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): November 21, 2022
INTELLINETICS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 001-41495 | 87-0613716 | ||
| (State or other jurisdiction | (Commission | (I.R.S Employer | ||
| of incorporation) | File Number) | 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
Intellinetics, Inc.
(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 |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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 1.01 Entry into a Material Definitive Agreement.
On November 21, 2022, Intellinetics, Inc. (the “Company”) entered into an Amendment to the Stock Purchase Agreement dated March 2, 2020, by and among the Company, as the buyer; Graphic Sciences, Inc., as the target; and Thomas M. Liebold, Gregory P. Colton, Fredrick M. Kamienny, and Frederick L. Erlich, collectively, the sellers. The Amendment accelerates the final earnout payment by the Company to the sellers to January 2, 2023, and it sets the amount of the final earnout payment at an aggregate of $700,000. Under the terms of the original agreement, the earnout could have equaled a maximum of $833,333, and it was payable by approximately June 1, 2023, based on the financial results of the Company’s subsidiary, Graphic Sciences, Inc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Name of Exhibit | |
| 10.1 | Amendment to Stock Purchase Agreement, dated November 21, 2022, by and among Intellinetics, Inc., Graphic Sciences, Inc., Thomas M. Liebold, Gregory P. Colton, Fredrick M. Kamienny, and Frederick L. Erlich. | |
| 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 28, 2022 | ||
Exhibit 10.1
AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment (“Amendment”) to the Stock Purchase Agreement dated March 2, 2020 (“Agreement”), is made and entered into by and between Intellinetics, Inc., Graphic Sciences, Inc., Thomas M. Liebold, Gregory P. Colton, Fredrick M. Kamienny, and Frederick L. Erlich. Defined terms that are used but not defined herein shall be as defined in the Agreement. This Amendment shall be effective as of the date of the last signature below (the “Amendment Date”).
I. Amendment.
| 1) | The Parties hereby agree that the Earn-Out payment for the Year 3 Earnout Period set forth in Section 2.06(a)(iii) shall equal $700,000 and be paid on January 2, 2023, as follows: |
| a. | Payment to Thomas M. Liebold of $175,000. | |
| b. | Payment to Gregory P. Colton of $175,000. | |
| c. | Payment to Fredrick M. Kamienny of $175,000. | |
| d. | Payment to Frederick L. Erlich of $175,000. |
| 2) | As of the Amendment Date and subject only to full receipt of payment as set forth above, each of the payees hereby agree and acknowledge that all Earn-Out obligations of Intellinetics, Inc. and/or Graphic Sciences, Inc. will be deemed satisfied in full by the foregoing payments. As of the Amendment Date and subject only to full receipt of payment as set forth above, all Parties to the Agreement waive and release any claims relating to the Earn-Out pursuant to Section 2.06 of the Agreement. |
II. Order of Precedence. This Amendment is supplementary to and modifies the Agreement. The terms of this Amendment supersede provisions in the Agreement to the extent that the terms of this Amendment and the Agreement conflict. However, nothing in this Amendment should be interpreted as invalidating the Agreement, and provisions of the Agreement will continue to govern relations between the parties insofar as they do not conflict with this Amendment.
III. Counterparts. This Amendment may be executed electronically and/or in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Additionally, a fully executed PDF of this Amendment shall be deemed to constitute an original document.
[Signatures appear on next page.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| Intellinetics, Inc. | Graphic Sciences, Inc. | ||||
| By: | /s/ James DeSocio | By: | /s/ Joe Spain | ||
| Name: | James DeSocio | Name: | Joe Spain | ||
| Date: | 11/21/2022 | Date: | 11/21/2022 | ||
| Thomas M. Liebold | Gregory P. Colton | ||||
| /s/ Thomas M. Liebold | /s/ Gregory P. Colton | ||||
| Date: | 11/18/2022 | Date: | 11/18/2022 | ||
| Fredrick M. Kamienny | Frederick L. Erlich | ||||
| /s/ LAURA KAMIENNY | /s/ Frederick L. Erlich | ||||
| By | LAURA KAMIENNY | under POA | Date: | 11/18/2022 | |
| Date: | 11/20/2022 | ||||