Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of FGMC, Merger Sub, and iCoreConnect.
The Business Combination
The Merger Agreement provides that, among other things, at the closing (the "Closing") of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into iCoreConnect (the "Merger"), with iCoreConnect surviving as a wholly-owned subsidiary of FGMC. In connection with the Merger, FGMC will change its name to "iCoreConnect Inc." The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."
The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect.
Pre-Closing FGMC Conversion
Prior to the Closing, each share of FGMC common stock, par value
• The holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of FGMC.
• From and after the date of the issuance of any shares of FGMC Preferred Stock, dividends shall accrue at the rate per annum of 12% of the original issue price for each share of FGMC Preferred Stock, prior and in preference to any declaration or payment of any other dividend (subject to appropriate adjustments).
• Dividends shall accrue from day to day and shall be cumulative and shall be payable within fifteen (15) business days after the anniversary of the date of the original issuance of the FGMC Preferred Stock to each holder of FGMC Preferred Stock as of such date .
• From the closing of the Business Combination until the second anniversary of the date of the original issuance of the FGMC Preferred Stock, FGMC may, at its option, pay all or part of the accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares of FGMC Preferred Stock to the holders thereof.
• FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC the holders of the FGMC Preferred Stock then outstanding shall first receive dividends due and owing on each outstanding share of FGMC Preferred Stock.
• In the event of any liquidation, dissolution or winding up of FGMC, the holders of shares of FGMC Preferred Stock then outstanding shall be entitled to be paid out of the assets of FGMC available for distribution to its stockholders an amount per share equal to the greater of (i) one times the applicable original issue price, plus any accrued and unpaid dividends, and (ii) such amount as would have been payable had all shares of FGMC Preferred Stock been converted into FGMC Common Stock pursuant to the following paragraph immediately prior to such liquidation, dissolution or winding up, before any payment shall be made to the holders of FGMC Common Stock.
• After 24 months from the closing of the Business Combination, in the event the closing share price of the FGMC Common Stock shall exceed 140% of the Conversion Price (as defined in the Merger Agreement) then in effect, then (i) each outstanding share of FGMC Preferred Stock shall automatically be converted into such number of shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion and (ii) such shares may not be reissued by FGMC, subject to adjustment. At the time of such conversion, FGMC shall declare and pay all of the dividends that are accrued and unpaid as of the time of the conversion by either, at the option of FGMC, (i) issuing additional FGMC Preferred Stock or (ii) paying cash.
• Each share of FGMC Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion, subject to adjustment.
• Immediately prior to any such optional conversion FGMC shall pay all dividends on the FGMC Preferred Stock being converted that are accrued and unpaid as of such time by, either, at the option of FGMC: (i) issuing additional FGMC Preferred Stock or (ii) paying cash.
The foregoing description of the terms of the FGMC Preferred Stock is subject to and qualified in its entirety by reference to the full text of Exhibit D to the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Pre-Closing iCoreConnect Conversions
Prior to the Closing, (i) each vested, issued and outstanding option to purchase
iCoreConnect common stock par value
Business Combination Consideration
The aggregate consideration to be received by the iCoreConnect stockholders is
based on a pre-transaction equity value of
Governance
The parties have agreed that effective immediately after the Closing of the Business Combination, the FGMC Board will be comprised of the directors designated by iCoreConnect by written notice to FGMC and reasonably acceptable to FGMC.
Representations and Warranties; Covenants
The Merger Agreement contains representations, warranties and covenants of each
of the parties thereto that are customary for transactions of this type,
including, among others, covenants providing for (i) certain limitations on the
operation of the parties' respective businesses prior to consummation of the
Business Combination, (ii) the parties' efforts to satisfy conditions to
consummation of the Business Combination, including by obtaining necessary
approvals from governmental agencies (including
In addition, FGMC has agreed to adopt an equity incentive plan, as described in the Merger Agreement.
Conditions to
The obligations of FGMC and iCoreConnect to consummate the Business Combination
are subject to certain closing conditions, including, but not limited to, (i)
the approval of FGMC's stockholders, (ii) the approval of iCoreConnect's
stockholders, (iii) the expiration or termination of the applicable waiting
period under the HSR Act, (iv) FGMC's Form S-4 registration statement becoming
effective and (v) FGMC having at least
In addition, the obligations of FGMC and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of iCoreConnect being true and correct to the standards applicable to such representations and warranties and each of the covenants of iCoreConnect having been performed or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination; (iii) no Company Material Adverse . . .
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation that will be used by FGMC and iCoreConnect in connection with the Business Combination and related matters.
Furnished as Exhibit 99.3 hereto and incorporated by reference herein is the
transcript of the investor presentation conference call that was held on
The information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the proposed business combination, FGMC and iCoreConnect
intend to file relevant materials with the
FGMC's and iCoreConnect's stockholders and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/final prospectus and other
documents filed in connection with the proposed business combination, as these
materials will contain important information about iCoreConnect, FGMC and the
proposed business combination. Such stockholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/final prospectus and other documents filed with the
Participants in the Solicitation
FGMC and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from FGMC's stockholders in connection with the
proposed Business Combination. A list of the names of the directors and
executive officers of FGMC and information regarding their interests in the
Business Combination will be contained in the proxy statement/prospectus for the
proposed Business Combination when available. Information about FGMC's directors
and executive officers and their ownership in FGMC is set forth in the final
prospectus of FGMC dated
iCoreConnect and its directors and executive officers are participants in the
solicitation of proxies from iCoreConnect's stockholders in connection with the
proposed Business Combination. A list of the names of the directors and
executive officers of iCoreConnect and information regarding their interests in
the Business Combination will be contained in the proxy statement/prospectus for
the proposed Business Combination when available. Information about
iCoreConnect's directors and executive officers and their ownership in
iCoreConnect is set forth in iCoreConnect's Annual Report on Form 10-K for the
year ended
Before making any voting decision, investors and security holders of FGMC and
iCoreConnect are urged to read the registration statement, the proxy statement /
prospectus and all other relevant documents filed or that will be filed with the
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K and the documents incorporated by reference herein (this "Current Report") are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identi?ed in this Current Report and on the current expectations of FGMC's and iCoreConnect's respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a de?nitive statement of fact or probability. Actual events and circumstances are dif?cult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FGMC and iCoreConnect. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, ?nancial, political and legal conditions.
These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the business combination, including the risk that any required regulatory approvals (including approval from antitrust regulators) are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect FGMC or the expected benefits of the business combination, if not obtained; the failure to realize the anticipated benefits of the business combination; the ability of FGMC prior to the business combination, and the combined company following the business combination, to maintain the listing of FGMC's shares on Nasdaq; costs related to the business combination; the failure to satisfy the conditions to the consummation of the business combination, including the approval of the business combination agreement by the shareholders of FGMC and iCoreConnect , the risk that the business combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the outcome of any legal proceedings that may be instituted against FGMC or iCoreConnect related to the business combination; the attraction and retention of qualified directors, officers, employees and key personnel following the business combination, the combined company's ability following the business combination to compete effectively in a highly competitive market; the ability to protect and enhance iCoreConnect's corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in iCoreConnect's industry; the uncertain effects of the COVID-19 pandemic; future financial performance of the combined company . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1* Merger Agreement and Plan of Reorganization, dated as ofJanuary 5, 2023 by and amongFG Merger Corp. ,FG Merger Sub Inc. and iCoreConnect Inc. 10.1 Form of iCoreConnect Support Agreement 10.2 Sponsor Support Agreement 10.3 Form of Lock-Up Agreement 10.4 Form of Amended and Restated Registration Rights Agreement 10.5 Forfeiture Agreement 99.1 Press Release datedJanuary 6, 2023 99.2 Investor Presentation, datedJanuary 6, 2023 99.3 Investor Presentation Conference Call Transcript 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Certain exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). FGMC agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
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