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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): February 10, 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
1.01 | Entry
into a Material Definitive Agreement. |
The
information included in Item 2.03 (regarding the “Credit Agreement”) and Item 5.02 (regarding the “Employment Agreement”)
is hereby incorporated by reference into this Item 1.01.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
On
February 16, 2026, the Intellinetics, Inc. (the “Company”) entered into a $1 million secured term loan line of credit
(the “Line of Credit”) pursuant to a Credit Agreement (the “Credit Agreement”) and other related agreements with
JPMorgan Chase Bank, N.A. (“JPMC”). The Line of Credit will expire on December 31, 2026 unless renewed by mutual agreement
of the Company and JPMC. The Company expects the proceeds of any borrowings under the Line of Credit to be used for, among other things,
working capital, capital expenditures, and general corporate purposes.
The
Credit Agreement contains customary covenants, including one that requires EBITDA to be at least $350,000 at fiscal year end, and it
is secured by a security interest in the Company’s assets. Borrowings from the Line of Credit will bear interest at a variable
rate equal to 2.35% over the Secured Overnight Financing Rate (SOFR),
The
foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Credit 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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Appointment;
Biographical Information
On
February 10, 2026, the Board appointed Alison Forsythe to serve as the Company’s President and Chief Executive Officer, with such
appointment to be effective as of February 17, 2026.
Prior
to joining the Company, Ms. Forsythe, age 64, has served as Chief Executive Officer of Humanyze, an AI-powered workforce analytics SaaS
company, since January 2024. In this role, Ms. Forsythe has led company strategy, go-to-market execution, and operational performance,
including initiatives to improve adoption and customer outcomes. From 2020 to 2023, Ms. Forsythe served as President, Security &
Alarm Division at EverCommerce, Inc. (NASDAQ: EVCM), a leading service commerce platform. During her tenure, she led P&L operations,
growth strategy, and cross-functional execution across multiple acquired brands, including brand consolidation and integration efforts.
Ms. Forsythe holds a Bachelor of Arts degree in Mathematics and Business Administration from Queens College (now Queens University of
Charlotte).
Compensation
Pursuant
to an Executive Employment Agreement between Ms. Forsythe and the Company dated February 10, 2026 (“Employment Agreement”),
Ms. Forsythe will be paid an annual base salary of $400,000 and will be eligible for annual bonus payments totaling up to 55% of her
annual base salary. Such bonus payments shall be subject to the Company’s performance and approval by the Board. In addition, Ms.
Forsythe will be eligible for an additional bonus based on business objectives mutually agreed upon by Ms. Forsythe and the Board.
In
addition, as soon as practicable after Company policies permit, Ms. Forsythe will be granted 145,600 restricted stock units (“RSUs”).
One-third of such RSUs shall be vested as of the date of grant, one-third will vest on the first anniversary of the grant date, and the
remaining one-third will vest on the second anniversary of the grant date, subject to continuous service with the Company.
In
addition, the Employment Agreement provides for certain severance payments and benefits in the event of a termination of Ms. Forsythe’s
employment under specific circumstances, including three (3) months of continued base salary for termination without cause, and six (6)
months of continued base salary for a qualifying termination within certain proximity to a change of control event by the Company. Ms.
Forsythe’s receipt of such severance payments and benefits is contingent upon execution of a general release of claims in favor
of the Company at the time of termination.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Employment 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.
Related
Party Disclosures
Ms.
Forsythe was retained on an ad-hoc consulting basis prior to her appointment as CEO. Consulting fees equaled $15,384.
There
are no arrangements or understandings between Ms. Forsythe and any other person pursuant to which Ms. Forsythe was selected as an officer
of the Company, other than the Executive Employment Agreement. There are no family relationships between Ms. Forsythe and any director
or executive officer of the Company. Other than as described above, there are no transactions involving Ms. Forsythe that would require
disclosure under Item 404(a) of Regulation S-K.
| Item
7.01 |
Regulation
FD Disclosure. |
In
addition, on February 17, 2026, the Company issued a press release announcing the appointment of Ms. Forsythe, 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 February 17, 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/
Joseph D. Spain |
| |
|
Joseph
D. Spain |
| |
|
Chief
Operating Officer; Chief Financial Officer; Treasurer |
| |
|
|
| Dated:
February 17, 2026 |
|
|
Exhibit
99.1
Intellinetics,
Inc. Appoints Alison Forsythe as President and Chief Executive Officer
Proven
Technology Executive to Lead Intellinetics Into Its Next Phase of Growth
COLUMBUS,
Ohio - (BUSINESS WIRE) - Intellinetics, Inc. (NYSE American: INLX), a digital transformation solutions provider, today announced
the appointment of Alison Forsythe as President and Chief Executive Officer, effective February 17, 2026.
Ms.
Forsythe is a seasoned SaaS and enterprise software executive with more than two decades of experience leading technology organizations
through periods of growth, transformation, and scale. She is widely recognized for strengthening execution, aligning go-to-market strategies
and building scalable software businesses that deliver sustained value for customers, partners, and shareholders.
Mike
Taglich, Chairman of the Board of Intellinetics, said, “We are thrilled to welcome Alison to Intellinetics. She is a highly experienced
operator who has repeatedly led software companies at important inflection points and elevated their performance. She brings the strategic
clarity, operational discipline, and leadership presence to take Intellinetics to a much higher level of innovation, execution, and scalable
growth. The Board has strong confidence in her ability to lead the Company’s next phase.”
Most
recently, Ms. Forsythe served as Chief Executive Officer of Humanyze, where she led the company’s evolution as an AI-powered workforce
analytics platform. During her tenure, she sharpened strategic focus, strengthened operating rigor, and advanced new product initiatives
designed to broaden applicability and expand the company’s total addressable market by more than 5x across SMB and enterprise customers.
Previously,
Ms. Forsythe was President of EverCommerce’s Security & Alarm Division, overseeing a portfolio of software businesses serving
SMB, enterprise, and public-sector customers. In this role, she led platform integration efforts, advanced SaaS adoption by more than
15%, improved operating efficiency—including a 48%+ reduction in aged accounts receivable—and enhanced customer experience
through product and process modernization, resulting in approximately 70% faster implementation and service resolution timelines.
Earlier
in her career, Ms. Forsythe led the transformation of a privately held, private-equity-backed ERP software division at Exact Software.
During her tenure, she drove double-digit revenue growth, increased EBITDA by more than 20% year-over-year, reduced customer attrition
by over 50%, and launched a new flagship product that repositioned the business for sustained growth and long-term performance.
In
addition to these roles, Ms. Forsythe has held senior leadership roles at Honeywell and CA Technologies, as well as other enterprise
software organizations where she led global teams across SaaS, ERP, and enterprise software environments. Her background spans product
development, go-to-market execution, partner ecosystem development, and disciplined P&L management—building durable software
businesses designed to scale. Her experience reflects a broad, international perspective and consistent focus on innovation and digital
transformation.
“Intellinetics
has a differentiated platform, a strong foundation, and an exciting opportunity ahead,” said Ms. Forsythe. “My focus will
be on advancing product innovation, strengthening customer and partner value, and operating with rigor as we scale. I’m excited
to work with the team to help customers modernize how they manage information and workflows, while positioning the Company for long-term
success.”
About
Intellinetics, Inc.
Intellinetics,
Inc. (NYSE American: INLX) is a SaaS and document conversion services provider delivering secure, scalable automation and document management
solutions for regulated and resource-constrained organizations. The company helps customers work smarter by connecting information, processes,
and people through secure, AI-powered technologies that transform complex data into clarity, transparency, and confident decision-making.
Intellinetics is headquartered in Columbus, Ohio. For more information, visit www.intellinetics.com.
Investor
Contact:
Joe
Spain, CFO
Intellinetics,
Inc.
614.921.8170
investors@intellinetics.com
