Item 1.01. Entry Into a Material Definitive Agreement

On December 14, 2022, iCoreConnect, Inc., a Nevada corporation (the "Company"), entered into a promissory note with an issue date of November 28, 2022 (the "November Promissory Note") with Jeffrey Stellinga in exchange for $107,500. The maturity of the November Promissory Note is three months from November 28, 2022 and carries an interest rate of 15% per annum. The November Promissory Note is subject to subordination to the Company's senior lender. In conjunction with the November Promissory Note, the Company also issued a warrant to purchase 18,813 shares of common stock, which expires five years from November 28, 2022 and has an exercise price of $0.20.

On December 14, 2022, the Company entered into a promissory note with an issue date of December 15, 2022 (the "December Promissory Note") to Robert McDermott in exchange for $55,000. The maturity of the December Promissory Note is four months from the date of issuance and carries an interest rate of 15% per annum. In conjunction with the December Promissory Note, the Company also issued a warrant to purchase 9,625 shares of common stock (the "Warrant") which expires five years December 15, 2022 and has an exercise price of $0.20 with respect to 4,813 shares underlying the Warrant and $0.25 with respect to 4,812 shares underlying the Warrant.

On December 15, 2022, the Company entered into a convertible promissory note (the "Convertible Note") with Robert McDermott in exchange for $80,000. The maturity of the Convertible Note is March 31, 2023 and carries an interest rate of 15% per annum and is initially convertible into Company common stock at a conversion rate of $0.08 per share. The December Promissory Note described in the above paragraph and the Convertible Note are subject to subordination to the Company's senior lender.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

The November Promissory Note, December Promissory Note and the Warrant, and the shares issuable upon conversion of the Convertible Note and the exercise of the Warrant are being sold and issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.






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Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description

  4.1           November Promissory Note

  4.2           Common Stock Purchase Warrant issued in connection with the
              November Promissory Note

  4.3           December Promissory Note

  4.4           Common Stock Purchase Warrant issued in connection with the
              December Promissory Note

  4.5           Convertible Note

  10.1          Subordination Agreement in connection with the December Promissory
              Note

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)





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