8-K

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): October 1, 2021

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

Nevada	000-31671	87-0613716
(State or other jurisdiction	(Commission	(I.R.S Employer
of incorporation)	File Number)	Identification No.)

2190 Dividend Dr., Columbus, Ohio	43228
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (614) 388-8908

Intellinetics, Inc.

(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 (see General Instruction A.2. below):

☐	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	Name of each exchange on which registered
None	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 1, 2021, the Board of Directors (the “Board”) of Intellinetics, Inc. (the “Company”) elected William Cooke, age 60, as an additional Director, and appointed Mr. Cooke as Chair of the Board, Chair of the Audit Committee of the Board, and a member of the Compensation Committee of the Board. Mr. Cooke will receive the standard annual compensation payable to Directors and an additional amount payable to the Chairman of the Board as set by the Compensation Committee.

Mr. Cooke is currently employed as a Vice President at Taglich Brothers, Inc., which we have retained as a Placement Agent and M&A Advisory Firm from time to time, including in 2020 and 2021. Compensation paid by the Company to Taglich Brothers since January 1, 2020 consists of:

● a success fee of $300,000 for financial advisory and investment banking services in 2020 as a result of the successful completion of the acquisition of Graphic Sciences, Inc., with $75,000 of such fee received by Mr. Cooke;

● placement agent fees of $440,000, which represented an 8% commission based upon the gross proceeds of a private placement of equity completed in 2020;

● placement agent fees in the form of warrants to purchase 95,500 shares of common stock, which represented 10% of the shares and unit shares sold in the 2020 private placement, and which have an exercise price of $4.00 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, 7,200 of such placement agent warrants being issued to Mr. Cooke, and which we have valued at $4.00 per warrant using the Black-Scholes method of valuation; and

● placement agent fees in the form of 35,250 shares of common stock in connection to a debt conversion completed in 2020, which share amount was equal to 3% of the original principal amount of the converted notes.

Item 8.01 Other Events.

On October 5, 2021, the Company issued a press release announcing the appointment of William Cooke as Board Chairman. 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 October 5, 2021.
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: October 5, 2021

EX-99.1

Exhibit 99.1

Intellinetics, Inc. Announces Appointment of William Cooke as Chairman of the Board

Columbus, Ohio: October 5, 2021: Intellinetics, Inc., (OTCQB:INLX) a complete content management solutions provider, welcomes Mr. William Cooke as the company’s newly appointed Chairman of the Board effective October 1, 2021 and succeeds the late Robert Schroeder, who served as Chairman until September 2021.

“We are honored to welcome Bill Cooke as Chairman of our Board of Directors,” stated James DeSocio, CEO of Intellinetics, Inc. “Bill’s robust leadership experience will be invaluable to Intellinetics as we continue to grow our business and pursue our goals to be a trusted, document management solutions.”

“I have been working with Intellinetics for a number of years on their M&A execution and strategy. I look forward to officially joining their board as chairman,” stated Bill Cooke.

Bill joined Taglich Brothers, Inc., a New York-based full-service brokerage firm that specializes in placing and investing in private equity transactions for small public companies, in 2012 and participates in sourcing, evaluating, and executing new investments as well as monitoring existing investments.

Prior to joining Taglich Brothers, he was a Managing Director of Glenwood Capital LLC from 2010 to 2012, where he advised middle-market clients on capital raising and mergers and acquisitions.

From 2001 to 2009, Bill sourced, evaluated and executed mezzanine transactions for The Gladstone Companies and BHC Interim Funding II, L.P. Before entering the private equity industry, Bill served as a securities analyst primarily covering the automotive and industrial sectors for ABN AMRO Incorporated and McDonald and Company Securities, Inc.

Bill received his Bachelor of Arts degree from Michigan State University and Master of Business Administration degree from the University of Michigan. He is a Chartered Financial Analyst and a member of the Board of Unique Fabricating, Inc., Racing & Performance Holdings, LLC and a former member of the board of directors of APR, LLC.

About Intellinetics, Inc.

Intellinetics, Inc. (OTCQB: INLX) empowers organizations to manage, store and protect their important documents and data. The company offers its IntelliCloud^TM content management platform, in addition to business process outsourcing (BPO), document and micrographics scanning services, and records storage. Intellinetics guides companies through the digital transformation process to reduce risk, strengthen compliance and enable anytime, anywhere access to mission critical forms and documents.

From highly regulated industries like Healthcare/Human Service Providers, K-12, Public Safety, and State and Local Governments, to businesses looking to move away from paper-based processes, Intellinetics is the all-in-one, compliant, document management solution. Learn how Intellinetics made a positive business impact within various organizations: https://www.intellinetics.com/case-studies/

Cautionary Statement

Statements in this press release which are not purely historical, including statements regarding future business and growth are forward-looking statements. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks associated with the effect of changing economic conditions, the impact of COVID-19 and related governmental actions and orders on customers, suppliers, employees and the economy and our industry, Intellinetics’ ability to execute on its business plan and strategy, and other risks, uncertainties and other factors discussed from time to time in its reports filed with or furnished to the Securities and Exchange Commission, including in Intellinetics’ most recent annual report on Form 10-K, quarterly report on Form 10-Q, as well as subsequently filed reports on Form 8-K. Intellinetics cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Intellinetics disclaims any obligation and does not undertake to update or revise any forward-looking statements in this press release. Expanded and historical information is made available to the public by Intellinetics on its website at www.intellinetics.com or at www.sec.gov.

XML

Cover	Oct. 01, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2021
Entity File Number	000-31671
Entity Registrant Name	INTELLINETICS, INC.
Entity Central Index Key	0001081745
Entity Tax Identification Number	87-0613716
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2190 Dividend Dr.
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43228
City Area Code	(614)
Local Phone Number	388-8908
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false