Intelithrive (ITHR) CEO Resigns as 57.42% Stake Transfer to Newton Companies Is Disputed

Rhea-AI Filing Summary

Intelithrive, Inc. reported the resignations of Chief Executive Officer Paul Ogorek and officer Sam Becherer, each effective June 15, 2026. Mr. Ogorek's resignation cites an ongoing dispute with the company's majority shareholder over transfers of 5,880,000 shares (approximately 57.42%) and 10,000,000 Series A preferred shares.

The filings state the contested transfers were made to Newton Companies under contractual arrangements Mr. Ogorek believes were not performed as agreed; the resignation letters are attached as exhibits. The report frames these events as governance and control disputes affecting the company's leadership.

Positive

• None.

Negative

• Resignation of the CEO and another officer amid a dispute involving 5,880,000 shares (~57.42%) and 10,000,000 Series A preferred shares signifies material governance risk and potential control uncertainty.

Insights

Corporate Governance Analyst

CEO and an officer resigned amid a majority-shareholder dispute over large share transfers.

The filing states 5,880,000 shares (about 57.42%) and 10,000,000 Series A preferred shares were transferred to Newton Companies; these figures suggest a controlling stake is at the center of the dispute. Leadership departures tied to control disagreements typically raise near-term governance uncertainty.

Key dependencies include any formal challenge to the transfers, board composition after these resignations, and whether Newton Companies asserts voting or other control rights; subsequent filings may disclose those outcomes.

Securities Counsel

The report is a disclosure of officer departures and assertions about unfulfilled contractual arrangements.

The disclosure attaches resignation letters and frames the matter as a contractual dispute between a former officer and the majority holder, Newton Companies. The filing does not state any court rulings, settlements, or corrective corporate actions.

Material next steps to watch are any amendments, litigation filings, or special meeting notices that would legally resolve share ownership or governance authority; timing is not specified in the excerpt.

Key Figures

Resignation date: June 15, 2026 Common shares transferred: 5,880,000 shares Percent ownership represented: 57.42% +2 more

5 metrics

Resignation date June 15, 2026 Effective date for resignations

Common shares transferred 5,880,000 shares Transferred to Newton Companies as stated in resignation letter

Percent ownership represented 57.42% Approximate percentage represented by the 5,880,000 shares

Series A preferred transferred 10,000,000 shares Series A preferred shares transferred to Newton Companies per resignation letter

Form type Form 1-U Current Report pursuant to Regulation A

Key Terms

Regulation A, Series A preferred shares, majority shareholder

3 terms

Regulation A regulatory

"FORM 1-U CURRENT REPORT PURSUANT TO REGULATION A"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

Series A preferred shares financial

"10,000,000 series A preferred shares were transferred to Newton Companies"

Series A preferred shares are an early-stage class of ownership sold to investors that gives them special protections and payment priority over regular common stock. Think of them as a safer seat on a bus: if the company earns money or is sold, holders get paid before ordinary shareholders, and they often can convert to common shares later to share upside; that mix of safety and growth potential helps investors manage risk and reward.

majority shareholder corporate

"ongoing dispute with the Company's majority shareholder regarding matters affecting the governance"

A majority shareholder owns more than half of a company's voting shares, giving them effective control over major decisions such as choosing the board of directors, approving mergers, or setting strategy. For investors, this matters because the majority holder can steer the company much like the person who holds the largest piece of a pie decides how it’s shared—this can stabilize leadership and direction but also create risks if the majority’s interests differ from those of smaller shareholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A 

Date of Report June 17, 2026

INTELITHRIVE, INC.

(Exact name of issuer as specified in its charter)

WY		87-2595116
State of incorporation or organization		(I.R.S. Employer Identification No.)

7306 Skyview Ave.

New Port Richey, FL 34653

(727)-656-7967 

(Issuer’s telephone number, including area code)

Title of each class of securities issued pursuant to Regulation A: Common Shares

Item 7. Departure of Certain Officers

Mr. Paul Ogorek resigned from his positions as Chief Executive Officer, President, Secretary, Treasurer, and Director of Intelithrive, Inc. (the “Company”) on June 15, 2026. The resignation concerns several matters in particular an ongoing dispute with the Company's majority shareholder regarding matters affecting the governance and operations of the Company, specifically in a dispute relating to certain shares that Mr. Ogorek transferred to Newton Companies based on contractual arrangements and understandings that, in Mr. Ogorek’s view, have not been fulfilled or performed as agreed. The total shares transferred equaled 5,880,000 shares representing approximately 57.42% of the company. Additionally, 10,000,000 series A preferred shares were transferred to Newton Companies as part of the proposed restructuring that, Mr. Ogorek feels had not been fulfilled.

Mr. Sam Becherer resigned from all positions including any officer, executive, management, and director positions with Intelithrive, Inc. (the “Company”) on June 15, 2026. My decision to resign results from ongoing disputes and irreconcilable differences with the Company's majority shareholder regarding the governance, direction, and management of the Company. Despite efforts to address these concerns constructively, I no longer believe I can effectively fulfill my responsibilities or continue serving in a manner consistent with my professional judgment and fiduciary obligations.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Signature and Title)

Date 6/17/2026

EXHIBIT A: Resignation Letter Paul Ogorek

EXHIBIT B: Resignation Letter Sam Becherer

FAQ

What did Intelithrive (ITHR) disclose about leadership changes?

Intelithrive disclosed that CEO Paul Ogorek and officer Sam Becherer resigned effective June 15, 2026. Their resignation letters are attached as exhibits and cite disputes with the company's majority shareholder over governance and share transfers.

How many shares does the filing say were transferred to Newton Companies?

The filing states that 5,880,000 common shares were transferred to Newton Companies, described as representing approximately 57.42% of the company, and that 10,000,000 Series A preferred shares were also transferred.

Does the report state whether the transfers are final or challenged?

The filing frames the transfers as the subject of dispute in the resignation letters, with Mr. Ogorek asserting contractual obligations were not fulfilled; the report does not disclose any court rulings, reversals, or formal settlements.

Will Intelithrive remain compliant with Regulation A after these departures?

The current report is a Regulation A disclosure of officer departures and includes resignation letters as exhibits. It does not state any compliance breach or remedial measures; subsequent filings would address compliance developments if they arise.

What immediate governance effects does the filing describe for ITHR?

The filing reports the loss of the CEO and another officer and cites a majority-shareholder dispute over a large share transfer; it does not state replacements, a change in board composition, or any immediate corporate actions in the excerpt.