iCoreConnect Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-07-28: Form 8-K; Period of report 2023-07-27; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2023-05-25: Form 8-K; Period of report 2023-05-18; Description 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 4.02.
- 2023-05-19: Form 8-K; Period of report 2023-05-19; Description 8.01 Other Events; Details 8.01.
- 2023-04-14: Form 8-K; Period of report 2023-04-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-07-28 | 8-K | 2023-07-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 27, 2023, iCoreConnect Inc. (the “Company”) held a special meeting of stockholders (the “Meeting”), at which the Company’s stockholder of record voted on the proposals set forth below, each of which is described in detail in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2023, which was first mailed by the Company to its stockholders on or about July 12, 2023. | icct_8k.htm |
| 2023-05-25 | 8-K | 2023-05-18 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On May 18, 2023, iCoreConnect, Inc.’s (the “Company”) management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), after discussion with Company legal advisors, concluded that it is appropriate to restate the Company’s previously issued: (i) audited financial statements as of December 31, 2021 and 2022, which were included in the Company’s Annual Reports on Form 10-K, originally filed with the SEC on April 18, 2022 and March 23, 2023, respectively, and (ii) unaudited financial statements for the quarters ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which were included in the Company’s Quarterly Reports on Form 10-Q, originally filed with the SEC on November 15, 2021, May 12, 2022, August 12, 2022, and November 14, 2022, respectively (the “Impacted Filings”). | icct_8k.htm |
| 2023-05-19 | 8-K | 2023-05-19 | 8.01 Other Events | 8.01 On May 19, 2023, iCoreConnect, Inc. (the “Company”) determined to cancel the special meeting of stockholders, scheduled for May 19, 2023, at 9:00 a.m. | icct_8k.htm |
| 2023-04-14 | 8-K | 2023-04-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 14, 2023, Dr. John Pasqual and Joseph Gitto were appointed to the Board of Directors of iCoreConnect Inc., (the “Company”). | icct_8k.htm |
| 2023-04-14 | 8-K | 2023-04-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 14, 2023, Jeffrey Stellinga notified iCoreConnect, Inc., a Nevada corporation (the “Company”) of his resignation from the Company’s Board of Directors and all committees thereof, effective immediately. | icct_8k.htm |
| 2023-04-14 | 8-K | 2023-04-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 14, 2023, Paul Jackson notified iCoreConnect, Inc., a Nevada corporation (the “Company”) of his resignation from the Company’s Board of Directors and all committees thereof, effective immediately. | icct_8k.htm |
| 2023-01-27 | 8-K | 2023-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 26, 2023, Harry Travis and Kevin McDermott were appointed to the Board of Directors of iCoreConnect Inc., (the “Company”). | icct_8k.htm |
| 2023-01-06 | 8-K | 2023-01-05 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On January 6, 2023, FGMC and iCoreConnect issued a joint press release announcing the execution of the Merger Agreement and related matters. | tm232376d1_8k.htm |
| 2023-01-04 | 8-K | 2022-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 31, 2022, John Schneller notified iCoreConnect, Inc., a Nevada corporation (the “Company”) of his resignation from the Company’s Board of Directors and all committees thereof, effective immediately. | icct_8k.htm |
| 2023-01-04 | 8-K | 2022-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 31, 2022, Robert DeSanti notified iCoreConnect, Inc., a Nevada corporation (the “Company”) of his resignation from the Company’s Board of Directors and all committees thereof, effective immediately. | icct_8k.htm |
| 2023-01-03 | 8-K | 2022-11-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 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. 2.03 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | icct_8k.htm |
| 2022-12-29 | 8-K | 2022-12-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 27, 2022, JD Smith notified iCoreConnect, Inc., a Nevada corporation (the “Company”) of his resignation from the Company’s Board of Directors and all committees thereof, effective immediately. | icct_8k.htm |
| 2022-11-09 | 8-K | 2022-11-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 1, 2022, iCoreConnect, Inc., a Nevada corporation (the “Company”), entered into a settlement agreement and release (the “Settlement Agreement”) with Sonoran Pacific Resources, LLP, an Arizona limited liability partnership (“SPR”) and Jerry Smith (“Smith”) in connection with certain ongoing litigation. | icct_8k.htm |
| 2022-08-19 | 8-K | 2022-08-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On August 18, 2022, iCoreConnect, Inc., a Nevada corporation (the “Company”), entered into a promissory note (the “Promissory Note”) with Gary Boyer in exchange for $250,000. 2.03 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | icct_8k.htm |
| 2022-08-08 | 8-K | 2022-08-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 On August 5, 2022, iCoreConnect, Inc., a Nevada corporation (the “Company”), entered into a promissory note (the “Promissory Note”) with Gary Boyer in exchange for $250,000. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | icct_8k.htm |
| 2022-08-03 | 8-K | 2022-07-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On July 29, 2022, iCoreConnect, Inc., a Nevada corporation (the “Company”), entered into a promissory note (the “Promissory Note”) with Gary Boyer in exchange for $500,000. 2.03 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | icct_8k.htm |
| 2022-08-03 | 8-K/A | 2021-09-01 | 9.01 Financial Statements and Exhibits | icct_8ka.htm | |
| 2022-08-03 | 8-K/A | 2021-04-23 | 9.01 Financial Statements and Exhibits | icct_8ka.htm | |
| 2021-12-27 | 8-K | 2021-12-16 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 16, 2021, the Audit Committee (the “Audit Committee”) of the Board of Directors of iCoreConnect, a Nevada corporation (the “Company”), approved the engagement of MARCUM, LLP (“MARCUM”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2021, effective immediately, and dismissed BF BORGERS CPA PC (“BORGERS”) as the Company's independent registered public accounting firm. | icct_8k.htm |
| 2021-12-22 | 8-K | 2021-12-16 | 8.01 Other Events | 8.01 Voting for Directors of the Board of Directors and other matters that require a vote will occur at a special meeting to be announced at a later date at which point proxy materials will be made available. | icct_8k.htm |
| 2021-10-13 | 8-K | 2021-10-11 | 8.01 Other Events | 8.01 On August 24, 2021 Sonoran Pacific Resources, LLP, (“Lender”) an Arizona limited liability partnership, controlled by a shareholder who is the father of our chairman of the board of directors, provided a Default Notice to the Company asserting that we were obligated to pay the sum of $863,274. | icct_8k.htm |
| 2021-09-10 | 8-K | 2021-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 7th, 2021, iCoreConnect Inc. (OTCQB: ICCT) (the “Company”) announced the appointment of Archit Shah as Chief Financial Officer. | icct_8k.htm |
| 2021-09-01 | 8-K | 2021-09-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On September 1st, 2021, iCoreConnect Inc., a Nevada corporation (“Buyer”), acquired substantially all of the assets and business of Spectrum Technology Solutions, LLC, an Arizona limited liability company, (“Seller”), in exchange for (i) 4,046,617 shares of restricted Common Stock of Buyer, (ii) $1,500,000 in cash and (iii) the assumption of certain liabilities and obligations of Seller. | icct_8k.htm |
| 2021-07-15 | 8-K | 2021-07-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 , Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | icct_8k.htm |
| 2021-04-30 | 8-K | 2021-04-23 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 2.01 On April 23, 2021, iCoreConnect Inc., a Nevada corporation (“Buyer”), acquired substantially all of the assets and business of Heyns Unlimited LLC, an Arizona limited liability company, doing business as Advantech (“Seller”), in exchange for (i) 5,000,000 shares of restricted Common Stock of Buyer, (ii) $1,800,000 in cash and (iii) the assumption of certain liabilities and obligations of Seller. 7.01 A copy of the press release announcing the acquisition of Heyns Unlimited, LLC, an Arizona limited liability company, doing business as Adventech is attached to this Form 8-K as Exhibit 99.1. | icct_8k.htm |
| 2021-04-26 | 8-K | 2021-03-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Samuel B. Fortenbaugh III (the “Service Provider”) who was a Director of iCoreConnect, Inc.(OTCQB:ICCT) (the “Company”) and who has acted and, upon the request of the Company, may continue to act as counsel to the Company entered into a settlement agreement dated as of January 1, 2021 (the “Agreement|”) pursuant to which the Company agreed to pay to the Service Provider a fee for services (other than General Retainer Services as defined in the Agreement) rendered during the period beginning April 1, 2018 and ending December 21, 2020 (the “Non-Retainer Services”) and the Service Provider agreed to resign as a Director of the Company upon the payment by the Company to the Service Provider of the entire Non-Retainer Fee which was paid in two installments on February 3, 2021 and March 2, 2021. | icct_8k.htm |
| 2021-03-17 | 8-K | 2021-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 9, 2021, iCoreConnect Inc. (OTCQB: ICCT) (the “Company”) announced the appointment of Hal Goetsch as Chief Financial Officer. 7.01 A copy of the press release announcing the appointment of Mr. Goetsch is attached to this Form 8-K as Exhibit 99.1. | icct_8k.htm |
| 2021-01-28 | 8-K | 2021-01-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Commitment Shares, the Private Placement Shares and the offering and sale of up to $5.0 million of shares of common stock from time to time under the Purchase Agreement is incorporated by reference into this Item 3.02. | icct_8k.htm |
| 2021-01-22 | 8-K | 2021-01-15 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On January 15, 2021, the Audit Committee of the Board of Directors of iCoreConnect, Inc. (the "Company") authorized and approved the Company's dismissal of Cherry Bekaert LLP ("Cherry Bekaert") as independent auditors for the Company and its subsidiaries, effective immediately. | icct_8k.htm |
| 2020-08-14 | 8-K | 2020-08-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 See Item 1.01 of this Form 8-K with respect to the number of shares of common stock that the Company shall issue and sell to the Investor. | icct_8k.htm |
| 2020-08-14 | 8-K | 2020-08-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 7, 2020, the Board of Directors of iCoreConnect Inc., (the “Company”) elected Paul Jackson as a Director of the Company. | icct_8k.htm |
| 2020-07-23 | 8-K | 2020-07-23 | 8.01 Other Events | 8.01 The Board of Directors of iCoreConnect Inc., a Nevada corporation (the “Company”) has determined that, because of the passage of time and the occurrence of events beyond the control of the Company, it is in the best interests of the Company and its stockholders that the 2020 Annual Stockholders Meeting not be held on Friday, August 28, 2020 as previously planned and instead be held on Thursday, December 17, 2020 at 10:30 AM, Eastern Time, at the office of the Company, 3554 West Orange Country Club Drive, Suite 210, Winter Garden, Florida 34787, and that stockholders of record at the close of business on October 30, 2020 shall be entitled to notice of and to vote at such meeting and any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof. | icct_8k.htm |
| 2020-05-08 | 8-K/A | 2020-01-03 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On January 3, 2020 iCoreConnect Inc., a Nevada corporation (“Buyer”), acquired substantially all of the assets and business of Computer Plumber, LLC, a North Carolina limited liability company doing business as TrinIT (“Seller”), in exchange for (i) 730,000 shares of Common Stock of Buyer, (ii) $400,000 in cash and (iii) the assumption of certain specified debts, liabilities and obligations of Seller. 3.02 On January 3, 2020, in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, iCoreConnect Inc. issued 730,000 shares of its Common Stock to Computer Plumber, LLC. | icct_8ka.htm |
| 2020-04-30 | 8-K | 2020-04-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 24, 2020 the Board of Directors of iCoreConnect Inc., (the “Company”) elected John M. Schneller as a Director of the Company and appointed him as a member of the Audit and Compensation Committees of the Board of Directors. | icct_8k.htm |
| 2020-04-06 | 8-K | 2020-03-31 | 8.01 Other Events | 8.01 iCoreConnect Inc. (OTCQB: ICCT) announced on March 31, 2020 that it’s shares of Common Stock have been approved for trading on the OTCQB® Venture Market. | icct_8k.htm |
| 2020-01-07 | 8-K | 2020-01-03 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On January 3, 2020 iCoreConnect Inc., a Nevada corporation (“Buyer”), acquired substantially all of the assets and business of Computer Plumber, LLC, a North Carolina limited liability company doing business as TrinIT (“Seller”), in exchange for (i) 730,000 shares of Common Stock of Buyer, (ii) $400,000 in cash and (iii) the assumption of certain specified debts, liabilities and obligations of Seller. 3.02 On January 3, 2020, in reliance upon Section 4 (a) (2) of the Securities Act of 1933, as amended, iCoreConnect Inc. issued 730,000 shares of its Common Stock to Computer Plumber, LLC. | icct_8k.htm |
| 2019-06-07 | 8-K | 2019-06-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Xiaozheng Wang (also known as Paul Wang) resigned as the Registrant’s Controller and Principal Accounting Officer on June 3, 2019. | icct_8k.htm |
| 2019-05-16 | 8-K | 2019-05-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 13, 2019, the Board of Directors of the Company appointed Xiaozheng Wang (also known as Paul Wang), the Controller of the Company, as the Principal Accounting Officer of the Company, to serve at the pleasure of the Board of Directors of the Company. | icct_8k.htm |
| 2019-05-02 | 8-K | 2019-04-30 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On April 30, 2019 iCoreConnect Inc., a Nevada corporation ("Buyer'') acquired substantially all of the assets and business of ClariCare Inc., an Indiana corporation ("Seller"), in exchange for (i) 2,301,007 shares of Common Stock of Buyer, subject to adjustment, (ii) $50,000 in cash and (iii) the assumption of certain specified debts, liabilities and obligations of Seller, all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of April 30, 2019 between Seller and Buyer (the "Asset Purchase Agreement"). 3.02 On April 30, 2019, in reliance upon Section 4 (a) (2) of the Securities Act of I933, as amended, iCoreConnect Inc. issued 2,301,007 shares of its Common Stock to ClariCare Inc. pursuant to an Asset Purchase Agreement, a copy of which is attached to this Form 8-K as Exhibit 1 and incorporated herein by reference. | icct_8k.htm |
| 2019-03-18 | 8-K | 2019-03-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 , Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | vmci_8k.htm |
| 2018-10-19 | 8-K | 2018-10-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 15, 2018, Donald Douglas, the Chief Operating Officer of iCoreConnect Inc. (the "Company"), tendered his resignation, to the Board of Directors of the Company, and the Board of Directors of the Company accepted his resignation as the Chief Operating Officer of the Company. | vmci_8k.htm |
| 2018-09-21 | 8-K | 2018-09-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 7, 2018 the Board of Directors of iCoreConnect Inc., (the “Company”) elected Robert DeSanti as a Director of the Company. | vmci_8k.htm |
| 2017-12-21 | 8-K | 2017-12-15 | 5.01 Changes in Control of Registrant | vmci_8k.htm | |
| 2017-12-07 | 8-K | 2017-12-07 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On November 30, 2017 iCoreConnect Inc., a Nevada corporation (“Buyer”) acquired substantially all of the assets and business of ICDLogic LLC, a New York limited liability company (“Seller”), in exchange for (i) 1,940,000 shares of Common Stock of Buyer, subject to adjustment, and (ii) the assumption of certain specified debts, liabilities and obligations of Seller, all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of November 30, 2017 between Seller and Buyer (the “Asset Purchase Agreement”). 3.02 On November 30, 2017, in reliance upon Section 4a(2) of the Securities Act of 1933, as amended. iCoreConnect Inc. issued 1,940,000 shares of its Common Stock to ICDLogic LLC pursuant to an Asset Purchase Agreement, a copy of which is attached to this Form 8-K as Exhibit 1 and incorporated herein by reference. | vmci_8k.htm |
| 2017-10-25 | 8-K | 2017-10-23 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On October 23, 2017, the Audit Committee of the Board of Directors of iCoreConnect, Inc. (the "Company") authorized and approved the Company's dismissal of Rosenfield & Co., PLLC ("Rosenfield") as independent auditors for the Company and its subsidiaries, effective immediately. | vmci_8k.htm |
| 2017-06-30 | 8-K | 2017-06-30 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 On March 30, 2017, stockholders of iCoreConnect Inc., formerly known as iMedicor, Inc. (the “Company”), holding not less than two thirds of the outstanding shares of each of the Series A Preferred Stock of the Company (the “Series A Preferred Stock”) and the Series B Preferred Stock of the Company (the “Series B Preferred Stock”) and holders of Common Stock of the Company (who, together with the holder of the Series A Preferred Stock and the Series B Preferred Stock are entitled to vote upon matters submitted to stockholders for a vote in the same manner and with the same effect as the holders of Common Stock, voting together on an as converted basis and, therefore, represent a majority of the voting power of the Company), as well as the holders of convertible debt of the Company (the “Convertible Debt Holders”) who held as of June 30, 2017 approximately $6,482,000 of indebtedness (principal and accrued and unpaid interest thereon) of the Company convertible into shares of Common Stock of the Company (the “Convertible Debt”), entered into a Recapitalization Agreement dated as of November 1, 2016 (the "Recapitalization Agreement") for the purpose of recapitalizing the Company (the "Recapitalization"). 5.03 Effective June 30, 2017, the Company changed its name to iCoreConnect Inc.to reflect the fact that the business of the Company is expanding and is no longer limited to the medical field. | vmci_8k.htm |
| 2017-06-16 | 8-K | 2017-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 12, 2017, Donald Sproat, the Chief Financial Officer and Chief Accounting Officer of iMedicor, Inc. (the “Company”), tendered, for personal reasons, to the Board of Directors of the Company, and the Board of Directors of the Company accepted, his resignation as the Chief Financial Officer and Chief Accounting Officer of the Company. | vmci_8k.htm |
| 2017-03-31 | 8-K | 2017-03-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On March 30, 2017 iMedicor, Inc., a Nevada corporation formerly known as Vemics, Inc. (the "Company"), and the holders of approximately $6,200,000 aggregate principal amount of indebtedness of the Company convertible into shares of Common Stock of the Company (the "Convertible Debt"), the holders of not less than two thirds of the outstanding shares of the Series A Preferred Stock of the Company (the “Series A Preferred Stock”) and the holders of not less than two thirds of the outstanding shares of the Series B Preferred Stock of the Company (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock") entered into a Recapitalization Agreement dated as of November 1, 2016 (the "Recapitalization Agreement") for the purpose of recapitalizing the Company (the "Recapitalization"). 3.02 Reference is made to Item 1.01 and the information provided therein with respect to the Recapitalization and Bridge Financing and all such information is incorporated herein by reference. 5.02 At a special meeting held on August 17, 2016, the Board of Directors of the Company elected Robert McDermott as President and Donald Douglas as Secretary of the Company and designated Mr. McDermott as Chief Executive Officer, Donald Sproat as Chief Financial Officer and Mr. Douglas as Chief Operating Officer of the Company. 5.03 As part of the Recapitalization, the Company will amend its Articles of Incorporation and Bylaws. 5.07 The holders of approximately $6,000,000 aggregate principal amount of convertible debt of the Company and each stockholder of the Company who is a party to the Recapitalization Agreement, being the holders of not less than a majority of the voting power of the Company and the holders of not less than two thirds of the outstanding shares of the Series A Preferred Stock and not less than two thirds of the outstanding shares of the Series B Preferred Stock of the Company, in the Recapitalization Agreement consented to and approved the Recapitalization and the Company taking each and every action set forth in Section 2 of the Recapitalization Agreement and each and every other action as shall be necessary or desirable for the Company to carry out the Recapitalization and to take each and every other action as set forth in Section 2 of the Recapitalization Agreement or contemplated by the Recapitalization Agreement. | vmci_8k.htm |
| 2016-12-12 | 8-K | 2016-11-22 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On November 22, 2016, the management of iMedicor, Inc. (the “Company”) concluded that the Company’s previously issued financial statements included in forms 10-Q for the interim periods ended September 30, 2014, December 31, 2014 and March 31, 2015, should no longer be relied upon because of errors related to derivative liabilities, preferred stock options and warrants that resulted in material misstatements of liabilities in all three interim reports and material misstatements of expense in the interim report ending September 30, 2014. | vmci_8k.htm |
| 2016-06-10 | 8-K | 2016-06-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company has not held an annual meeting of stockholders of the Company for the election of directors for more than eighteen (18) months. | vmci_8k.htm |
| 2016-01-07 | 8-K | 2016-01-04 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On January 4, 2016, the Audit Committee of the Board of Directors of iMedicor, Inc. (the "Company") authorized and approved the Company's dismissal of Cross, Fernandez & Riley, LLP ("CFR") as independent auditors for the Company and its subsidiaries, effective immediately. | vmci_8k.htm |
| 2015-08-03 | 8-K | 2015-08-01 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 1, 2015, the practice of Cross, Fernandez & Riley, LLP (“CFR”) , which was engaged as the independent registered public accounting firm of iMedicor, Inc. (the “Company”) was combined with BDO USA, LLP (“BDO”) and the professional staff and partners of CFR joined BDO either as employees or partners of BDO. | vmci_8k.htm |
| 2015-05-07 | 8-K | 2015-05-05 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On May 5, 2015, the Audit Committee of the Board of Directors of iMedicor, Inc. (the "Company") authorized and approved the Company's dismissal of PMB Helin Donovan, LLC ("PMB") as independent auditors for the Company and its subsidiaries, effective immediately. | vmci_8k.htm |
| 2015-01-12 | 8-K | 2014-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company and Mr. John Schneller mutually agreed to terminate Mr. Schneller’s employment by the Company as Chief Financial Officer, effective as of the close of business on December 12, 2014. | vmci_8k.htm |
| 2015-01-12 | 8-K | 2014-12-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Board of Directors of the Company has appointed Mr. Don Sproat Chief Financial Officer and Chief Accounting Officer as of December 15, 2014. | vmci_8k.htm |
| 2014-05-06 | 8-K | 2014-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 6, 2014 iMedicor, Inc., a provider of portal-based, software services for the healthcare industry, announced that on May 1, 2014 the Board of Directors of iMedicor, Inc. elected Dan Warner to the Board of Directors. | vmci_8k.htm |
| 2014-04-17 | 8-K | 2014-04-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 16, 2014, Thomas Owens, the Interim Chief Financial Officer and the Interim Chief Accounting Officer of iMedicor, Inc. (the “Company”) tendered, for personal reasons, to the Board of Directors of the Company, and the Board of Directors of the Company accepted, his resignation as the Interim Chief Financial Officer and the Interim Chief Accounting Officer of the Company. | vmci_8k.htm |
| 2014-04-08 | 8-K | 2014-04-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 8, 2014, the Board of Directors of iMedicor, Inc. (the “Company”) announced that it had appointed Srini Vasan to the position of Chief Technology Officer and as a member of the Executive Management Team of the Company. | vmci_8k.htm |
| 2014-03-12 | 8-K | 2014-03-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 11, 2014, the Board of Directors of iMedicor, Inc. (the “Company”) announced that it had appointed Don Douglas to the position of Chief Operating Officer and as a member of the executive management team of the Company. | imedicor8k031114.htm |
| 2014-03-04 | 8-K | 2014-03-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 26, 2014, the Board of Directors of iMedicor, Inc. (the “Company”) elected Jeff Stellinga as a director of the Company. | imedicor8k030314.htm |
| 2013-12-09 | 8-K | 2013-12-06 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On December 3, 2013, iMedicor, Inc. (the “Company”) dismissed Demetrius Berkower, LLC ("Demetrius") as the independent accountant to audit the financial statements of the Company, effective as of that date. | imedicore8k120613.htm |
| 2013-11-22 | 8-K | 2013-11-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company and Fred H. Zolla mutually agreed to terminate Mr. Zolla’s employment by the Company as Executive Chairman of the Board of the Company, effective as of the close of business on November 18, 2013. | imedicor8k112213.htm |
| 2013-07-30 | 8-K | 2013-07-30 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 See Item 5.2 below for a description of the issuance of unregistered securities to Mr. Fred Zolla and Mr. Robert McDermott. 5.02 On May 24, 2013 the Board of Directors (the "Board") of IMedicor, Inc. (the "Company") appointed Jose Luis Guerra Jr. to serve as a director of the Company until the next Annual Meeting of Shareholders or until his successor is elected and qualified. | imedicor8k072913.htm |
| 2013-03-21 | 8-K | 2012-10-16 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 and, if not, stating the respects in which it does not agree. | imedicor8k032113.htm |
| 2011-04-12 | 8-K | 2011-04-11 | 7.01 Regulation FD Disclosure | 7.01 On April 11, 2011, the Company issued a press release reporting that on March 28, 2011 iMedicor filed in the Supreme Court of the State of New York, County of Rockland, a summons and complaint dated March 28, 2011 in a lawsuit against Access Pharmaceuticals, Inc. for breach of contract, requesting that iMedicor be awarded damages (i) of $68,000 on its first cause of action and (ii) in an amount to be determined of between $15,000,000 and $60,000,000 on its second cause of action. | imedicor8k040911.htm |
| 2011-01-20 | 8-K | 2011-01-20 | 3.02 Unregistered Sales of Equity Securities | 3.02 On December 31, 2010 the Company sold, in a private placement made in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), to an accredited investors (the “Investor”) 11 shares of Series “B” Preferred Stock of the Company and 24,918,128 shares of Common Stock of the Company in exchange for a Unsecured Promissory Note, dated June 30, 2008, issued by the Company to the investor with an aggregate value of $2,096,725.14 which includes the original principal amount of the Note and accrued Interest from the date of issuance of the Note. | imedicor8k012011.htm |
| 2011-01-19 | 8-K | 2011-01-18 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 2.03 Creation of a Direct Financial Obligation On December 31, 2010 iMedicor, Inc, ., a Nevada corporation (the “Company”) entered into a Modification Agreement, dated December 31, 2010 (the “Modification Agreement”), with its largest note holder, Sonoran Pacific Resources LLP (“Sonoran”), pursuant to which the Company issued to Sonoran (i) 28 shares Series “A” Preferred Stock of the Company containing the terms and conditions set forth in a Certificate of Designation filed with the Secretary of State of Nevada (the “Series A Preferred Stock”) in exchange for $1,800,000 principal amount of a Secured Convertible Promissory Note of the Company dated April 18, 2009 (the “Sonoran Original Note”) held by Sonoran and (ii) a Replacement Secured Convertible Promissory Note, dated December 31, 2010 (the “Sonoran Replacement Note”), in the principal amount of $1,395,452.05, bearing interest at the rate of 8% per annum, modifying and in replacement of the Sonoran Original Note. | imedicor8k011911.htm |
| 2010-08-23 | 8-K | 2010-08-10 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 Between August 10, 2010 and August 20, 2010 iMedicor, Inc., a Nevada corporation formerly known as Vemics, Inc. (the “Company”), sold, in a private placement made in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), to certain accredited investors (the “Investors”) a series of subscription agreements (the “Subscription Agreements”) with accredited investors (the “Investors”), pursuant to subscription agreements an aggregate of 5,400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) to purchase 5,400,000 shares of Common Stock, at an exercise price of $0.03 per share. | imedicor8k082310.htm |
| 2010-07-08 | 8-K | 2010-07-02 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On July 2, 2010 iMedicor, Inc., a Nevada corporation formerly known as Vemics, Inc. (the “Company”), sold, in a private placement made in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), to certain accredited investors (the “Investors”) a series of subscription agreements (the “Subscription Agreements”) with accredited investors (the “Investors”), pursuant to subscription agreements an aggregate of 2,400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) to purchase 2,400,000 shares of Common Stock, at an exercise price of $0.03 per share. | imedicor-8k_070810.htm |
| 2010-06-25 | 8-K | 2010-06-24 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 iMedicor, Inc., a Nevada corporation also known as Vemics, Inc. (the “Company”), entered into a series of subscription agreements (the “Subscription Agreements”) with accredited investors (the “Investors”), for the purchase of an aggregate of 5,660,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.05 per share and for the purchase of warrants (the “Warrants”) to purchase 5,660,000 shares of Common Stock, at an exercise price of $0.03 per share. | vemics-8k_062510.htm |
| 2010-06-15 | 8-K | 2010-06-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 4, 2010, the Board of Directors (the “Board”) of Vemics, Inc. (the “Company” ) elected to positions on the Board of Directors Mr. JD. | vemics8k061510.htm |
| 2010-03-15 | 8-K | 2010-03-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 09, 2010 Michael McGee resigned from the Vemics board of directors. | vemics-8k_031510.htm |
| 2010-02-04 | 8-K | 2009-12-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.03 See discussion under Item 1.01 above, which discussion is incorporated by reference herein. 3.02 See discussion under Item 1.01 above, which discussion is incorporated by reference herein. 5.02 Effective December 7, 2009 Stacy Richter resigned from the Vemics board of directors. | vemics-8k020410.htm |
| 2009-11-12 | 8-K | 2009-11-05 | 1.01 Entry into a Material Definitive Agreement | vemics8k111209.htm | |
| 2009-10-27 | 8-K | 2009-10-21 | 8.01 Other Events | vemics8k102709.htm | |
| 2009-10-26 | 8-K | 2009-10-20 | 1.01 Entry into a Material Definitive Agreement | vemics8k102309.htm | |
| 2009-08-25 | 8-K | 2009-08-24 | 8.01 Other Events | 8.01 On August 24, 2009 Vemics iMedicor™ launched its initial pilot per it’s agreement with eRx Network, dated November 30, 2007 and previously reported in Vemics, Inc. 2008 10-K. After more than one year of developing the user interface integration between both companies the initial pilot project will offer a HIPAA compliant prescription renewal service to replace or supplement the current secure fax transmission service and will involve a mid-west pharmacy chain. | vemics-8k82509.htm |
| 2009-08-06 | 8-K | 2009-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On August 3, 2009, the Board of Directors (the “Board”) of the Company expanded the size of the Board from five to seven directors, in accordance with our Amended and Restated Articles of Incorporation and our Bylaws. 8.01 On August 3, 2009 Vemics named Dr. David Kibbe, MD, MBA as Technical and Scientific Advisor to its iMedicor™ portal. | vemics8k080609.htm |
| 2009-07-27 | 8-K | 2009-07-21 | 1.01 Entry into a Material Definitive Agreement | vemics8k072709.htm | |
| 2009-06-26 | 8-K | 2009-06-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 22, 2009, the Board of Directors (the “Board”) of the Company expanded the size of the Board from four to five directors, in accordance with our Amended and Restated Articles of Incorporation and our Bylaws. | vemics-8k62609.htm |
| 2009-05-05 | 8-K | 2009-04-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.03 See discussion under Item 1.01 above, which discussion is incorporated by reference herein. 3.02 See discussion under Item 1.01 above, which discussion is incorporated by reference herein. 5.02 On April 24, 2009, pursuant to the Vemics, Inc. 2007 Equity Compensation Plan as Amended, the Company issued 12,450,000 shares of Common Stock to employees, previous employees and directors of the Company for services rendered. 8.01 On April 24 the Company issued 5.6 million shares of Common Stock to F. Chandler Coddington, a director of the Company, in consideration for (a) lines of credit guaranteed by Mr. Coddington in the aggregate amount of $683,000 which have been fully drawn upon by the Company and (b) direct short term loans made by Mr. Coddington to the Company in the aggregate amount of $462,000. | vemics-8k5509.htm |
| 2009-01-20 | 8-K | 2008-12-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 2.03 See discussion under Item 1.01 above, which discussion is incorporated by reference herein. 3.02 See discussion under Item 1.01 above, which discussion is incorporated by reference herein. | vemics-8k12222008.htm |
| 2008-12-15 | 8-K | 2008-12-09 | 1.01 Entry into a Material Definitive Agreement | veics-8k12152008.htm | |
| 2008-09-18 | 8-K | 2008-09-12 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | vemics8k091808.htm | |
| 2008-09-03 | 8-K | 2008-09-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | vemics-8k932008.htm | |
| 2008-08-20 | 8-K | 2008-07-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | vemics-8k08202008.htm | |
| 2008-08-04 | 8-K/A | 2008-07-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | vemics-8ka7242008.htm | |
| 2008-08-01 | 8-K | 2008-07-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | vemics-8k812008.htm | |
| 2008-07-03 | 8-K | 2008-06-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | vemics-8k06302008.htm | |
| 2008-04-21 | 8-K | 2008-04-15 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | vemics-8k4172008.htm |