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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 17, 2023
INNODATA
INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-35774 |
13-3475943 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
incorporation) |
|
Identification No.) |
|
|
|
55 Challenger Road |
|
|
Ridgefield Park, NJ |
|
07660 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area code (201) 371-8000
(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:
¨ | 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 |
INOD |
The Nasdaq Stock Market LLC |
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 2.02 Results of Operations and Financial Condition.
On October 17, 2023, Innodata
Inc. issued a press release announcing that it will be reiterating guidance it provided on August 10, 2023 in its second quarter earnings
release. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “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, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.
Exhibit Index
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
INNODATA INC. |
|
|
Date: October 17, 2023 |
By: |
/s/ Amy Agress |
|
|
Amy Agress |
|
|
SVP and General Counsel |
Exhibit 99.1
Innodata Participating Today
in Non-Deal Roadshow Run by Alliance Global Partners; Reiterates Guidance
NEW YORK, NY / ACCESSWIRE / October 17,
2023 / Innodata Inc. (NASDAQ:INOD), a leading data engineering company, announced that it will be participating all day today
in non-deal road show meetings with prospective investors organized by Alliance Global Partners.
A non-deal roadshow is an
investor relations program during which management meets one-on-one with prospective institutional investors to communicate the highlights
and investment propositions of the company. It is “non-deal” because it is not for the purpose of selling securities in an
IPO or secondary offering.
Innodata’s investor presentation is
available at innodata.com/investor-relations/. Innodata will be reiterating guidance provided on August 10, 2023 in its second
quarter earnings release that it expects revenue and Adjusted EBITDA* growth to accelerate in the ensuing quarters, both sequentially
and year-over-year, beginning in Q3, as the wins that it discussed in that release start ramping up.
Alliance Global Partners (www.allianceg.com) is a global investment
and advisory firm based in New York City.
* Adjusted EBITDA is defined below.
About Innodata
Innodata (NASDAQ: INOD) is a global
data engineering company delivering the promise of AI to many of the world’s most prestigious companies. We provide AI-enabled
software platforms and managed services for AI data collection/annotation, AI digital transformation, and industry-specific business
processes. Our low-code Innodata AI technology platform is at the core of our offerings. In every relationship, we honor our 30+ year
legacy delivering the highest quality data and outstanding service to our customers. Visit www.innodata.com to learn more.
Forward Looking Statements
This press release may contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act
of 1933, as amended. Words such as “project,” “believe,” “expect,” “can,” “continue,”
“could,” “intend,” “may,” “should,” “will,” “anticipate,” “indicate,”
“forecast,” “predict,” “likely,” “goals,” “estimate,” “plan,”
“potential,” ”promises,” “possible,” or the negatives thereof and other similar expressions generally
identify forward-looking statements, which speak only as of the date hereof.
These forward-looking statements are based
on management’s current expectations, assumptions and estimates and are subject to a number of risks and uncertainties,
including without limitation, the expected or potential effects of the novel coronavirus (“COVID-19”) pandemic and the
responses of governments, the general global population, our customers, and the Company thereto; impacts resulting from the rapidly
evolving conflict between Russia and the Ukraine; investments in large language models; that contracts may be terminated by
customers; projected or committed volumes of work may not materialize; pipeline opportunities and customer discussions which may not
materialize into work or expected volumes of work; continuing reliance on project-based work in the Digital Data Solutions
(“DDS”) segment and the primarily at-will nature of such contracts and the ability of these customers to reduce, delay
or cancel projects; the likelihood of continued development of the markets, particularly new and emerging markets, that our services
support; continuing DDS segment revenue concentration in a limited number of customers; potential inability to replace projects that
are completed, canceled or reduced; our dependency on content providers in our Agility segment; difficulty in integrating and
deriving synergies from acquisitions, joint venture and strategic investments; potential undiscovered liabilities of companies and
businesses that we may acquire; potential impairment of the carrying value of goodwill and other acquired intangible assets of
companies and businesses that we acquire; a continued downturn in or depressed market conditions; changes in external market
factors; the ability and willingness of our customers and prospective customers to execute business plans that give rise to
requirements for our services; changes in our business or growth strategy; the emergence of new, or growth in existing competitors;
various other competitive and technological factors; our use of and reliance on information technology systems, including potential
security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer,
customer, employee or Company information, or service interruptions; and other risks and uncertainties indicated from time to time
in our filings with the Securities and Exchange Commission.
Our actual results could differ materially from
the results referred to in forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to, the risks discussed in Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” and other parts of our Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on February 24, 2023, as updated or amended by our other filings that we may make with the Securities
and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking
statements will occur, and you should not place undue reliance on these forward-looking statements. These forward-looking statements
speak only as of the date hereof.
We undertake no obligation to update or review
any guidance or other forward-looking statements, whether as a result of new information, future developments or otherwise, except as
may be required by the Federal securities laws.
Non-GAAP Financial Measures
In addition to the financial information prepared
in conformity with U.S. GAAP (“GAAP”), we provide certain non-GAAP financial information. We believe that these non-GAAP
financial measures assist investors in making comparisons of period-to-period operating results. In some respects, management believes
non-GAAP financial measures are more indicative of our ongoing core operating performance than their GAAP equivalents by making adjustments
that management believes are reflective of the ongoing performance of the business.
We believe that the presentation of this
non-GAAP financial information provides investors with greater transparency by providing investors a more complete understanding of
our financial performance, competitive position, and prospects for the future, particularly by providing the same information that
management and our Board of Directors use to evaluate our performance and manage the business. However, the non-GAAP financial
measures presented in this press release have certain limitations in that they do not reflect all of the costs associated with the
operations of our business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures
in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.
Further, the non-GAAP financial measures that we present may differ from similar non-GAAP financial measures used by other
companies.
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss)
attributable to Innodata Inc. and its subsidiaries in accordance with U.S. GAAP before interest expense, income taxes, depreciation and
amortization of intangible assets (which derives EBITDA), plus additional adjustments for loss on impairment of intangible assets and
goodwill, stock-based compensation, income (loss) attributable to non-controlling interests, non-recurring severance, and other one-time
costs.
We use Adjusted EBITDA to evaluate core results
of operations and trends between fiscal periods and believe that these measures are important components of our internal performance
measurement process.
Company Contact:
Marcia Novero
Innodata Inc.
mnovero@innodata.com
201-371-8015
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