UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s
telephone number, including area code:
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 | ||
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 1.02 Termination of a Material Definitive Agreement.
The Company has prepaid and terminated, without penalty, notes payable with a maturity date of December 31, 2025, issued to various accredited investors. The aggregate amount prepaid was $1,373,740, consisting of $1,339,500 in principal and $34,240 in interest. Of this prepayment, $545,772 in principal and interest was paid to related parties including Michael N. Taglich, a director and beneficial owner of more than 10% of the outstanding stock in the Company, and Robert F. Taglich, a beneficial owner of more than 10% of the outstanding stock in the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
2025 Annual Meeting of Stockholders
On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). A total of 4,341,458 shares of Common Stock were issued and outstanding on April 21, 2025, the record date for the 2025 Annual Meeting, and were entitled to vote thereat, of which 2,207,584 shares were present, in person or by proxy, thus constituting a quorum at the 2025 Annual Meeting.
Set forth below are the voting results on each of the two proposals submitted to and voted upon by the stockholders at the 2025 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2025 Annual Meeting:
| Proposal 1: | Election of Directors | |
| The following nominees were elected as directors, each to serve for a term of one year and until his successor is duly elected and qualified, by the vote set forth below: |
| For | Withheld | |||||||
| Michael N. Taglich | 1,997,032 | 35,362 | ||||||
| James F. DeSocio | 2,031,773 | 621 | ||||||
| John Guttilla | 2,028,256 | 4,138 | ||||||
| Stanley P. Jaworski, Jr. | 2,028,910 | 3,484 | ||||||
| Paul Seid | 2,031,773 | 621 | ||||||
| Russell Bernier | 2,030,773 | 1,621 | ||||||
| Proposal 2: | Ratification of Appointment of Independent Registered Public Accounting Firm | |
| The appointment by the Audit Committee of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, by the vote set forth below: |
| For | Against | Abstain | ||||||
| 2,207,027 | 557 | 0 | ||||||
Item 8.01 Other Events.
On June 24, 2025, the Company issued a press release announcing the prepayment of its outstanding promissory notes, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
The information reported under this Item 8.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing 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
| Exhibit No. | Name of Exhibit | |
| 99.1 | Press release issued by Intellinetics, Inc. on June 24, 2025. | |
| 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: June 24, 2025 | ||