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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 3, 2026
INNODATA
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
001-35774 |
13-3475943 |
| (State
or other jurisdiction of |
(Commission
File Number) |
(I.R.S.
Employer |
| incorporation) |
|
Identification
No.) |
| |
|
|
| 55
Challenger Road |
|
|
| Ridgefield
Park, NJ
|
|
07660 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant's
telephone number, including area code (201)
371-8000
(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:
| ¨ | 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 |
INOD |
The
Nasdaq Stock
Market LLC |
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. |
As previously reported on
the Current Report on Form 8-K filed by Innodata Inc., a Delaware corporation (the “Company”) on August 6, 2026 (the “Original
8-K”), the Board of Directors of the Company (the “Board”) approved the transition of (i) Jack S. Abuhoff from the role
of Chief Executive Officer of the Company to the role of Executive Chairman, effective as of September 30, 2026 (the “Executive
Chairman Transition”), and (ii) Rahul Singhal from the role of President and Chief Revenue Officer of the Company to the role of
President and Chief Executive Officer, effective as of September 30, 2026 (the “CEO Transition”).
On September 28, 2026, in
connection with the Executive Chairman Transition, the Company and Mr. Abuhoff entered into an amendment (the “Abuhoff Amendment”)
to the employment agreement, as amended, between the Company and Mr. Abuhoff, effective September 30, 2026. Pursuant to the Abuhoff Amendment,
Mr. Abuhoff will serve as Executive Chairman of the Company, report directly to the Board and receive an annual base salary of $600,000,
subject to annual review by the Board for discretionary increases, with the first such increase, if any, to be effective April 1, 2028.
Mr. Abuhoff’s target annual cash bonus will be 100% of his then-current base salary. The Abuhoff Amendment also provides that the
changes associated with Mr. Abuhoff’s transition to Executive Chairman, including changes to his title, duties, authority, reporting
relationship and compensation, will not constitute “Good Reason” under his employment agreement or otherwise entitle him to
severance or other termination-related payments or benefits.
On September 28, 2026, in
connection with the CEO Transition, the Company and Mr. Singhal entered into an amendment (the “Singhal Amendment”) to the
employment agreement between the Company and Mr. Singhal, effective September 30, 2026. Pursuant to the Singhal Amendment, Mr. Singhal
will serve as President and Chief Executive Officer of the Company and report solely and directly to the Board. Mr. Singhal will receive
an annual base salary of $636,276, subject to annual performance reviews for discretionary increases as determined by the Leadership and
Compensation Committee of the Board, with the first such increase, if any, to be effective April 1, 2028. Mr. Singhal’s target annual
cash bonus will be 100% of his then-current base salary.
The above description of the
Abuhoff Amendment is qualified in its entirety by reference to the full text of the Abuhoff Amendment, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The above description of the Singhal Amendment is
qualified in its entirety by reference to the full text of the Singhal Amendment, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.2 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.
Exhibit Index
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment Number 4 to Employment Agreement, by and between Innodata Inc. and Jack Abuhoff, as amended, effective as of September 30, 2026. |
| 10.2 |
|
Amendment Number 1 to Employment Agreement, by and between Innodata Inc. and Rahul Singhal, effective as of September 30, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in iXBRL) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
INNODATA INC. |
| |
|
|
| |
|
| Date: September 30, 2026 |
By: |
/s/ Amy R. Agress |
| |
|
Amy R. Agress |
| |
|
Senior Vice President and General Counsel |
