Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2023

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

Nevada	001-41495	87-0613716
(State or other jurisdiction	(Commission File Number)	(I.R.S Employer
of incorporation)		Identification No.)

2190 Dividend Dr., Columbus, Ohio		43228
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (614) 921-8170

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INLX		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As of October 27, 2023, the Board of Directors (the “Board”) of Intellinetics, Inc. (the “Company”) appointed Michael Taglich to serve as a director of Intellinetics, Inc. for an initial term expiring at the 2024 annual meeting of the stockholders of the Company. Mr. Taglich fills a vacancy on the Board created in May of 2023.

Mr. Taglich is the President and a principal of Taglich Brothers, Inc., a New York-based broker dealer which we have retained as a Placement Agent and M&A Advisory Firm from time to time. Compensation paid by the Company to Taglich Brothers or its affiliates or agents since January 1, 2021 consists of:

	●	a success fee of $200,000 for financial advisory and investment banking services in 2022 as a result of the successful completion of the acquisition of Yellow Folder, LLC,
	●	placement agent fees of $696,420, which represented an 8% commission based upon the gross proceeds of a private placement of equity completed in 2022;
	●	placement agent fees in the form of warrants to purchase 124,258 shares of common stock, which represented 10% of the shares and unit shares sold in the 2022 private placement, and which have an exercise price of $4.62 per share of common stock, are exercisable for a period of five years, and contain customary cashless exercise rights, anti-dilution protection, and piggy-back registration rights,
	●	agreement by the Company to extend the expiration dates of 131,700 outstanding warrants previously issued to affiliates or agents of Taglich Brothers, Inc. to March 30, 2027.

Mr. Taglich is also a current shareholder of Intellinetics, Inc., directly or indirectly holding 775,067 shares of common stock (including 66,124 shares of common stock underlying warrants issued to Mr. Taglich), which constitutes approximately 18% beneficial ownership in the Company.

Item 8.01

Other Events.

On November 2, 2023, the Company issued a press release announcing the appointment of Michael Taglich as a director. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Name of Exhibit
99.1		Press release issued by the Company on November 2, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTELLINETICS, INC.

	By:	/s/ James F. DeSocio
		James F. DeSocio
		President and Chief Executive Officer

Dated: November 2, 2023

Exhibit 99.1

Intellinetics Names Michael N. Taglich to Board of Directors

Experienced Investor and Director Adds Financial and Corporate Governance Expertise to Board

COLUMBUS, OH – November 2, 2023 – Intellinetics, Inc. (NYSE American: INLX), a digital transformation solutions provider, today announced that the Board of Directors has named Michael N. Taglich, an Intellinetics shareholder, to the Intellinetics Board as a Director. Mr. Taglich is an accomplished investor with more than two decades of experience serving on the Boards of small-cap companies, both public and private. He is the President of Taglich Brothers, Inc., a NY based broker dealer.

James F. DeSocio, President and CEO of Intellinetics, commented, “I have worked closely with Mike for over seven years, including with him serving on other boards. He is a strategic thinker with a deep network spanning private and public companies across the small-cap and mid-cap world, and I am confident he can add significant value to Intellinetics as the company continues to rapidly grow.”

Mr. Taglich added, “As a shareholder, I have been impressed and pleased with the growth and value creation by the Intellinetics team, as they have successfully identified, acquired and integrated businesses to transition to a SaaS revenue model. Intellinetics is now delivering sustainable, profitable growth, creating additional inorganic growth opportunities. As a large and long term shareholder, I think it is an appropriate time for me to join the Intellinetics Board. I look forward to the company’s further growth.”

About Intellinetics, Inc.

Intellinetics, Inc. (NYSE American: INLX) is enabling the digital transformation. Intellinetics empowers organizations to manage, store and protect their important documents and data. The Company’s flagship solution, the IntelliCloud^™content management platform, delivers advanced security, compliance, workflow and collaboration features critical for highly regulated, risk-intensive markets. IntelliCloud connects documents to users and the processes they support anytime, anywhere to accelerate innovation and empower organizations to think and work in new ways. In addition, Intellinetics offers business process outsourcing (BPO), document and micrographics scanning services, and records storage. From highly regulated industries like Healthcare/Human Service Providers, K-12, Public Safety, and State and Local Governments, to businesses looking to move away from paper-based processes, Intellinetics is the all-in-one, compliant, document management solution. Intellinetics is headquartered in Columbus, Ohio. For additional information, please visit www.intellinetics.com.

Cautionary Statement

Statements in this press release which are not purely historical, including statements regarding future business and growth, future expansion, and future addressable market share; and other intentions, beliefs, expectations, representations, projections, plans or strategies regarding future growth, financial results, and other future events are forward-looking statements. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks associated with the effect of changing economic conditions including inflationary pressures, challenges with hiring and maintaining a stable workforce, Intellinetics’ ability to execute on its business plan and strategy, customary risks attendant to acquisitions, trends in the products markets, variations in Intellinetics’ cash flow or adequacy of capital resources, market acceptance risks, the success of Intellinetics’ solutions providers, including human services, health care, and education, technical development risks, and other risks, uncertainties and other factors discussed from time to time in its reports filed with or furnished to the Securities and Exchange Commission, including in Intellinetics’ most recent annual report on Form 10-K as well as subsequently filed reports on Form 8-K. Intellinetics cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Intellinetics disclaims any obligation and does not undertake to update or revise any forward-looking statements in this press release. Expanded and historical information is made available to the public by Intellinetics on its website at www.intellinetics.com or at www.sec.gov.

CONTACT:

FNK IR

Tom Baumann / Rob Fink

646.349.6641 / 646.809.4048

INLX@fnkir.com

Joe Spain, CFO

Intellinetics, Inc.

614.921.8170 investors@intellinetics.com

Cover	Oct. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 2023
Entity File Number	001-41495
Entity Registrant Name	INTELLINETICS, INC.
Entity Central Index Key	0001081745
Entity Tax Identification Number	87-0613716
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2190 Dividend Dr.
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43228
City Area Code	(614)
Local Phone Number	921-8170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	INLX
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false