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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 12, 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 2.02 |
Results of Operations and Financial Condition. |
On June 17, 2026, Innodata
Inc. (the “Company”) issued a press release reaffirming its full-year 2026 revenue growth guidance it provided on May 7, 2026,
in its first quarter earnings release and conference call. A copy of the press release is furnished with this Current Report on Form 8-K
as Exhibit 99.1.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or
other document filed 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 5.02. |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 17, 2026, the Company
also announced the appointment of its new Executive Vice President, Chief Financial Officer and Principal Financial Officer, Mr. Jayant
Chauhan, effective as of July 6, 2026.
Effective
as of Mr. Chauhan’s appointment date Ms. Marissa Espineli, who is currently serving as the Company’s Interim Chief Financial
Officer, Principal Financial Officer, and Principal Accounting Officer, will transition to the role of Chief Accounting Officer and will
continue to serve as the Company’s Principal Accounting Officer.
Mr. Chauhan, age 51, brings
over 25 years of finance and operational experience, having most recently served as Senior Vice President of Mergers and Acquisitions
at Mphasis Corporation, a subsidiary of Mphasis Limited (BSE:526299; NSE: MPHASIS), a publicly listed global IT services company, a position
he held from November 2022 to April 2026. Prior to that, he held Senior Vice President Finance roles at EPOWERX PTE. LTD. from January
2022 to July 2022 and Oravel Stays Private Limited and OYO Hotels, Inc. (collectively, “OYO”) from August 2015 to December
2021, technology-driven growth companies. Earlier in his career, Mr. Chauhan held Vice President roles in investment banking at BMO Capital
Markets and J.P. Morgan. Mr. Chauhan holds an M.B.A. from the University of Michigan, Ann Arbor (2008), and a B.E. in Electrical Engineering
from Punjab Engineering College, India (1997).
There
is no arrangement or understanding between Mr. Chauhan and any other persons pursuant to which Mr. Chauhan was appointed as Executive
Vice President and Chief Financial Officer of the Company. There are no family relationships between Mr. Chauhan and any director, executive
officer, or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item
401(d) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”), and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions
currently proposed.
On June 12, 2026, the Company
and Mr. Chauhan entered into an employment agreement (the “Agreement”), effective July 6, 2026. The Agreement will continue
until terminated by the Company or Mr. Chauhan in accordance with its termination provisions.
Under the terms of the Agreement,
Mr. Chauhan will serve as the Company’s Executive Vice President and Chief Financial Officer of the Company. Mr. Chauhan will receive
an annual base salary of $460,000, subject to annual discretionary increases as determined by the Company’s Compensation Committee
of the Board of Directors of the Company (the “Compensation Committee”). Additionally, Mr. Chauhan is eligible to receive
annual cash bonuses, with a target bonus opportunity of not less than 75% of Mr. Chauhan’s base salary for the applicable calendar
year, and subject to achievement of performance metrics established by the Compensation Committee. Mr. Chauhan is also eligible for equity-based
and/or non-equity based awards and incentives as determined by the Compensation Committee. The Agreement also provides for indemnification,
other benefits including an annual health assessment, long-term disability and life insurance, and contains restrictive covenants, including
confidentiality, and non-interference restrictions.
In the event Mr. Chauhan’s
employment is terminated by the Company, other than for Cause (as defined in the Agreement), death or disability, or if he resigns for
Good Reason (as defined in the Agreement), Mr. Chauhan will be entitled to receive: (i) severance equal to 100% of the sum of (A) his
base salary in effect immediately prior to his termination and (B) the greater of his most recently declared bonus or the average of his
three most recently declared bonuses, payable over 12 months; (ii) continued medical and dental benefits until the earlier of the end
of the maximum applicable COBRA coverage period or for the 12 months following termination (or cash payments in lieu thereof following
expiration of COBRA coverage); and (iii) continued life and long-term disability insurance for 12 months following the termination. Receipt
of these benefits is subject to Mr. Chauhan’s execution of a separation agreement and release of claims and compliance with post-termination
restrictive covenants.
In the event Mr. Chauhan’s
employment is terminated by the Company coincident with a Change of Control (as defined in the Agreement), Mr. Chauhan will be entitled
to receive a separation payment consisting of: (i) a lump-sum payment, payable within 30 days following his termination, equal to 200%
of the sum of his base salary as in effect immediately prior to his termination and the greater of his most recently declared bonus or
the average of his three most recently declared bonuses; (ii) continued medical and dental benefits for up to 24 months following termination
(or, if shorter, through the end of the applicable COBRA coverage period, with cash payments in lieu of coverage thereafter); (iii) continued
life and long-term disability insurance for 24 months following termination; and (iv) accelerated vesting of outstanding unvested equity
and other incentive awards.
All payments and benefits
are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”).
In
connection with his employment, Mr. Chauhan will receive an initial grant of restricted stock units (“RSUs”) valued at $1.3
million, with 50% of such grant consisting of performance-based RSUs. Mr. Chauhan and the Company have also entered into a customary
indemnification agreement, a form of which has been previously filed as Exhibit 10.1 to our Current Report on Form 8-K with the Securities
and Exchange Commission on February 23, 2022.
The description of the Agreement
is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Current Report on Form
8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.
Exhibit Index
| Exhibit |
Description |
| |
|
| 10.1 |
Employment Agreement, by and between Innodata Inc. and Jayant Chauhan effective July 6, 2026. |
| |
|
| 99.1 |
Press Release dated June 17, 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: June 17, 2026 |
By: |
/s/ Amy R. Agress |
| |
|
Amy R. Agress |
| |
|
Senior Vice President and General Counsel |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Innodata Appoints Jayant Chauhan as Chief
Financial Officer
Brings More Than Two Decades of Experience in
Finance and Scaling High-Growth Technology Companies, Effective July 6, 2026
Interim CFO Marissa Espineli to Transition to
Chief Accounting Officer
NEW YORK, June 17, 2026 - INNODATA INC. (Nasdaq: INOD) (“Innodata”
or the “Company”) today announced that it has appointed Jayant Chauhan as Executive Vice President and Chief Financial Officer
(CFO), effective July 6, 2026. At that time, Marissa Espineli, who is serving as the Company's Interim Chief Financial Officer, will transition
to the new role of Chief Accounting Officer, reporting to Mr. Chauhan.
Mr. Chauhan brings to Innodata more than two decades of experience
building and leading finance functions for fast-growing global technology companies. He most recently served as Senior Vice President,
M&A at Mphasis, a Blackstone-owned, publicly traded global IT services company, and previously as Senior Vice President, Global Strategic
Finance, and CFO of the operated hotels division at OYO, the SoftBank-backed global hospitality platform. With deep expertise in financial
planning and analysis, operating finance, capital allocation, investor communication, and mergers-and-acquisitions, Mr. Chauhan will support
Innodata in scaling its position in the generative AI value chain and strengthening its financial foundation to drive continued growth.
“We are excited to welcome a seasoned finance executive like
Jayant to Innodata, who brings complementary skills and capabilities to our leadership team, including expertise in capital allocation,
capital markets, and investor communications,” said Jack Abuhoff, Chief Executive Officer.
“Innodata is experiencing exponential growth, fueled by our strong and growing customer base and innovative solutions and technology
at the intersection of data and AI. Last quarter, our quarterly revenue exceeded our total annual revenue from just three years ago. Jayant’s
vast industry knowledge and strong track record of building disciplined, scalable finance teams to support global technology companies
at scale makes him the ideal person to help Innodata continue to execute its long-term growth strategy and drive shareholder value.”
"Innodata is at the center of one of the most important shifts
in technology, providing the data, evaluation, and trust infrastructure required to build high-performing generative AI," said Mr.
Chauhan. "I've spent the majority of my career supporting ambitious companies scale with discipline, allocate capital judiciously,
and convert momentum into durable, profitable growth. It’s a compelling time for Innodata as the company embarks on the next phase
of growth, and I am excited to partner with the talented Innodata team to deliver on the tremendous opportunity ahead."
Abuhoff continued, "We are also pleased that the organization
will continue to benefit from Mariz's leadership as Chief Accounting Officer, where she will continue to lead our financial reporting,
compliance, and finance operations on a global basis."
Reaffirm 2026 Outlook
The Company is reaffirming its full-year 2026 revenue growth guidance
as provided on May 7, 2026. Innodata continues to expect revenue growth of approximately 40% or more year-over-year, up from the approximately
35% or more the Company guided in connection with its Fourth Quarter and Full Year 2025 Results.
Additional information regarding current outlook, including the definitions
of the non-GAAP financial measures referenced herein and related reconciliations, is included in our earnings release dated May 7, 2026,
which is available on the investor relations section of the Company’s website at https://investor.innodata.com/overview/default.aspx.
About Jayant Chauhan
Jayant Chauhan most recently served as Senior Vice President, M&A,
at Mphasis, a Blackstone-owned, publicly listed global IT services company with over $1.7 billion in revenue. At Mphasis, he established
and scaled the M&A function, leading sourcing, valuation, diligence, negotiation, and execution, as well as post-merger integration
and synergy capture. Earlier, Mr. Chauhan spent more than six years at OYO, the SoftBank-backed global hospitality platform, during a
period in which the company grew from a startup to a multi-billion dollar global platform, and held a series of leadership roles, including
Senior Vice President, Global Strategic Finance, and CFO of the company's operated-hotels division. Mr. Chauhan began his career in investment
banking at J.P. Morgan and subsequently at BMO Capital Markets where he led the origination and execution of complex debt, equity and
advisory transactions. He has an MBA from the University of Michigan's Stephen M. Ross School of Business and a bachelor's degree in engineering
from Punjab Engineering College.
About Innodata
Innodata (Nasdaq: INOD) is a global data engineering company. We believe
that data and Artificial Intelligence (AI) are inextricably linked. Our mission is to enable the responsible advancement of artificial
intelligence by providing the data, evaluation frameworks, and human expertise required to build AI systems that can be trusted at scale.
We provide a range of transferable solutions, platforms, and services for Generative AI / AI builders and adopters. In every relationship,
we honor our 36+ year legacy delivering the highest quality data and outstanding outcomes for our customers.
Visit www.innodata.com to learn more.
Forward-Looking Statements
This press release may contain certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
These forward-looking statements include, without limitation, statements concerning our operations, economic performance, financial condition,
developmental program expansion and position in the AI services market. Words such as “project,” “forecast,” “believe,”
“expect,” “can,” “continue,” “could,” “intend,” “may,” “should,”
“will,” “anticipate,” “indicate,” “guide,” “predict,” “likely,”
“estimate,” “plan,” “potential,” “possible,” “promises,” or the negatives
thereof, and other similar expressions generally identify forward-looking statements.
These forward-looking statements are based on management’s current
expectations, assumptions and estimates and are subject to a number of risks and uncertainties, including, without limitation, impacts
resulting from ongoing geopolitical conflicts; anticipated and actual use cases and outcomes; investments in large language models; that
contracts may be terminated by customers; projected or committed volumes of work may not materialize; pipeline opportunities and customer
discussions which may not materialize into work or expected volumes of work; the likelihood of continued development of the AI markets,
particularly new and emerging markets, that our services support; the ability and willingness of our customers and prospective customers
to execute business plans that give rise to requirements for our services; continuing reliance on project-based work and the primarily
at-will nature of such contracts and the ability of these customers to reduce, delay or cancel projects; potential inability to replace
projects that are completed, canceled or reduced; revenue concentration among a limited number of customers; our dependency on third-party
providers and partners; our ability to achieve revenue and growth targets; difficulty in integrating and deriving synergies from acquisitions,
joint ventures and strategic investments; potential undiscovered liabilities of companies and businesses that we may acquire; potential
impairment of the carrying value of goodwill and other acquired intangible assets of companies and businesses that we acquire; a continued
downturn in or depressed market conditions; changes in external market factors; the potential effects of U.S. global trade and monetary
policy, including the interest rate policies of the Federal Reserve; changes in our business or growth strategy; the emergence of new,
or growth in existing competitors; various other competitive and technological factors; our use of and reliance on information technology
systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure
of consumer, customer, employee or company information, or service interruptions; and other risks and uncertainties indicated from time
to time in our filings with the Securities and Exchange Commission (“SEC”).
Our actual results could differ materially from the results referred
to in any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the
risks discussed in Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” and other parts of our Annual Report on Form 10-K, filed with the SEC on February
26, 2026, and in our other filings that we may make with the SEC. In light of these risks and uncertainties, there can be no assurance
that the results referred to in any forward-looking statements will occur, and you should not place undue reliance on these forward-looking
statements. These forward-looking statements speak only as of the date hereof.
We undertake no obligation to update or review any guidance or other
forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the
U.S. federal securities laws.
Company Contact
Aneesh Pendharkar
investor@innodata.com
(201) 371-8000
**SOURCE:** Innodata Inc.
