Business Context and Reporting Period
Company: INTELLINETICS, INC. (INLX)
Filing Type: Form 8-K (Current Report)
Date of Report: May 28, 2025
Principal Office: Columbus, Ohio
Event: Entry into a Material Definitive Agreement (At The Market Offering Agreement).
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The filing focuses exclusively on a capital raising mechanism.
- Proposed Offering Size: Up to $10,000,000 aggregate offering price.
- Security Type: Common Stock, $0.001 par value.
- Underwriting Commission: 3.0% of the gross sales price.
- Reimbursable Expenses: Up to $60,000 plus up to $2,500 per quarter while the agreement is in effect.
Material Changes
On May 28, 2025, the Company entered into an At The Market Offering Agreement (ATM Agreement) with Lucid Capital Markets, LLC. This agreement allows the Company to sell shares of its Common Stock from time to time through the Agent. The offering is made pursuant to a Registration Statement on Form S-3 (File No. 333-286586) declared effective on April 22, 2025.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The Company is not obligated to sell any shares, and the Agent is not obligated to buy or sell any shares. There is no assurance that any shares will be sold, nor is there any assurance regarding the price, amount, or timing of potential sales.
Risks and Contingencies:
- Termination: The Company may terminate the agreement at any time upon five (5) business days' prior written notice. The Agent may also terminate at any time.
- Market Conditions: Sales will be made at prevailing market prices, which are subject to volatility.
- Legal Disclaimer: This report does not constitute an offer to sell or a solicitation of an offer to buy securities in any state where such offer would be unlawful.
Investor Verification Checklist
- Verify the current market price of INLX to assess potential dilution from the $10,000,000 offering.
- Review the full text of the ATM Agreement (Exhibit 1.1) for specific sales parameters and conditions.
- Confirm the Company's current cash position and liquidity needs to understand the urgency of this offering.
- Check subsequent filings to determine if and when shares are actually sold under this agreement.
- Review the Form S-3 (File No. 333-286586) for broader context on the Company's capital structure.