Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

 

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Rule 14a-12

 

INTELLINETICS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:

 

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

 

 

 

 

 

 

 

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): July 19, 2022

 

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: [phone]

 

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		Trading Symbol(s)		Name of each exchange on which registered
None		INLX		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 8.01

Other Events.

 

On July 19, 2022, Intellinetics, Inc. (the “Company”) reconvened its Annual Meeting of Stockholders (the “Annual Meeting”). At that time, there were not present virtually or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted. The adjourned Annual Meeting will reconvene at the offices of the Company located at 2190 Dividend Drive, Columbus, Ohio 43228 at 3:00 p.m. Eastern Time on August 17, 2022.

 

The close of business on April 27, 2022 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.

 

No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company encourages all of its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2022, (the “Proxy Statement”) which is available free of charge on the SEC’s website at www.sec.gov, and on the Company’s website at intellinetics.com/2022-proxy-materials/.

 

During the period of adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement. The Company encourages all stockholders who have not yet voted to do so before Tuesday, August 16, 2022 at 11:59 p.m., Eastern Time.

 

On July 20, 2022, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Name of Exhibit
99.1		Press Release, issued on July 20, 2022.
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/ Joseph D. Spain
		Joseph D. Spain
		Treasurer and Chief Financial Officer

 

 

  

Exhibit 99.1

 

 

Intellinetics Announces Adjournment of Annual Meeting of Stockholders Due to Lack of Quorum

 

COLUMBUS, OH – (July 20, 2022) – Intellinetics, Inc. (OTCQB: INLX) (the “Company”) announced that the Company’s 2022 Annual Meeting of Stockholders on July 19, 2022, at 3 p.m. was reconvened and adjourned, without any business being conducted, due to lack of the required quorum.

 

A quorum consists of a majority of the shares entitled to vote. There were fewer than a majority of shares entitled to vote present, either in person or by proxy at this meeting. The Annual Meeting therefore had no quorum and was adjourned to 3:00 p.m. (Eastern Time) on Wednesday, August 17, 2022 at the offices of the Company, 2190 Dividend Drive, Columbus, Ohio, 43228 to allow additional time for the Company’s stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on May 2, 2022.

 

Only stockholders of record as of the record date, April 27, 2022, are entitled to and are being requested to vote. At the time the annual meeting was adjourned, proxies had been submitted by stockholders representing approximately 38% of the shares of the Company’s common stock outstanding and entitled to vote at the annual meeting. Proxies previously submitted in respect of the annual meeting will be voted at the adjourned annual meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.

 

The Company encourages all stockholders of record on April 27, 2022, who have not yet voted, to do so by August 16, 2022 at 11:59 p.m. (Eastern Time). Shareholders who have any questions or require any assistance with completing a proxy or voting instruction form or who do not have the required materials, may contact us at the phone number or email address below.

 

Important Information

 

This material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held on August 17, 2022. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on May 2, 2022. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The definitive proxy statement was mailed to shareholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at sec.gov or the Company’s website intellinetics.com/2022-proxy-materials/.

 

About Intellinetics, Inc.

 

Intellinetics, Inc., located in Columbus, Ohio, 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. For additional information, please visit www.intellinetics.com.

 

CONTACT:

 

Joe Spain, CFO

Intellinetics, Inc.

614.921.8170 [e-mail]