FGMC / FG Merger II Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FG Merger II Corp.
US ˙ NasdaqGM ˙ US30324Y1010

Mga Batayang Estadistika
CIK 1906133
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FG Merger II Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
June 3, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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) June 3, 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 Numb

June 3, 2025 EX-16.1

June 3, 2025

EXHIBIT 16.1 June 3, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by icoreConnect, Inc. under Item 4.01 of its Form 8-K dated June 3, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of icoreConnect, Inc. contained therein. V

June 3, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

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) June 2, 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 Numb

May 30, 2025 8-K

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 29, 2025

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 29, 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 Numb

May 30, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal Year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41309 iCoreConnect Inc. (Exac

May 22, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 20, 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 Numb

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41309 NOTIFICATION OF LATE FILING CUSIP NUMBER 450958202 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

May 12, 2025 8-K

Entry into a Material Definitive Agreement

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 6, 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 Numbe

April 25, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

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) April 24, 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 Nu

April 21, 2025 8-K

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) April 16, 2025

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) April 16, 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 Nu

April 11, 2025 EX-10.2

Revolving Note, dated April 10, 2025, between iCoreConnect, Inc. and Bowery Consulting Group Inc.

EXHIBIT 10.2 Appendix A: Form of Revolving Note REVOLVING NOTE April 10, 2025 $2,180,000.00 FOR VALUE RECEIVED, iCoreConnect Inc., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of Bowery Consulting Group Inc. (together with its successors, participants and assigns, “Lender”), in lawful money of the United States of America and in immediately available funds, the principal

April 11, 2025 EX-10.1

Revolving Loan Agreement, dated April 10, 2025, between iCoreConnect, Inc. and Bowery Consulting Group Inc.

EXHIBIT 10.1 REVOLVING LOAN AGREEMENT This Revolving Loan Agreement (this “Agreement”) is dated as of April 10, 2025 between iCoreConnect Inc., a Delaware corporation (the “Borrower”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Lender”). WHEREAS, Borrower wishes to obtain Loans from time to time from Lender in an aggregate principal amount

April 11, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) April 10, 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 Nu

April 7, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) April 1, 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 Num

March 31, 2025 NT 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41309 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

March 26, 2025 8-K

Other Events

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) March 26, 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 Nu

March 7, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) March 5, 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 Num

March 4, 2025 8-K

Other Events

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) March 4, 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 Num

February 21, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) February 18, 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

February 14, 2025 424B3

iCoreConnect Inc. Up to 1,299,672 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) File No. 333-284794 Prospectus iCoreConnect Inc. Up to 1,299,672 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus of: (i) the offer and resale of up to 285,000 shares of our common stock by Crom Structured Opportunities Fund I, LP (“CROM”). The shares included in this prospectus consist of 285,000 sha

February 11, 2025 CORRESP

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761 February 11, 2025

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761 February 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: iCoreConnect, Inc. Registration Statement on Form S-1 File No. 333-284794 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, iCoreConnect, Inc., a Delaware corporation (t

February 10, 2025 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC.

February 10, 2025 S-1

As filed with the Securities and Exchange Commission on February 10, 2025

As filed with the Securities and Exchange Commission on February 10, 2025 Registration No.

December 12, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / FG Financial Group, Inc. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) iCoreConnect, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 450958103 (CUSIP Number) Fundamental Global Inc. 108 Gateway Blvd. Ste. 204 Mooresville, NC 28117 704-994-8279 (Name, Address and Telephone Number of

December 10, 2024 EX-10.1

Form of Securities Purchase Agreement dated December 5, 2024

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT (Drawdown Agreement) This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 5, 2024, by and between ICORECONNECT INC., a Delaware corporation, with headquarters located at 529 Crown Point Road, Suite 250, Ocoee, FL 34761 (the “Company”), and [LENDER], a [STATE] company, with its address at [ADDRESS] (the “Buyer”). WHEREAS: A. The Compa

December 10, 2024 EX-10.4

Registration Rights Agreement dated December 5, 2024, between the Company and Crom Structured Opportunities Fund I, LP

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 5, 2024, by and between ICORECONNECT INC., a Delaware corporation (the "Company"), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall hav

December 10, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) December 5, 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

December 10, 2024 EX-10.3

Equity Purchase Agreement dated December 5, 2024, between the Company and Crom Structured Opportunities Fund I, LP

EXHIBIT 10.3 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of December 5, 2024 (this "Agreement"), by and between iCoreConnect Inc., a Delaware corporation (the "Company"), and Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (the "Investor", and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms and

December 10, 2024 EX-10.2

Form of Registration Rights Agreement dated December 5, 2024

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 5, 2024, by and between ICORECONNECT INC., a Delaware corporation (the "Company"), and [LENDER] a [STATE] company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the sec

December 10, 2024 EX-4.1

Form of December Note

EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

December 10, 2024 EX-10.5

Form of Warrant Waiver

EXHIBIT 10.5 WAIVER This waiver (“Waiver”) with respect to the Warrant (as defined below), is entered into as of December 5, 2024 (the “Effective Date”), by and between ICoreConnect Inc., a Delaware corporation (the “Company”) and [LENDER], a New Jersey limited liability company (“Holder”). “Warrant” shall mean that certain common stock purchase warrant issued by the Company to the Holder on or ar

December 5, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* iCoreConnect Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 450958103 (CUSIP Number) November 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41309 iCoreConnect Inc

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41309 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

November 7, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* iCoreConnect Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 450958103 (CUSIP Number) October 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

November 4, 2024 424B3

iCoreConnect Inc.

Filed pursuant to Rule 424(b)(3) File No. 333-280131 PROSPECTUS SUPPLEMENT DATED NOVEMBER 1, 2024 TO PROSPECTUS DATED JULY 22, 2024 iCoreConnect Inc. This Prospectus Supplement, dated November 1, 2024, supplements that certain Prospectus filed with the Securities and Exchange Commission (the “SEC”) and dated July 22, 2024 (the “Prospectus”) and should be read in conjunction with the Prospectus. SE

November 4, 2024 424B3

iCoreConnect Inc.

Filed pursuant to Rule 424(b)(3) File No. 333-282609 PROSPECTUS SUPPLEMENT DATED NOVEMBER 1, 2024 TO PROSPECTUS DATED OCTOBER 23, 2024 iCoreConnect Inc. This Prospectus Supplement, dated November 1, 2024, supplements that certain Prospectus filed with the Securities and Exchange Commission (the “SEC”) and dated October 23, 2024 (the “Prospectus”) and should be read in conjunction with the Prospect

October 23, 2024 424B3

iCoreConnect Inc. Up to 27,425,287 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) File No. 333-282609 iCoreConnect Inc. Up to 27,425,287 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus of: (i) the offer and resale of up to 4,000,000 shares of our common stock by Clearthink Capital Partners, LLC (“Clearthink”). The shares included in this prospectus consist of 300,000 Commitment Fe

October 22, 2024 CORRESP

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761 October 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: iCoreConnect, Inc. Registration Statement on Form S-1 File No. 333-282609 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, iCoreConnect, Inc., a Delaware corporation (th

October 21, 2024 S-1/A

As filed with the Securities and Exchange Commission on October 21, 2024

As filed with the Securities and Exchange Commission on October 21, 2024 Registration No.

October 21, 2024 SC 13G

ICCT / iCoreConnect Inc. / FG Financial Group, Inc. Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 iCoreConnect, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 450958103 (CUSIP Number) Fundamental Global Inc. 108 Gateway Blvd. Ste. 204 Mooresville, NC 28117 704-994-8279 (Name, Address and Telephone Number of Person Authorized to

October 11, 2024 S-1

As filed with the Securities and Exchange Commission on October 11, 2024

As filed with the Securities and Exchange Commission on October 11, 2024 Registration No.

October 11, 2024 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC.

October 8, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d874376dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* iCoreConnect Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 450958103 (CUSIP Number) September 27, 2024** (Date of Event which Requires Filing of this Statement) Check

October 1, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) October 1, 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 N

October 1, 2024 EX-99.1

iCoreConnect Inc. Announces Agreement to Divest MSP Division to T20 in an Asset Sale, Expecting to Deliver Strategic and Financial Advantages for Investors

EXHIBIT 99.1 iCoreConnect Inc. Announces Agreement to Divest MSP Division to T20 in an Asset Sale, Expecting to Deliver Strategic and Financial Advantages for Investors OCOEE, FL, Oct. 1, 2024 (GLOBE NEWSWIRE) — iCoreConnect Inc. (NASDAQ: ICCT), a prominent cloud-based software and technology provider dedicated to enhancing workflow efficiency and profitability through its enterprise and healthcar

October 1, 2024 EX-2.1

Asset Purchase Agreement, dated October 1, 2024, between the Company, Seller and Purchaser

EXHIBIT 2.1 Execution Version ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 1, 2024 (the “Closing Date”) by and among THE 20 LLC, a Delaware limited liability company (“Purchaser”), iCore Midco Inc. (f/k/a iCoreConnect Inc.), a Nevada corporation (“Seller”), and iCoreConnect Inc., a Delaware corporation (“Parent”). Purchaser, Seller and Parent are

September 20, 2024 8-K

Submission of Matters to a Vote of Security Holders

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) September 19, 2024 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission Fil

September 17, 2024 8-K/A

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 16, 2024 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission F

September 16, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) September 16, 2024 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission Fil

September 16, 2024 8-K

Other Events

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) September 16, 2024 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission Fil

September 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

August 27, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) August 26, 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 N

August 27, 2024 EX-10.2

Amendment Agreement dated August 26, 2024 between iCoreConnect, Inc., iCore Midco, Inc. and the Purchaser

EXHIBIT 10.2 AMENDMENT AGREEMENT This Amendment Agreement dated as of August 26, 2024 (the “Agreement”) is by and between iCoreConnect, Inc., a Delaware corporation (the “Company”) (formerly, FG Merger Corp.) (“Company”), iCore Midco, Inc. (formerly, iCoreConnect Inc.), a Nevada corporation (“Midco”), and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”). Capit

August 23, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

August 21, 2024 EX-10.5

Form of 2025 Note Purchase Agreements dated August 13, 2024

EXHIBIT 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2024, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [], an [] (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules

August 21, 2024 EX-4.1

Form of Exchange Notes issued August 2024

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

August 21, 2024 EX-10.4

Form of 2027 Note Purchase Agreements dated August 13, 2024

EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2024, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [], an [] (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules

August 21, 2024 EX-10.1

Strata Purchase Agreement dated August 16, 2024 between iCoreConnect, Inc. and Clearthink Capital Partners, LLC

EXHIBIT 10.1 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of August 16, 2024, by and between ICORECONNECT, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set forth in t

August 21, 2024 EX-10.2

Registration Rights Agreement dated August 16, 2024 between iCoreConnect, Inc. and Clearthink Capital Partners, LLC

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2024, by and between ICORECONNECT, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall hav

August 21, 2024 EX-4.2

Form of 2027 Notes issued August 2024

EXHIBIT 4.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

August 21, 2024 8-K

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) August 13, 2024

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) August 13, 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 N

August 21, 2024 EX-10.3

Form of Exchange Agreements dated August 13, 2024

EXHIBIT 10.3 EXCHANGE AGREEMENT This Exchange Agreement (this "Agreement") is dated as of August 1, 2024, between iCoreConnect, Inc., a Delaware corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers")). WHEREAS, subject to the terms and conditions set forth in this Agreeme

August 21, 2024 EX-4.3

Form of 2025 Notes issued August 2024

EXHIBIT 4.3 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

August 21, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) August 20, 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 N

August 16, 2024 EX-FILING FEES

Filing fee table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) iCoreConnect, Inc.

August 16, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 16, 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 N

August 16, 2024 EX-99.1

iCoreConnect Inc. Reports Strong Revenue and Subscriber Growth in Q2 2024 with a 66% Revenue Increase

EXHIBIT 99.1 iCoreConnect Inc. Reports Strong Revenue and Subscriber Growth in Q2 2024 with a 66% Revenue Increase OCOEE, FL - (NewMediaWire) – August 16, 2024 - iCoreConnect Inc. (NASDAQ: ICCT) ("iCore" or the "Company"), a leading provider of cloud-based software and technology solutions designed to enhance workflow productivity and customer profitability, is pleased to announce its financial re

August 16, 2024 EX-99.1

iCoreConnect 2023 Stock Plan (as amended May 31, 2024) and forms of award agreements

EXHIBIT 99.1 iCoreConnect 2023 Stock Plan (as amended) Section 1. Purpose. The purpose of the iCoreConnect 2023 Stock Plan (the “Plan”) is to attract and retain outstanding individuals as Key Employees, Directors, and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees, Directors, Consultants and to provide such

August 16, 2024 S-8

As filed with the Securities and Exchange Commission on August 16, 2024

As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

August 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41309 iCoreConnect Inc. (Ex

August 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41309 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

August 12, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) August 7, 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 Nu

August 1, 2024 EX-10.2

Form of Registration Rights Agreement dated July 31, 2024

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 31, 2024, by and between ICORECONNECT INC., a Delaware corporation (the "Company"), and [ ], a [ ] (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase ag

August 1, 2024 EX-10.3

Form of Waiver

EXHIBIT 10.3 WAIVER This waiver (“Waiver”) with respect to the promissory note dated February 26, 2024 (the ”Note”), is entered into as of July 31, 2024 (the “Effective Date”), by and between ICoreConnect Inc., a Delaware corporation (the “Company”) and [ ], a [ ] (“Holder”). The Company and the Holder entered into the Note on February 26, 2024, pursuant to a securities purchase agreement dated Fe

August 1, 2024 EX-10.1

Form of Securities Purchase Agreement dated July 31, 2024

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT (Drawdown Agreement) This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 2024, by and between ICORECONNECT INC., a Delaware corporation, with headquarters located at 529 Crown Point Road, Suite 250, Ocoee, FL 34761 (the “Company”), and [ ], a [ ], with its address at [ ] (the “Buyer”). WHEREAS: A. The Company and the Buyer are execu

August 1, 2024 EX-4.1

Form of July Note

EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

August 1, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) July 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 Num

August 1, 2024 EX-4.2

Form of Warrant

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

July 24, 2024 424B3

iCoreConnect Inc. Up to 3,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280131 Prospectus iCoreConnect Inc. Up to 3,000,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus of: (i) up to 2,897,792 shares of our common stock issuable upon the conversion of certain convertible notes in aggregate principal amount of $1,375,000 that were issued on Februar

July 19, 2024 S-1/A

As filed with the Securities and Exchange Commission on July 19, 2024

As filed with the Securities and Exchange Commission on July 19, 2024 Registration No.

July 19, 2024 CORRESP

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761 July 19, 2024

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761 July 19, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: iCoreConnect, Inc. Registration Statement on Form S-1 File No. 333-280131 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, iCoreConnect, Inc., a Delaware corporation (the “

July 11, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) July 8, 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 Numb

July 9, 2024 EX-4.11

Form of Amendment to February Purchase Agreements

EXHIBIT 4.11 April 26, 2024 Holders of February 2024 Offering Promissory Notes Re: Amendment to February 2024 Offering Transaction Documents Dear Holders: ICoreConnect Inc., a Delaware corporation (the “Company”) and the undersigned holders (the “Holders”, and collectively with the Company, the “Parties”) entered into those certain securities purchase agreements on or around February 26, 2024 (the

July 9, 2024 S-1/A

As filed with the Securities and Exchange Commission on July 9, 2024

As filed with the Securities and Exchange Commission on July 9, 2024 Registration No.

July 9, 2024 EX-FILING FEES

Filing fee table

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC.

July 9, 2024 CORRESP

July 9, 2024

July 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, DC 20549 Attention: Matthew Crispino Re: iCoreConnect, Inc.

July 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) June 30, 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 Num

June 17, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) June 12, 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 Num

June 17, 2024 EX-10.1

Form of Promissory Note Amendment dated June 12, 2024

EXHIBIT 10.1 NOTE AMENDMENT This Note Amendment effective as of June [ ], 2024 (the “Agreement”) is by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ](the “Holder”) of a convertible promissory note payable original issued on [ ] in principal amount of $[ ] (the “Note”). Capitalized terms not defined herein shall have the meanings assigned to them in the Note. WITNES

June 17, 2024 EX-4.1

Form of Convertible Promissory Note issued June 12, 2024

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

June 11, 2024 S-1

As filed with the Securities and Exchange Commission on June 11, 2024

As filed with the Securities and Exchange Commission on June 11, 2024 Registration No.

June 11, 2024 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT INC.

June 11, 2024 EX-4.11

Form of Amendment to February Purchase Agreements

EXHIBIT 4.11 April 26, 2024 Holders of February 2024 Offering Promissory Notes Re: Amendment to February 2024 Offering Transaction Documents Dear Holders: ICoreConnect Inc., a Delaware corporation (the “Company”) and the undersigned holders (the “Holders”, and collectively with the Company, the “Parties”) entered into those certain securities purchase agreements on or around February 26, 2024 (the

May 31, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Numb

May 31, 2024 EX-3.1

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

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ICORECONNECT INC. iCoreConnect Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Second Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware,

May 28, 2024 EX-10.1

Form of Promissory Note issued May 22, 2024

EXHIBIT 10.1 PROMISSORY NOTE $ 500,000.00 [CITY], [STATE] FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, iCoreConnect, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [LENDER], a Delaware limited liability company or its assigns (the “Noteholder” and together with the Borrower, the “Parties”), the principal amount

May 28, 2024 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 22, 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 Numb

May 17, 2024 EX-99.1

2

EXHIBIT 99.1 Press Release iCoreConnect Inc. Reports Strong Revenue Growth in the First Quarter of 2024 OCOEE, FL, May 15, 2024 (GLOBE NEWSWIRE) - via NewMediaWire — iCoreConnect Inc. (NASDAQ: ICCT)(“iCore” or the “Company”), a leading cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow pl

May 17, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 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 Numb

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41309 iCoreConnect Inc. (E

May 15, 2024 EX-4.5

Form of Indemnification and Advancement Agreement

EXHIBIT 4.5 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of August 25, 2023, by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12. RECITALS WHEREAS, in the current market and legal environment, qual

May 15, 2024 EX-10.10

Form of Note Amendment

EXHIBIT 10.10 NOTE AMENDMENT This Note Amendment effective as of May [ ], 2024 (the “Agreement”) is by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”) of a note payable original issued on [ ], 2024 in principal amount of $[ ] (the “Note”). Capitalized terms not defined herein shall have the meanings assigned to them in the Note. WITNESSETH: WHEREAS, t

May 14, 2024 ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal Year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41309 iCoreConnect Inc. (Exac

May 13, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 10, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 8, 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 Numbe

May 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 6, 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 Numbe

May 1, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal Year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41309 iCo

April 19, 2024 EX-97

iCoreConnect, Inc. Restatement Recoupment Policy

EXHIBIT 97 iCoreConnect, Inc. Dodd-Frank Restatement Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of iCoreConnect, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatement (as defined belo

April 19, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal Year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41309 iCoreConnect Inc. (Exac

April 3, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 28, 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 Nu

April 1, 2024 NT 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41309 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

February 28, 2024 8-K

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) February 26, 2024

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) February 26, 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

February 28, 2024 EX-10.2

Form of Registration Rights Agreement dated February 26, 2024

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 26, 2024, by and between ICORECONNECT INC., a Delaware corporation (the "Company"), and (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement

February 28, 2024 EX-4.1

Form of Convertible Promissory Note issued February 2024

EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

February 28, 2024 EX-10.1

Form of Securities Purchase Agreement dated February 26, 2024

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2024, by and between ICORECONNECT INC., a Delaware corporation, with headquarters located at 529 Crown Point Road, Suite 250, Ocoee, FL 34761 (the “Company”), and (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon t

February 16, 2024 EX-4.2

Forbearance Agreement

EXHIBIT 4.2 FORBEARANCE AGREEMENT This Forbearance Agreement ("Agreement") dated as of December 31, 2023, is made by and among iCore Midco Inc dba iCoreConnect Inc., a Nevada corporation (the "Borrower") and Element SaaS Finance (USA), LLC, a Delaware corporation. RECITALS WHEREAS, Borrower, and Lender are parties to a certain Loan and Security Agreement dated as of February 28, 2022 (as amended,

February 16, 2024 EX-4.1

Form of Convertible Promissory Note issued February 9, 2024

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

February 16, 2024 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) February 9, 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

February 14, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 tm244732d8sc13ga.htm SC 13G/A CUSIP No: 450958103 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* iCore Connect Inc. (formerly FG Merger Corp.) (Name of Issuer) Common Stock, $0.0001 par valu

February 14, 2024 SC 13G/A

US30324Y2000 / FG MERGER CORP 0.00000000 / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) iCoreConnect Inc. (f/k/a FG Merger Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30324Y20

February 9, 2024 SC 13G

ICCT / iCoreConnect Inc. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d755317dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* iCoreConnect Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 450958103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appr

February 8, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) February 1, 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

February 8, 2024 EX-10.1

Form of Securities Purchase Agreement related to the issuance of the Convertible Promissory Note issued February 1, 2024

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ,] an individual (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by th

February 8, 2024 EX-4.1

Form of Convertible Promissory Note issued February 1, 2024

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

February 7, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* iCoreConnect Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 450958103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

February 5, 2024 SC 13G/A

ICCT / iCoreConnect Inc. / Hudson Bay Capital Management LP - ICCT 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* iCoreConnect Inc. (formerly known as FG Merger Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 450958103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

January 5, 2024 EX-10.4

Subordinated Security Agreement related to the issuance of the Convertible Promissory Note issued December 29, 2023

EXHIBIT 10.4 SUBORDINATED SECURITY AGREEMENT This Subordinated Security Agreement (this “Agreement”) dated this 29th day of December, 2023 is by and between iCoreConnect, Inc., a Delaware corporation (“Debtor”) and PIGI Solutions, LLC, a Delaware limited liability company (the “Secured Party”). RECITALS: The Debtor has duly authorized, executed and delivered to the Secured Party (a) a certain Subo

January 5, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) December 29, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File

January 5, 2024 EX-10.2

Subordinated Loan Agreement related to the issuance of the Convertible Promissory Note issued December 29, 2023

EXHIBIT 10.2 SUBORDINATED LOAN AGREEMENT This Subordinated Loan Agreement (this “Agreement”) is made as of this 29th day of December, 2023 by and between iCoreConnect, Inc. of 529 E. Crown Point Rd. Suite 250 Ocoee, FL 34761 (the “Borrower”), and PIGI Solutions, LLC of 30 Fuller Rd. Needham MA 02492 (the "Subordinated Lender"). WHEREAS, the Lender provided Borrower with capital markets advisory se

January 5, 2024 EX-10.1

Form of Securities Purchase Agreement related to the issuance of the Convertible Promissory Note issued December 29, 2023

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ,] an individual (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by th

January 5, 2024 EX-10.5

Form of Warrant Amendment issued December 29, 2023

EXHIBIT 10.5 AMENDMENT TO COMMON STOCK PURCHASE WARRANT This Amendment to Stock Purchase Warrant (the “Amendment”) of iCoreConnect, Inc., a Delaware corporation (“Company”) is entered into as of the date set forth on the signature page hereto, by and between the undersigned holder (the “Holder”) of the original Warrant as set forth on the signature page hereto (the “Warrant”). Capitalized terms us

January 5, 2024 EX-10.3

Subordinated Note issued December 29, 2023

EXHIBIT 10.3 SUBORDINATED NOTE $2,000,000 December 29, 2023 For value received, the undersigned, iCoreConnect, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay on or before December 29, 2024, to PIGI Solutions, LLC, a Delaware limited liability company (the “Lender”) by wire transfer as directed at any time by the holder hereof, in lawful money of the United States of America

January 5, 2024 EX-10.6

Form of Note Amendment issued December 29, 2023

EXHIBIT 10.6 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to the Convertible Promissory Note (the “Amendment”) of iCoreConnect, Inc., a Delaware corporation (“Company”) is entered into as of the date set forth on the signature page hereto, by and between the undersigned holder (the “Holder”) of the original Convertible Promissory Note as set forth on the signature page hereto (the “Note

January 5, 2024 EX-4.1

Form of Convertible Promissory Note issued December 29, 2023

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

January 4, 2024 EX-10.1

Form of Subscription Agreement, dated January 1, 2024

EXHIBIT 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED UNDER THIS AGREEMENT ARE SUBJECT TO FURTHER RESTRICTIONS ON

January 4, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) January 1, 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 N

January 4, 2024 EX-2.1

Asset Purchase Agreement dated January 1, 2024 between iCoreConnect Inc. and Ally Commerce, Inc.

EXHIBIT 2.1 Execution Copy ASSET PURCHASE AGREEMENT by and among ICORECONNECT INC., ICORE MIDCO INC., ALLY COMMERCE, INC. dba FEATHERPAY, and CRAIG HAYNOR January 1, 2024 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 Section 1.1 Acquired Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 3 Section 1.4 Excluded Liabilities 3 Section 1.5 Performance of Excluded Liabilities 4 Se

December 27, 2023 EX-99.1

iCoreConnect 2023 Stock Plan and forms of award agreements

EXHIBIT 99.1 iCoreConnect 2023 Stock Plan Section 1. Purpose. The purpose of the iCoreConnect 2023 Stock Plan (the “Plan”) is to attract and retain outstanding individuals as Key Employees, Directors, and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees, Directors, Consultants and to provide such Key Employees

December 27, 2023 S-8

As filed with the Securities and Exchange Commission on December 27, 2023

As filed with the Securities and Exchange Commission on December 27, 2023 Registration No.

December 27, 2023 EX-FILING FEES

Filing fee table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) iCoreConnect, Inc.

December 22, 2023 EX-10.1

Form of Securities Purchase Agreement related to the issuance of the Convertible Promissory Note

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ,] an individual (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by th

December 22, 2023 EX-4.1

Form of Convertible Promissory Note

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

December 22, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) December 18, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41309 iCoreConnect Inc

November 20, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 20, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File

November 20, 2023 EX-99.1

iCoreConnect Announces Third Quarter Fiscal 2023 Results

EXHIBIT 99.1 iCoreConnect Announces Third Quarter Fiscal 2023 Results OCOEE, FL –November 20, 2023– iCoreConnect, Inc. (NASDAQ: ICCT)(“iCore” or the “Company”) a cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform, today announced the results for its third quarter fiscal 2023 ende

November 15, 2023 NT 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41309 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

November 2, 2023 EX-4.1

Form of Warrant

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

November 2, 2023 EX-10.1

Form of Securities Purchase Agreement

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ], an [ ] (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules an

November 2, 2023 EX-4.2

Form of Common Stock Purchase Warrant

EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. COMMON STOCK PURCHAS

November 2, 2023 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 13, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporatio

November 1, 2023 EX-10.1

Form of Securities Purchase Agreement dated October 26, 2023 related to the issuance of the Promissory Note and Warrant

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [NAME], an individual (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by

November 1, 2023 EX-10.2

Form of Securities Purchase Agreement dated October 26, 2023 related to the issuance of the Convertible Note and Additional Warrant

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ], an individual (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the r

November 1, 2023 EX-4.1

Form of Warrant dated October 26, 2023

EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. COMMON STOCK PURCHAS

November 1, 2023 EX-4.3

Form of Convertible Note dated October 26, 2023

EXHIBIT 4.3 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

November 1, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) October 26, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File

November 1, 2023 EX-10.3

Form of Securities Purchase Agreement dated October 31, 2023 related to the issuance of the Additional Convertible Note

EXHIBIT 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ,] an individual (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by th

November 1, 2023 EX-4.5

Form of Additional Convertible Note dated October 31, 2023

EXHIBIT 4.5 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

November 1, 2023 EX-4.4

Form of Additional Promissory Note dated October 26, 2023

EXHIBIT 4.4 $200,000.00 Ocoee, FL [DATE], 2023 PROMISSORY NOTE Reference is made to that certain Asset Purchase Agreement dated [DATE], 2023, by and between ICORECONNECT INC., a Delaware corporation (“Promisor”), and [NAME] (“Promisee”). FOR VALUE RECEIVED, Promisor hereby promises to pay to the order of Promisee the principal sum of [AMT] and ZERO CENTS ($[ ] ) (the “Loan”), together with all acc

November 1, 2023 EX-4.2

Form of Additional Warrant dated October 26, 2023

EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. COMMON STOCK PURCHAS

October 27, 2023 424B5

iCoreConnect, Inc. Up to 74,420,908 Shares of Common Stock Up to 15,089,966 Shares of Series A Preferred Stock Up to 5,684,813 Private Placement Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274607 Prospectus iCoreConnect, Inc. Up to 74,420,908 Shares of Common Stock Up to 15,089,966 Shares of Series A Preferred Stock Up to 5,684,813 Private Placement Warrants This prospectus relates to: (i) the offer and resale of up to 1,600,000 shares of our common stock by Arena Business Solutions Global SPC II, Ltd. on behalf of and for the ac

October 24, 2023 CORRESP

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761

iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, Florida 34761 October 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: iCoreConnect, Inc. Registration Statement on Form S-1 File No. 333-274607 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, iCoreConnect, Inc., a Delaware corporation (th

October 19, 2023 EX-4.2

Form of Common Stock Purchase Warrant

EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. COMMON STOCK PURCHAS

October 19, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) October 13, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File

October 19, 2023 EX-4.1

Form of Warrant

EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

October 19, 2023 EX-10.1

Form of Securities Purchase Agreement

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ], an [ ] (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules an

October 11, 2023 EX-10.1

First Amendment dated October 5, 2023 to Asset Purchase Agreement between iCoreConnect, Inc. and Preferred Dental Development, LLC

EXHIBIT 10.1 EXECUTION COPY FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT BETWEEN ICORECONNECT INC. AND PREFERRED DENTAL DEVELOPMENT, LLC. This First Amendment to Asset Purchase Agreement (“Amendment”) is made and entered into as of October 5, 2023 by and between ICORECONNECT INC., a Delaware corporation (“Buyer”), and PREFERRED DENTAL DEVELOPMENT, LLC, an Arizona limited liability company (“Seller”

October 11, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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) October 5, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File N

October 10, 2023 S-1/A

As filed with the Securities and Exchange Commission on October 10, 2023

As filed with the Securities and Exchange Commission on October 10, 2023 Registration No.

September 20, 2023 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ICORECONNECT, INC.

September 20, 2023 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries iCore Midco, Inc. – Nevada corporation – 100% owned

September 20, 2023 S-1

As filed with the Securities and Exchange Commission on September 20, 2023

As filed with the Securities and Exchange Commission on September 20, 2023 Registration No.

September 19, 2023 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 14, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission Fi

September 19, 2023 EX-10.1

Form of Series A Preferred Stock Purchase Agreement (September 2023)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of September , 2023 by and among iCoreConnect, Inc. (the “Company”) and (“Buyer”). WHEREAS, the Company has agreed to sell shares of its Series A convertible preferred stock (the “Series A Preferred Stock”), and Buyer has agreed to purchase the Series A Preferred Stock from Seller; NOW, THEREF

September 14, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 12, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission Fi

September 14, 2023 EX-10.1

Purchase Agreement, dated September 12, 2023, between iCoreConnect Inc. and Arena Business Solutions Global SPC II, Ltd.

EXHIBIT 10.1 EXECUTION VERSION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) dated as of September 12, 2023 is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #8 – SPC #8 (the “Investor”), and ICORECONNECT, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subje

September 11, 2023 EX-16.1

Letter dated September 11, 2023 from Plante & Moran, PLLC to the SEC

EXHIBIT 16.1 September 11, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by iCoreConnect, Inc. and are in agreement with the statements relating to Plante & Moran, PLLC contained in Item 4.01 therein, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of i

September 11, 2023 8-K

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): September 6, 2023

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): September 6, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission Fil

September 7, 2023 EX-2.1

Asset Purchase Agreement dated September 1, 2023 between iCoreConnect, Inc. and Preferred Dental Development, LLC

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 1, 2023 BETWEEN ICORECONNECT INC. AND PREFERRED DENTAL DEVELOPMENT, LLC., INDEX Article I 1 1.1 1 Article II 5 2.1 5 2.2 5 2.3 5 2.4 5 2.5 5 2.6 5 2.7 6 2.8 6 2.9 6 2.10 6 2.11 6 2.12 6 2.13 7 2.14 7 2.15 7 2.16 7 2.17 8 2.18 8 2.19 8 2.20 8 Article III 9 3.1 9 3.2 10 3.3 10 3.4 10 3.5 10 3.6 10 3.7 11 3.8 12 3.9 12 3.10 12 3.11 13 3.12 13

September 7, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) September 1, 2023 iCoreConnect Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File

August 31, 2023 EX-99.2

iCoreConnect Inc.

EXHIBIT 99.2 iCoreConnect Inc. Unaudited Pro Forma Condensed Combined Statement of Operations (in thousands, except share and per share data) unaudited Six Months Ended June 30, 2023 Pro Forma (unaudited) Condensed FGMC (Historical) iCore (Historical) Closing Adjustments Combined at Closing Revenue $ - $ 3,697 $ - $ 3,697 Cost of Sales - 975 - 975 Gross Profit - 2,722 - 2,722 - OPERATING EXPENSES:

August 31, 2023 EX-10.7

Employment Agreement between iCoreConnect Inc. and Murali Chakravarthi

EXHIBIT 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 1, 2023 (the “Effective Date”), by and between iCoreConnect, Inc., a Delaware corporation (the “Company”) having its principal place of business at 529 Crown Point Road, Suite 250 Ocoee, Florida 34761, and Murali Chakravarthi (“Executive”, and the Company and the Executive collectively ref

August 31, 2023 EX-3.2

Amended and Restated Bylaws of iCoreConnect Inc.

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF iCORECONNECT INC. (hereinafter called the “Corporation”) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the

August 31, 2023 EX-10.1

Amended and Restated Registration Rights Agreement among FG Merger Corp., and others, dated August 25, 2023

EXHIBIT 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2023, is made and entered into by and among FG Merger Corp., a Delaware corporation (the “Company”), FG Merger Investors LLC, a Delaware limited liability company (the “Sponsor”), ThinkEquity, a division of Fordham Financial Management,

August 31, 2023 EX-99.1

Shares will begin trading on The Nasdaq Capital Market under the ticker symbol “ICCT” on August 28, 2023 iCoreConnect to receive $18.8 million in proceeds to accelerate future growth

EXHIBIT 99.1 August 25, 2023 iCoreConnect Announces Completion of Business Combination Shares will begin trading on The Nasdaq Capital Market under the ticker symbol “ICCT” on August 28, 2023 iCoreConnect to receive $18.8 million in proceeds to accelerate future growth OCOEE, Fla.-(BUSINESS WIRE)- iCoreConnect Inc. (OTCQB: ICCT) (“iCore” or the “Company”), a leading cloud-based software and techno

August 31, 2023 EX-10.5

Employment Agreement between iCoreConnect Inc. and Archit Shah

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 1, 2023 (the “Effective Date”), by and between iCoreConnect, Inc., a Delaware corporation (the “Company”) having its principal place of business at 529 Crown Point Road, Suite 250 Ocoee, Florida 34761, and Archit Shah (“Executive”, and the Company and the Executive collectively referred to

August 31, 2023 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 August 25, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 31, 2023 EX-10.3

iCoreConnect 2023 Stock Plan

EXHIBIT 10.3 iCoreConnect 2023 Stock Plan Section 1. Purpose. The purpose of the iCoreConnect 2023 Stock Plan (the “Plan”) is to attract and retain outstanding individuals as Key Employees, Directors, and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees, Directors, Consultants and to provide such Key Employees

August 31, 2023 EX-3.1

Second Amended and Restated Certificate of Incorporation of iCoreConnect Inc.

EXHIBIT 3.1

August 31, 2023 EX-10.6

Employment Agreement between iCoreConnect Inc. and David Fidanza

EXHIBIT 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 1, 2023 (the “Effective Date”), by and between iCoreConnect, Inc., a Delaware corporation (the “Company”) having its principal place of business at 529 Crown Point Road, Suite 250 Ocoee, Florida 34761, and David Fidanza (“Executive”, and the Company and the Executive collectively referred

August 31, 2023 EX-10.4

Employment Agreement between iCoreConnect Inc. and Robert McDermott

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 1, 2023 (the “Effective Date”), by and between iCoreConnect, Inc., a Delaware corporation (the “Company”) having its principal place of business at 529 Crown Point Road, Suite 250 Ocoee, Florida 34761, and Robert McDermott (“Executive”, and the Company and the Executive collectively referr

August 23, 2023 8-K

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders

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 August 18, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 22, 2023 EX-99.1

FG Merger Corp. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands)

Exhibit 99.1 FG Merger Corp. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands) 30-Jun-23 31-Jul-23 (unaudited) (unaudited) (unaudited) FGMC iCore FGMC iCore Transaction Accounting Pro Forma Condensed (Historical) (Historical) (Historical) (Historical) Adjustments Combined ASSETS CURRRENT ASSETS: Cash and cash equivalents $ 6.0 $ 69 $ 5 $ 136 4,154 A,H 141 11,278 B,H (11,278 ) B (

August 22, 2023 EX-99.1

FG Merger Corp. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands)

Exhibit 99.1 FG Merger Corp. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands) 30-Jun-23 31-Jul-23 (unaudited) (unaudited) (unaudited) FGMC iCore FGMC iCore Transaction Accounting Pro Forma Condensed (Historical) (Historical) (Historical) (Historical) Adjustments Combined ASSETS CURRRENT ASSETS: Cash and cash equivalents $ 6.0 $ 69 $ 5 $ 136 4,154 A,H 141 11,278 B,H (11,278 ) B (

August 22, 2023 8-K

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 August 22, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (E

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 August 22, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 22, 2023 425

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 August 22, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (E

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 August 22, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 15, 2023 425

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 August 15, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (E

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 August 15, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 15, 2023 8-K

Regulation FD Disclosure

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 August 15, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 14, 2023 EX-10.1

Prepaid Forward Purchase Agreement, dated August 14, 2023

Exhibit 10.1   PREPAID FORWARD PURCHASE AGREEMENT   This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of August 14, 2023, by and among FG Merger Corp., a Delaware corporation (“SPAC” or “Parent”)), iCoreConnect Inc., a Nevada corporation (“ICCT” or the “Company”) and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized term

August 14, 2023 425

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 August 14, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (E

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 August 14, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 14, 2023 EX-10.1

Prepaid Forward Purchase Agreement, dated August 14, 2023

Exhibit 10.1   PREPAID FORWARD PURCHASE AGREEMENT   This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of August 14, 2023, by and among FG Merger Corp., a Delaware corporation (“SPAC” or “Parent”)), iCoreConnect Inc., a Nevada corporation (“ICCT” or the “Company”) and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized term

August 14, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 August 14, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Num

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41309

August 8, 2023 425

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 August 8, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Ex

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 August 8, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Numb

August 8, 2023 EX-99.1

FG Merger Corp. Announces it will Adjourn the Special Meeting of Shareholders to Approve Business Combination with iCoreConnect

Exhibit 99.1 FG Merger Corp. Announces it will Adjourn the Special Meeting of Shareholders to Approve Business Combination with iCoreConnect · Special Meeting of FG Merger Corp. shareholders to be adjourned until August 18, 2022, at 10:00 a.m., Eastern Time August 8, 2023, NEW YORK-(BUSINESS WIRE)- FG Merger Corp. (Nasdaq: FGMC), a special purpose acquisition company (“FGMC”), today announced that

August 8, 2023 EX-99.1

FG Merger Corp. Announces it will Adjourn the Special Meeting of Shareholders to Approve Business Combination with iCoreConnect

Exhibit 99.1 FG Merger Corp. Announces it will Adjourn the Special Meeting of Shareholders to Approve Business Combination with iCoreConnect · Special Meeting of FG Merger Corp. shareholders to be adjourned until August 18, 2022, at 10:00 a.m., Eastern Time August 8, 2023, NEW YORK-(BUSINESS WIRE)- FG Merger Corp. (Nasdaq: FGMC), a special purpose acquisition company (“FGMC”), today announced that

August 8, 2023 8-K

Financial Statements and Exhibits, Other Events

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 August 8, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Numb

July 28, 2023 425

2

Filed by FG Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FG Merger Corp. Commission File No. 001-41309 [The following is the transcript of a fireside chat between FG Merger Corp. and iCoreConnect Inc. CEOs to discuss their pending business combination that was made available on

July 27, 2023 425

FGMC Merger Corp. and iCoreConnect to Participate in IPO Edge Fireside Chat to Discuss Business Combination

Filed by FG Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FG Merger Corp. Commission File No. 001-41309 FGMC Merger Corp. and iCoreConnect to Participate in IPO Edge Fireside Chat to Discuss Business Combination NEW YORK—July 27, 2023—FG Merger Corp. (Nasdaq: FGMC), a special pu

July 12, 2023 424B3

JOINT PROXY STATEMENT/PROSPECTUS DATED JULY 11, 2023 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT PROXY STATEMENT FOR SPECIAL MEETING OF FG MERGER CORP. PROXY STATEMENT FOR SPECIAL MEETING OF ICORECONNECT INC.

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-269515 JOINT PROXY STATEMENT/PROSPECTUS DATED JULY 11, 2023 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT PROXY STATEMENT FOR SPECIAL MEETING OF FG MERGER CORP. PROXY STATEMENT FOR SPECIAL MEETING OF ICORECONNECT INC. On January 5, 2023, FG Merger Corp., a Delaware corporation (“FGMC”), entered into a Merger Agreement and Plan

July 11, 2023 425

Filed by FG Merger Corp. pursuant to

Filed by FG Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FG Merger Corp. Commission File No. 001-41309 IPO Edge and the Palm Beach Hedge Fund Association will host a fireside chat with FG Merger Corp. (NASDAQ:FGMC) and iCoreConnect (OTCQB:ICCT) on Thursday, July 27 at 11 AM ET

June 30, 2023 CORRESP

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 June 30, 2023 Via EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.E. Washington, DC 20549 Attention: Jennifer O'Brien Raj Rajan Re: FG Merger Corp. Form 10-K for Fiscal Year Ended December 31, 2022 Filed February 2, 2023 File No. 001-

June 28, 2023 EX-10.1

Amended and Restated Sponsor Note

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

June 28, 2023 425

FGMC Merger Corp. Provides a Unique Investment Opportunity in Upcoming Transaction, Bridging the Gap Between Retail and Institutional Investors Provides all shareholders access to an investment structure typically available exclusively to institution

Filed by FG Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FG Merger Corp. Commission File No. 001-41309 FGMC Merger Corp. Provides a Unique Investment Opportunity in Upcoming Transaction, Bridging the Gap Between Retail and Institutional Investors Provides all shareholders acces

June 28, 2023 EX-10.1

Amended and Restated Promissory Note, dated June 23, 2023, issued to FG Merger Investors LLC (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on June 28, 2023).

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

June 28, 2023 8-K

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 June 23, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exa

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 June 23, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Numbe

June 28, 2023 425

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 June 23, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exa

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 June 23, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Numbe

June 26, 2023 425

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 June 26, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exa

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 June 26, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Numbe

June 26, 2023 425

Investor Presentation (Link When Provided)

Filed by FG Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FG Merger Corp. Commission File No. 001-41309 Subject Lines: High-Yielding de-SPAC Opportunity Dividend Yielding de-SPAC 80% Downside Covered 12% Dividend de-SPAC 12% Yield Preferred Stock Merger FGMC and iCoreConnect Mer

June 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 June 26, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Numbe

June 26, 2023 EX-99.1

The SaaSPlatform for Healthcare Business Workflow | Investor Presentation June 2023 Disclaimer 2 This presentation (the “Presentation”) has been prepared by iCoreConnect Inc. (“iCoreConnect”, or “ICCT” or the “Company”) solely for use by interested p

Exhibit 99.1 The SaaSPlatform for Healthcare Business Workflow | Investor Presentation June 2023 Disclaimer 2 This presentation (the “Presentation”) has been prepared by iCoreConnect Inc. (“iCoreConnect”, or “ICCT” or the “Company”) solely for use by interested parties in connection with their evaluation of the Company in the context of an evaluation of a possible transaction with FG Merger Corp.

June 26, 2023 EX-99.1

The SaaSPlatform for Healthcare Business Workflow | Investor Presentation June 2023 Disclaimer 2 This presentation (the “Presentation”) has been prepared by iCoreConnect Inc. (“iCoreConnect”, or “ICCT” or the “Company”) solely for use by interested p

Exhibit 99.1 The SaaSPlatform for Healthcare Business Workflow | Investor Presentation June 2023 Disclaimer 2 This presentation (the “Presentation”) has been prepared by iCoreConnect Inc. (“iCoreConnect”, or “ICCT” or the “Company”) solely for use by interested parties in connection with their evaluation of the Company in the context of an evaluation of a possible transaction with FG Merger Corp.

June 21, 2023 POS AM

As filed with the U.S. Securities and Exchange Commission on June 20, 2023

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 20, 2023 Registration No. 333-269515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2462502 (State or ot

June 21, 2023 EX-99.2

Form of Proxy Card of iCoreConnect

EX-99.2 5 fgmc-20230331xex99d2.htm EXHIBIT 99.2 Exhibit 99.2 PROXY CARD iCoreConnect, Inc. 529 Crown Point Road, Suite 250 Ocoee, FL 34761 SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF iCoreConnect, Inc. The undersigned appoints Robert McDermott and Archit Shah as proxies, and each of them with full power to act without the other, each with the powe

June 21, 2023 EX-99.1

Form of Proxy Card of FG Merger Corp.

Exhibit 99.1 PROXY CARD FG MERGER CORP. 104 S. Walnut Street, Unit 1A Itasca, Illinois 60143 SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FG MERGER CORP. The undersigned appoints M. Wesley Schrader and Hassan R. Baqar as proxies, and each of them with full power to act without the other, each with the power to appoint a substitute, and hereby autho

June 13, 2023 425

Filed by FG Merger Corp. pursuant to

Filed by FG Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FG Merger Corp. Commission File No. 001-41309 On June 12, 2023, FG Merger Corp. made available the following email communication relating to its proposed business combination with iCoreConnect Inc. Subject Line: High Grow

June 2, 2023 EX-10.2

Form of Promissory Note issued to certain affiliates of iCoreConnect Inc. (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed on June 2, 2023).

Exhibit 10.2 Form of Note THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SU

June 2, 2023 8-K

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 May 31, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exac

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 May 31, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Number

June 2, 2023 EX-10.2

Form of Target Note

Exhibit 10.2 Form of Note THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SU

June 2, 2023 EX-10.1

Sponsor Note

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

June 2, 2023 EX-99.1

FGMC Merger Corp. Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 FGMC Merger Corp. Announces Extension of Deadline to Complete Business Combination New York, NY, June 2, 2023 — FG Merger Corp. (NASDAQ: FGMC (“FGMC” or the “Company”), a special purpose acquisition company, announced today that FGMC Investors LLC, the Company's initial public offering sponsor, has timely deposited into the Company's trust account, an aggregate of $805,000, in order t

June 2, 2023 425

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 May 31, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exac

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 May 31, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Number

June 2, 2023 EX-10.1

Sponsor Note

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

June 2, 2023 EX-99.1

FGMC Merger Corp. Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 FGMC Merger Corp. Announces Extension of Deadline to Complete Business Combination New York, NY, June 2, 2023 — FG Merger Corp. (NASDAQ: FGMC (“FGMC” or the “Company”), a special purpose acquisition company, announced today that FGMC Investors LLC, the Company's initial public offering sponsor, has timely deposited into the Company's trust account, an aggregate of $805,000, in order t

May 24, 2023 EX-99

FGMC Merger Corp. Announces Intention to Extend Deadline to Complete Business Combination

Exhibit 99.1 FGMC Merger Corp. Announces Intention to Extend Deadline to Complete Business Combination New York, NY, May 24, 2023 — FG Merger Corp. (NASDAQ: FGMC (“FGMC” or the “Company”), a special purpose acquisition company, announced today that, on May 24, 2023, it notified the trustee of the Company’s trust account of its intention to extend (the “Extension”) the time available to the Company

May 24, 2023 EX-99.1

FGMC Merger Corp. Announces Intention to Extend Deadline to Complete Business Combination

Exhibit 99.1 FGMC Merger Corp. Announces Intention to Extend Deadline to Complete Business Combination New York, NY, May 24, 2023 — FG Merger Corp. (NASDAQ: FGMC (“FGMC” or the “Company”), a special purpose acquisition company, announced today that, on May 24, 2023, it notified the trustee of the Company’s trust account of its intention to extend (the “Extension”) the time available to the Company

May 24, 2023 8-K

Financial Statements and Exhibits, Other Events

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 May 24, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Number

May 24, 2023 425

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 May 24, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exac

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 May 24, 2023 Date of Report (Date of earliest event reported) FG Merger Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41309 86-2462502 (State or other jurisdiction of incorporation) (Commission File Number

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4130

May 4, 2023 424B3

JOINT PROXY STATEMENT/PROSPECTUS DATED MAY 3, 2023 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT PROXY STATEMENT FOR SPECIAL MEETING OF FG MERGER CORP. PROXY STATEMENT FOR SPECIAL MEETING OF ICORECONNECT INC.

424B3 1 tm234389-17424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-269515 JOINT PROXY STATEMENT/PROSPECTUS DATED MAY 3, 2023 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT PROXY STATEMENT FOR SPECIAL MEETING OF FG MERGER CORP. PROXY STATEMENT FOR SPECIAL MEETING OF ICORECONNECT INC. On January 5, 2023, FG Merger Corp., a Delaware corporation (“FGMC”), entered

May 2, 2023 CORRESP

FG Merger Corp. 104 S. Walnut Street, Unit 1A Itasca, Illinois 60143

FG Merger Corp. 104 S. Walnut Street, Unit 1A Itasca, Illinois 60143 708-870-7365 May 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kyle Wiley Jeff Kauten Re: FG Merger Corp. Registration Statement on Form S-4 Filed February 1, 2023, as amended File No. 333-269515 Dear Mr. Wiley and Mr. Kauten: Pursuan

May 2, 2023 EX-4.9

Specimen FGMC Preferred Stock Certificate

EX-4.9 3 tm234389d15ex4-9.htm EXHIBIT 4.9 Exhibit 4.9 NUMBER NUMBER P- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ICORECONNECT INC. (FORMERLY, FG MERGER CORP.) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SERIES A PREFERRED STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE SERIES A PREFERRED STOCK OF ICORECONNECT IN

May 2, 2023 S-4/A

As filed with the U.S. Securities and Exchange Commission on May 1, 2023

As filed with the U.S. Securities and Exchange Commission on May 1, 2023 Registration No. 333-269515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

May 2, 2023 EX-99.7

Consent of Joseph Anthony Gitto to be named as a director

EX-99.7 8 tm234389d15ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 CONSENT OF JOSEPH ANTHONY GITTO In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of

May 2, 2023 EX-99.3

Consent of Robert McDermott to be named as a director

EX-99.3 4 tm234389d15ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF ROBERT MCDERMOTT In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dire

May 2, 2023 EX-99.5

Consent of Harry Joseph Travis to be named as a director

EX-99.5 6 tm234389d15ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF HARRY JOSEPH TRAVIS In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d

May 2, 2023 EX-99.4

Consent of Kevin Patrick McDermott to be named as a director

EX-99.4 5 tm234389d15ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF KEVIN PATRICK MCDERMOTT In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board

May 2, 2023 EX-4.8

Specimen Common Stock Certificate of the Combined Entity.

EX-4.8 2 tm234389d15ex4-8.htm EXHIBIT 4.8 Exhibit 4.8 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ICORECONNECT INC. (FORMERLY, FG MERGER CORP.) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF ICORECONNECT INC. (FORMERLY, FG MERGER

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista