Amended Current Report Filing (8-k/a)
2022年6月16日 - 5:32AM
Edgar (US Regulatory)
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2022-04-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 1, 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: (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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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. ☐
EXPLANATORY
NOTE
On
April 1, 2022, Intellinetics, Inc., a Nevada corporation (the “Company” or “Intellinetics”), filed a Current
Report on Form 8-K (the “Initial Form 8-K”) to disclose the acquisition by the Company of substantially all the assets of
Yellow Folder, LLC, a Texas limited liability company (“Yellow Folder”). The information previously disclosed and reported
in the Initial Form 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A (Amendment No. 1). Intellinetics is
filing this Current Report on Form 8-K/A (Amendment No. 1) solely for the purpose of amending Item 9.01 of the Initial Form 8-K to file
the financial information required by Items 9.01(a) and 9.01(b), as permitted by Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K. No other
changes have been made to the Initial Form 8-K.
Item
2.01 |
Completion
of Acquisition or Disposition of Assets. |
On
April 1, 2022, the Company acquired substantially all the assets of Yellow Folder, as reported and disclosed in the Initial Form 8-K.
See the “Explanatory Note” above.
Item
9.01 |
Financial
Statements and Exhibits |
|
(a) |
Financial
Statements of Business Acquired. |
|
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|
|
|
The
audited financial statements of Yellow Folder as of December 31, 2021, and for the year then ended, and the report of GBQ Partners LLC,
independent registered public accounting firm, thereon, are filed herewith as Exhibit 99.1 and incorporated herein by reference. |
|
|
|
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|
The
unaudited financial statements of Yellow Folder as of March 31, 2022 and 2021, and for the three-month periods then ended, are filed
herewith as Exhibit 99.2 and incorporated herein by reference. |
|
|
|
|
(b) |
Pro
Forma Financial Information. |
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|
The
unaudited pro forma condensed combined financial statements of Intellinetics, reflecting the acquisition of Yellow Folder as of December
31, 2021, and for the one-year period then ended, and as of March 31, 2022, and for the three-month period then ended, are filed herewith
as Exhibit 99.3 and incorporated herein by reference. Such unaudited pro forma condensed combined financial statements are not necessarily
indicative of the operating results or financial position that actually would have been achieved if the acquisition had been in effect
on the dates indicated or that may be achieved in future periods, and should be read in conjunction with the financial statements of
Intellinetics and Yellow Folder. |
Exhibit
No. |
|
Name
of Exhibit |
2.1 |
|
Asset Purchase Agreement, dated as of April 1, 2022, by and among Intellinetics, Inc., 16th Fairway, LLC, TAG 2103 Investment Trust, Elderly Moose, LLC, and Double Wolves, Inc. (Filed with the Initial Form 8-K.) |
99.1 |
|
The audited financial statements of Yellow Folder, LLC. as of December 31, 2021, and for the one-year period then ended. (Filed herewith.) |
99.2 |
|
The unaudited financial statements of Yellow Folder, LLC. as of March 31, 2022 and 2021, and for the three-month periods then ended (Filed herewith.) |
99.3 |
|
The unaudited pro forma condensed combined financial statements of Intellinetics, Inc., reflecting the acquisition of Graphic Sciences, Inc. as if it occurred on December 31, 2021 and during the one year period then ended. (Filed herewith.) |
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. |
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By: |
/s/
Joseph D. Spain |
|
|
Joseph
D. Spain |
|
|
Treasurer
and Chief Financial Officer |
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Dated:
June 15, 2022 |
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