false
0000903651
0000903651
2025-06-12
2025-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 12, 2025
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. ¨
Innodata Inc. (the “Company”) previously disclosed that
in 2024 it received subpoenas from the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”)
requesting the Company to produce certain documents. The Company believes these subpoenas were related to allegations contained in the
putative class action against the Company captioned D’Agostino v. Innodata Inc., et al., in the United States District Court for
the District of New Jersey (the “Securities Class Action”) regarding the Company’s prior public statements about its
artificial intelligence (AI) capabilities.
On June 12, 2025, the DOJ notified the Company that it has closed its
investigation into the Company. Separately, the SEC has likewise notified the Company that it has concluded its investigation and does
not intend to recommend an enforcement action against the Company. The Company views the closure of these investigations—without
any enforcement actions—as favorable and significant developments.
The Company fully cooperated with both the DOJ and SEC throughout the
course of their investigations, and the Company intends to vigorously defend itself in the Securities Class Action. The Company filed
a motion to dismiss the Securities Class Action on March 7, 2025. That motion remains pending before the Court.
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: June 18, 2025 |
By: |
/s/
Amy R. Agress |
| |
|
Amy R. Agress |
| |
|
Senior Vice President and General Counsel |
