Business Context and Reporting Period
This Form 8-K Current Report was filed by Intellinetics, Inc. (Nevada) on February 10, 2026, with the earliest event reported on that date. The company, which trades under the symbol INLX on NYSE American, reported two material events: the entry into a new credit facility and the appointment of a new Chief Executive Officer.
Key Financial Metrics and Agreements
Debt and Liquidity
- New Credit Facility: Entered into a $1 million secured term loan line of credit with JPMorgan Chase Bank, N.A. on February 16, 2026.
- Interest Rate: Variable rate equal to 2.35% over SOFR.
- Term: Expires December 31, 2026, unless renewed.
- Collateral: Secured by a security interest in the Company's assets.
- Use of Proceeds: Working capital, capital expenditures, and general corporate purposes.
- Covenants: Requires EBITDA of at least $350,000 at fiscal year-end.
Executive Compensation
- Base Salary: $400,000 annually for the new CEO.
- Bonus: Eligible for up to 55% of base salary plus additional performance-based bonuses.
- Equity: Grant of 145,600 Restricted Stock Units (RSUs) (vesting 1/3 at grant, 1/3 at 1 year, 1/3 at 2 years).
- Severance: 3 months' salary for termination without cause; 6 months' salary for qualifying termination near a change of control.
Note: This filing does not provide specific revenue, profit, cash flow, or margin figures for the current or prior periods.
Material Changes and Management Commentary
Leadership Change
The Board appointed Alison Forsythe as President and Chief Executive Officer, effective February 17, 2026. Prior to this role, Ms. Forsythe served as CEO of Humanyze (since Jan 2024) and President of the Security & Alarm Division at EverCommerce (2020-2023). She was previously retained as an ad-hoc consultant, receiving fees of $15,384.
Financial Obligations
The creation of the $1 million line of credit represents a new direct financial obligation. The agreement includes a specific financial covenant requiring the company to maintain a minimum EBITDA of $350,000 at the end of the fiscal year.
Risks, Contingencies, and Unusual Items
- Covenant Compliance Risk: The company must achieve $350,000 in EBITDA by fiscal year-end to comply with the new credit agreement.
- Collateral Risk: The loan is secured by all company assets, increasing risk in the event of default.
- Executive Transition: The appointment of a new CEO involves operational transition risks, though Ms. Forsythe brings relevant SaaS and service commerce experience.
Investor Verification Checklist
- Verify the company's ability to meet the $350,000 EBITDA covenant required by the new JPMorgan Chase credit agreement.
- Review the full text of the Credit Agreement and Employment Agreement (to be filed as exhibits to the 10-K for the year ended Dec 31, 2025) for additional terms.
- Confirm the vesting schedule and grant date for the 145,600 RSUs awarded to the new CEO.
- Monitor the company's cash burn rate and working capital needs given the new debt structure.