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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): January 21, 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
January 21, 2026, James DeSocio, Chief Executive Officer of Intellinetics, Inc., a Nevada corporation (the “Company”), notified
the Company that he will retire and resign his offices of President, Chief Executive Officer, and Director of the Company, effective
as of February 27, 2026. Mr. DeSocio advised the Company that his resignation was not as a result of any disagreement with the Company.
Mr.
DeSocio and the Company will enter into a Separation Agreement, pursuant to which Mr. DeSocio will receive severance equal to six-months’
salary, acceleration of all unvested restricted stock awards, and an extension to permit him to exercise his stock options prior to December
31, 2026.
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 Annual Report on Form 10-K
for the year ended December 31, 2025.
Item 7.01 Regulation FD Disclosure.
Effective
as of February 27, 2026, the size of the Board will be reduced from six to five directors.
In
addition, on January 27, 2026, the Company issued a press release announcing the retirement and resignation of Mr. DeSocio, a copy of
which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or 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 a filing.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Name
of Exhibit |
| |
|
|
| 99.1 |
|
Press release issued by Intellinetics, Inc., on January 27, 2026. |
| 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:
January 27, 2026 |
|
|
