8-K: iCoreConnect Faces Nasdaq Delisting Notice Due to Delayed 10-K Filing; Disputes $2.4M Debt and Auction

iCoreConnect Inc. received a delisting notice from Nasdaq for failing to file its 2024 Form 10-K and is contesting a $2.4 million debt claim that could lead to an asset auction.

Summary

• iCoreConnect Inc. received a notification from Nasdaq on April 16, 2025, regarding non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-K for the year ended December 31, 2024.
• This issue will be considered by the Nasdaq Hearings Panel in their decision about the company's continued listing.
• The company must present its views on this matter to the Panel by April 23, 2025.
• Separately, PIGI Solutions, LLC is claiming iCoreConnect owes $2,434,243 in principal and interest related to a finders fee agreement and plans to auction the company's assets on or after May 9, 2025.
• iCoreConnect disputes this debt and has filed a lawsuit against PIGI and John Schneller, alleging fraudulent inducement and violations of the Securities Exchange Act of 1934.
• The company is seeking rescission of the finders fee agreement, injunctive relief to prevent the auction, and monetary damages.
• A ruling on the company's request for a temporary restraining order against the auction is expected by April 25, 2025.

Sentiment

Score: 2

Explanation: The sentiment is very negative due to the delisting notice, the debt dispute, and the potential auction of assets. These factors create significant uncertainty and risk for investors.

Positives

• iCoreConnect is actively contesting the alleged indebtedness of $2,434,243 and PIGI's right to conduct an auction of its assets through legal action.
• The company is seeking a temporary restraining order to prevent the auction from proceeding.

Negatives

• iCoreConnect received a delisting notice from Nasdaq due to the delayed filing of its Form 10-K for the year ended December 31, 2024.
• PIGI Solutions, LLC is claiming iCoreConnect owes $2,434,243 and intends to auction the company's assets to recover the debt.

Risks

• The company faces potential delisting from Nasdaq if it cannot resolve the Form 10-K filing issue.
• The auction of the company's assets by PIGI could significantly impact its operations and financial condition.
• The outcome of the lawsuit against PIGI is uncertain and could result in further financial strain.

Future Outlook

The company's future is uncertain due to the potential delisting from Nasdaq and the ongoing dispute with PIGI Solutions, LLC. The outcome of the legal proceedings and the company's ability to regain compliance with Nasdaq listing requirements will be critical.

Management Comments

• The company disputes the alleged indebtedness to PIGI and PIGI's right to conduct an auction of its assets.

Industry Context

The situation highlights the risks associated with finders fee agreements and the importance of regulatory compliance in financial transactions. Many small companies struggle with Nasdaq compliance.

Comparison to Industry Standards

• It's difficult to compare iCoreConnect's situation directly to industry standards without knowing the specifics of their financial performance and the nature of the finders fee agreement.
• However, companies facing delisting notices often implement cost-cutting measures, explore strategic alternatives, or seek additional financing to regain compliance.
• Other companies that have faced similar issues with Nasdaq compliance include [hypothetical company A] and [hypothetical company B], which ultimately had to restructure their operations or seek alternative listing venues.

Legal Proceedings

• iCoreConnect and iCore Midco Inc. have filed a lawsuit against PIGI Solutions, LLC and John Schneller, alleging fraudulent inducement and violations of the Securities Exchange Act of 1934.

Stakeholder Impact

• Shareholders face the risk of delisting and potential loss of investment value.
• Employees may be affected by potential operational disruptions or restructuring.
• Creditors face increased risk due to the company's financial difficulties.

Next Steps

• iCoreConnect must present its views to the Nasdaq Hearings Panel by April 23, 2025.
• The company awaits a ruling on its request for a temporary restraining order against PIGI's auction, expected by April 25, 2025.
• The company will continue to pursue legal action against PIGI Solutions, LLC.

Key Dates

Keywords

Delisting, Nasdaq, Form 10-K, Debt Dispute, Auction, Lawsuit, PIGI Solutions, Finders Fee Agreement, iCoreConnect