iCoreConnect Inc.

ITEM 1A. RISK FACTORS

Except as set forth below, there have been no material changes from the risk factors disclosed under the heading Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2023.

If we are unable to maintain compliance with the listing requirements of The Nasdaq Capital Market, our common stock may be delisted from The Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it more difficult for you to sell your shares.

Our common stock is listed on The Nasdaq Capital Market, and we are therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly-held shares, market value of listed shares, minimum bid price per share, and minimum stockholder's equity, among others, and requirements relating to board and committee independence. If we fail to satisfy one or more of the requirements, we may be delisted from The Nasdaq Capital Market.

On July 8, 2024, we received a deficiency letter from the Listing Qualifications Department (the Staff) of the Nasdaq Stock Market (Nasdaq) notifying us that for the last 32 consecutive business days the closing bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule). 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the Compliance Period Rule), we have been provided an initial period of 180 calendar days, or until January 6, 2025 (the Compliance Date), to regain compliance with the Bid Price Rule. If, at any time before the Compliance Date, January 6, 2025, the closing bid price for our common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to us that we comply with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

If we are not in compliance with the Bid Price Rule by January 6, 2025, we may be afforded a second 180 calendar day period to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, we would be required to notify Nasdaq of our intent to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split.

If On August 20, 2024, we do not regain received an additional deficiency letter from the Staff, which notified us that we did not presently compliance with the By with Nasdaqs Listing Rule 5550(b)(1) (the Equity Rule), which requires that we maintain a minimum of $2.5 million in stockholders equity, and that we also did Price not meet the alternatives of market value of listed securities or net income from continuing operations set forth in the Equity Rule by t. We 45 calendar days to submit a plan to regain compliance, which we submitted. If our plan is accepted, the Staff can grant an extension of up to 180 calendar days from August 20, 2024 (or on or about February 14, 2025) to evidence compliance. After review of the Coplan of compliance Date and are not eligibl, the Staff will provide written notification to us whether it accepts the plan, and if the Staff does not accept the plan, we would then be entitled to appeal the Staffs determination to the Nasdaq Hearings Panel. There can be no assurance that, if we appeal the determination to the Nasdaq Hearings Panel, that such appeal would be successful.

If we do not regain compliance with the Bid Price Rule by January 6, 2025 and are not eligible for an additional compliance period at that time,  or if we do not regain compliance with the Equity Rule by February 14, 2025, the Staff will provide written notification to us that our common stock may be delisted. We would then be entitled to appeal the Staffs determination to a NASDAQ Listing Qualifications Panel and request a hearing. There can be no assurance that, if we do appeal the delisting determination by the Staff to the NASDAQ Listing Qualifications Panel, that such appeal would be successful.

Delisting from The Nasdaq Capital Market would adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development opportunities.