true
0001081745
0001081745
2026-08-26
2026-08-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 26, 2026
INTELLINETICS,
INC.
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
001-41495 |
|
87-0613716 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S
Employer
Identification
No.) |
| 2190
Dividend Dr., Columbus, Ohio |
|
43228 |
| (Address
of principal executive offices) |
|
(Zip
code) |
Registrant’s
telephone number, including area code: (614) 388-8908
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. ☐
Explanatory
Note
This
Current Report on Form 8-K/A (Amendment No. 2) amends the Current Report on Form 8-K originally filed by the Company with the Securities
and Exchange Commission on September 1, 2026, as amended on September 2, 2026 (the “Original Form 8-K”) to provide information
regarding the Separation Agreement and Release entered into between the Company and Mr. Chretien, the Company’s former Secretary
and Chief Strategy Officer, in connection with his previously reported retirement from the Company.
At
the time the Original Form 8-K was filed, the Company and Mr. Chretien had not yet finalized the terms of a separation agreement. Following
the execution of the Separation Agreement and Release on September 15, 2025, the Company is filing this Amendment No. 2 to disclose the
material terms of that agreement pursuant to Item 5.02 of Form 8-K.
Except
as described in this Amendment No. 2, the disclosures contained in the Original Form 8-K remain unchanged and this Amendment No. 2 does
not otherwise amend, update or modify any information previously reported in the Original Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 26, 2026, Matthew Chretien, Chief Strategy Officer of Intellinetics, Inc., a Nevada corporation (the “Company”), notified
the Company of his retirement and resignation of his offices of Secretary and Chief Strategy Officer of the Company, effective as of
September 1, 2026.
On
September 15, 2026, the Company entered into a Separation Agreement with Mr. Chretien in connection with his retirement, with retroactive
effect to September 1, 2026, pursuant to which Mr. Chretien will receive severance equal to three months’ salary. Mr. Chretien
will also remain engaged with the Company as a consultant, paid hourly, with such consulting arrangement being treated as Continuous
Service under the terms of Mr. Chretien’s stock options and restricted stock awards. The foregoing description of the Separation
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement,
a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2026.
On
September 17, 2026, with retroactive effect to September 1, 2026, the board of directors of the Company (“the Board”) approved
a change in the executive officer titles of Joseph Spain. Effective as of September 1, 2026, Mr. Spain will serve as the Company’s
Chief Financial Officer, Secretary and Treasurer. Prior to such change, Mr. Spain served as the Company’s Chief Financial Officer,
Treasurer, and Chief Operating Officer. No changes were made to Mr. Spain’s compensation arrangements in connection with the foregoing
changes.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Name
of Exhibit |
| |
|
|
| 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/
Alison Forsythe |
| |
|
Alison
Forsythe |
| |
|
President
and Chief Executive Officer |
| |
|
|
| Dated:
September 18, 2026 |
|
|
