SecProbe.io

United States securities and exchange commission logo
June 26, 2024
Archit Shah
Chief Financial Officer
iCoreConnect Inc.
529 Crown Point Road, Suite 250
Ocoee, Florida 34761
Re:iCoreConnect Inc.
Registration Statement on Form S-1
Filed June 11, 2024
File No. 333-280131
Dear Archit Shah:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that pursuant to the February Purchase Agreements with Crom Cortana Fund
LLC and Jefferson Street Capital LLC, the company has the right to require that the
investors purchase additional unsecured convertible notes at one additional closing. Please
revise to disclose that Crom Cortana Fund LLC and Jefferson Street Capital LLC are
underwriters. Refer to Securities Act Compliance and Disclosure Interpretation 139.13
2.We note you are registering the resale of up to 10,000,000 shares of your common stock.
Given the nature of the offering and size of the transaction relative to the number of
outstanding shares held by non-affiliates, it appears that the transaction may be an indirect
primary offering with your selling stockholders acting on your behalf. If your selling
stockholders are so acting, then this filing cannot be conducted as an at-the-market
offering because you are not eligible to register a primary offering on Form S-3. Please fix
the price of this offering and name your selling stockholders as underwriters. See

 FirstName LastNameArchit Shah
 Comapany NameiCoreConnect Inc.
 June 26, 2024 Page 2
 FirstName LastName
Archit Shah
iCoreConnect Inc.
June 26, 2024
Page 2
Securities Act Rule 415(a)(4) for additional guidance. Alternatively, provide us with an
analysis of your basis for determining that it is appropriate to characterize the transaction
as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see
Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Matthew Crispino at 202-551-3456 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology