UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
As of October 27, 2023, the Board of Directors (the “Board”) of Intellinetics, Inc. (the “Company”) appointed Michael Taglich to serve as a director of Intellinetics, Inc. for an initial term expiring at the 2024 annual meeting of the stockholders of the Company. Mr. Taglich fills a vacancy on the Board created in May of 2023.
Mr. Taglich is the President and a principal of Taglich Brothers, Inc., a New York-based broker dealer which we have retained as a Placement Agent and M&A Advisory Firm from time to time. Compensation paid by the Company to Taglich Brothers or its affiliates or agents since January 1, 2021 consists of:
| ● | a success fee of $200,000 for financial advisory and investment banking services in 2022 as a result of the successful completion of the acquisition of Yellow Folder, LLC, | |
| ● | placement agent fees of $696,420, which represented an 8% commission based upon the gross proceeds of a private placement of equity completed in 2022; | |
| ● | placement agent fees in the form of warrants to purchase 124,258 shares of common stock, which represented 10% of the shares and unit shares sold in the 2022 private placement, and which have an exercise price of $4.62 per share of common stock, are exercisable for a period of five years, and contain customary cashless exercise rights, anti-dilution protection, and piggy-back registration rights, | |
| ● | agreement by the Company to extend the expiration dates of 131,700 outstanding warrants previously issued to affiliates or agents of Taglich Brothers, Inc. to March 30, 2027. |
Mr. Taglich is also a current shareholder of Intellinetics, Inc., directly or indirectly holding 775,067 shares of common stock (including 66,124 shares of common stock underlying warrants issued to Mr. Taglich), which constitutes approximately 18% beneficial ownership in the Company.
| Item 8.01 | Other Events. |
On November 2, 2023, the Company issued a press release announcing the appointment of Michael Taglich as a director. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Name of Exhibit | |
| 99.1 | Press release issued by the Company on November 2, 2023. | |
| 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: November 2, 2023 | ||