[8-K] Intellinetics, Inc. Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025 Intellinetics, Inc. (NYSE American: INLX) filed a Form 8-K disclosing two principal items: the full, penalty-free prepayment of its outstanding promissory notes and the results of its 2025 Annual Meeting of Stockholders.

Termination of notes: INLX repaid an aggregate $1,373,740, consisting of $1,339,500 principal and $34,240 accrued interest, on notes originally maturing December 31, 2025. The early retirement removes the liability from the balance sheet and halts further interest expense. Of the amount repaid, $545,772 went to related parties Michael N. Taglich (director >10% holder) and Robert F. Taglich (>10% holder).

Annual meeting outcomes: With 2,207,584 shares (50.8% of the 4,341,458 shares outstanding) present, stockholders re-elected all six director nominees—each receiving ≈98% “for” votes—and ratified GBQ Partners LLC as independent auditor for fiscal 2025 by a 2,207,027-to-557 vote.

The company furnished a June 24, 2025 press release (Exhibit 99.1) announcing the debt prepayment; the information is deemed furnished, not filed, under the Exchange Act.

Positive

• Early retirement of $1.34 million in promissory notes eliminates scheduled debt before maturity and stops future interest outlays.
• No prepayment penalties preserve cash and reflect favorable note terms.
• Strong shareholder support for directors (≈98% approval) and auditor ratification (99.97% approval) signals investor confidence.

Negative

• $1.37 million cash outflow could pressure short-term liquidity until offset by operations.
• Significant related-party component ($545.8k) in the repaid notes may attract governance scrutiny.

Insights

Financial Analyst

TL;DR: Eliminating $1.34 M debt enhances INLX’s leverage and cuts interest expense; overall balance-sheet positive.

The early retirement reduces liabilities ahead of schedule, signaling improved liquidity and potential operating cash-flow strength. Although modest in absolute terms, the note payoff is material for a micro-cap issuer and should lower future interest expense, marginally improving earnings. Lack of prepayment penalties preserves cash. Shareholder vote outcomes maintain board continuity and auditor stability, suggesting no immediate governance risk. I view the disclosure as financially impactful and incrementally positive to equity value.

Corporate Governance Expert

TL;DR: Related-party repayments resolved; governance neutral but warrants continued monitoring.

Roughly 40% of the prepaid amount ($545.8k) went to insiders holding >10% stakes. While repayment clears potential conflicts tied to insider lending, it also underscores the board’s reliance on related-party financing—an area investors often scrutinize. Voting results show strong shareholder support for directors and auditor, indicating confidence. No contentious proposals surfaced. Overall, governance impact is neutral; transparency of disclosure mitigates concerns, but future financing sources merit attention.

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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): June 18, 2025

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		000-31671		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 1.02 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

FAQ

How much debt did Intellinetics (INLX) prepay according to the June 18 2025 Form 8-K?

The company prepaid $1,339,500 in principal plus $34,240 in interest, totaling $1,373,740.

Were insiders involved in the INLX debt repayment?

Yes. $545,772 was paid to related parties Michael N. Taglich (director) and Robert F. Taglich, each owning >10% of shares.

Did Intellinetics incur any penalties for early debt retirement?

No. The notes were prepaid without penalty.

What were the 2025 director election results for INLX?

All six nominees were re-elected with roughly 98% “for” votes; the highest withheld count was 35,362 shares.

Which accounting firm was ratified for INLX’s 2025 fiscal year?

Shareholders ratified GBQ Partners LLC by a 2,207,027-to-557 vote.