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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