iCoreConnect Inc. (Nasdaq: ICCT) (“iCore” or the “Company”), a leading cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform, previously announced the closing of its business combination with FG Merger Corp. (“FGMC”) (Nasdaq: FGMC), a special purpose acquisition corporation.
As part of the business combination:
ICCT shares on the OTC Market have been converted into shares of common stock of the combined entity, which will operate as iCoreConnect Inc. and will commence trading on The Nasdaq Capital Market under the ticker symbol “ICCT” on August 28, 2023.
Every 29.84 shares of ICCT outstanding prior to the closing received one share of the combined company, an equivalent share price of $5.71 based on the August 25, 2023 close price of $0.19 per share for ICCT common stock.
FGMC common stock that was not redeemed in connection with the business combination was exchanged for preferred stock of the combined company that will trade on the OTC market. Details of the preferred stock include:
12% coupon payable in (a) cash or paid-in-kind for the first 24 months after the close of the transaction and (b) cash thereafter.
The initial conversion price from common stock to preferred stock was at a conversion price of $10.00 per share.
Investors holding the preferred stock have downside protection for the first 12 months, as the conversion price will be reset based on the trading price of ICCT common stock after one year. The reset price can be no greater than $10.00 per share, and no less than $2.00 per share (the calculation of the reset price will be 20% above the simple average of the volume weighted average price on the 20 trading days following the first 12 months of the preferred stock).
The preferred stock is perpetual and investors will not be forced to convert unless, after 24 months from the closing of the business combination, the common stock of the combined entity exceeds 140% of the conversion price then in effect.
Downside protection is further reinforced by a $10 per share liquidation preference (plus any accrued and unpaid dividends) that places preferred stock holders above common stock holders in the event of a sale or liquidation scenario.
FGMC warrants have been converted into warrants for preferred stock of the combined company that will trade on the OTC market.
Common stock, warrants and preferred stock of the combined company will each begin trading under a new CUSIP and ISIN (International Securities Identification Number) on August 28, 2023. The new identifiers are:
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