issuance of instruments with down round features. ~~However,~~A anmaterial ~~appeal~~weakness ~~would~~is ~~not~~a ~~stay~~deficiency, ~~the~~or ~~suspension~~a combination of ~~the~~deficiencies, ~~trading~~in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ~~the~~a ~~Company~~company’s ~~securities~~annual or interim financial statements will not be prevented or detected on ~~Nasdaq~~a timely basis. ~~Following~~The existence of one or more material weaknesses precludes a conclusion by management that a company’s disclosure controls and procedures and internal control over financial reporting are effective. In addition, the ~~delisting~~Audit Committee, the Board, and management have begun evaluating appropriate remediation actions. The Company’s ~~expects~~remediation ~~that~~plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among the ~~common~~Company’s ~~stock~~personnel ~~will~~and bethird-party ~~quoted~~professionals onwith whom the ~~OTC~~Company ~~Market~~consults regarding complex accounting applications.

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 22, 2025	By:	/s/ Robert McDermott
Dated: May 29, 2025	By:	/s/ Robert McDermott
	Name:	Robert McDermott
	Title:	President and Chief Executive Officer

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