8-K
filed August 31, 2023, 7:59 PM ET
CIK 0001906133
M&A
confidence high
sentiment neutral
materiality 0.75
iCoreConnect Inc.: M&A transaction — FG Merger Corp. completes $98M business combination with iCoreConnect, now trading as ICCT
iCoreConnect Inc.
- Pre-transaction equity value of $98M for Old iCore stockholders; combined company renamed iCoreConnect Inc.
- Approximately 6.46M FGMC shares redeemed at ~$10.69 per share, totaling ~$69.1M in trust withdrawals.
- Post-combination: 8.1M shares common stock, 3.78M shares Series A preferred (12% dividend), and 10.12M warrants.
- Common stock to trade on NASDAQ under ICCT beginning August 28, 2023; preferred and warrants not listed.
- 180-day lock-up agreements for initial stockholders and former Old iCore equity holders.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Archit Shah was appointed as Chief Financial Officer at iCoreConnect Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
We entered into an employment agreement, effective September 1, 2023, with Archit Shah, pursuant to which he agreed to serve as our Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
M. Wesley Schrader resigned as Director at iCoreConnect Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert McDermott was appointed as Chief Executive Officer at iCoreConnect Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
We entered into an employment agreement, effective September 1, 2023, with Robert McDermott, pursuant to which he agreed to serve as our Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mark Penway resigned as Chief Financial Officer at iCoreConnect Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Mark Penway resigned from his position as Chief Financial Officer of FGMC
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Larry G. Swets, Jr. resigned as Chairman at iCoreConnect Inc..
- Action
- resigned
- Role
- Chairman
Exact text from the filing
Larry G. Swets, Jr. resigned from his position as Chairman of FGMC
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
M. Wesley Schrader resigned as Chief Executive Officer at iCoreConnect Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
M. Wesley Schrader resigned from his position as Chief Executive Officer of FGMC
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeff Sutton resigned as Director at iCoreConnect Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Hassan R. Baqar resigned as Director at iCoreConnect Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Larry G. Swets, Jr. resigned as Director at iCoreConnect Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ryan Turner resigned as Director at iCoreConnect Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
iCoreConnect Inc. underwent a change of control involving Old iCore (iCoreConnect Inc.) for pre-transaction equity value of $98,000,000 (closed 2023-08-25).
- Action
- change of control
- Counterparty
- Old iCore (iCoreConnect Inc.)
- Consideration
- pre-transaction equity value of $98,000,000
- Closing
- 2023-08-25
Exact text from the filing
herein by reference. Business Combination Consideration The aggregate consideration received by the Old iCore stockholders was based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization,
View on SEC.gov
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