UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 13, 2024, Intellinetics, Inc. (the “Company”) entered into an Amendment to all of its 12% Subordinated Promissory Notes, dated April 1, 2022 (the “Notes”) with certain accredited investors. The Amendment allows individual Note holders to elect to extend the Maturity Dates of their respective Notes from March 30, 2025 to December 31, 2025.
Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of April 2, 2024, Intellinetics, Inc. (the “Company”) shall award the following grants of restricted stock awards to certain executive officers of the Company:
| Name | Title | Restricted Stock Award | ||
| James F. DeSocio | President and Chief Executive Officer | 30,000 | ||
| Matthew L. Chretien | Secretary and Chief Strategy Officer | 25,000 | ||
| Joseph D. Spain | Treasurer and Chief Financial Officer | 25,000 |
The restricted stock was issued in accordance with the terms and conditions of the 2015 Intellinetics Inc. Equity Incentive Plan. One-third of the restricted stock shall vest upon grant; one-third upon the first anniversary of grant; and the remainder upon the second anniversary of grant.
On March 19, 2024, the Company’s Board Compensation Committee approved a base salary merit increase for James F. DeSocio to $355,000; Joseph D. Spain, to $240,000; and Matthew Chretien to $212,000, retroactive to January 1, 2024. Finally, severance terms were extended for James F. DeSocio and Joseph D. Spain to the following: 1) one year’s base salary upon a change of control, and 2) six months’ base salary upon any other termination by the Company without cause or by the employee for good reason.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Name of Exhibit | |
| 10.1 | Amendment to 12% Subordinated Promissory Notes | |
| 10.2 | Restricted Stock Award Agreement pursuant to the 2015 Intellinetics Inc. Equity Incentive Plan | |
| 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: March 19, 2024 | ||