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): March 19, 2026
INNODATA INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35774 | 13-3475943 |
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| incorporation) | ||
| 55 Challenger Road | 07660 | |
| Ridgefield Park, NJ | (Zip Code) | |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (201) 371-8000
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | INOD | The Nasdaq Stock Market LLC |
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)) |
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 1.01 | Entry into a Material Definitive Agreement |
The information set forth under Item 2.03 below is hereby incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 19, 2026 (the “Effective Date”), Innodata Inc. (the “Company”) entered into a fourth amendment (the “Amended Credit Agreement”) to that certain Credit Agreement, dated April 4, 2023, with Wells Fargo Bank, National Association, as lender (the “Lender”), Innodata Synodex, LLC (“Synodex”), Innodata Docgenix, LLC (“Docgenix”), Agility PR Solutions LLC (“Solutions”) and Innodata Services, LLC (“Services” and together with the Company, Synodex, Docgenix, and Solutions, individually, a “Borrower” and collectively, the “Borrowers”). Synodex, DocGenix, Solutions and Services are all subsidiaries of the Company.
The Amended Credit Agreement provides for an increased secured revolving line of credit (the “Revolving Credit Facility”) up to an amount equal to the lesser of the borrowing base and $50.0 million (the “Maximum Credit”), and a new maturity date of April 4, 2029 (the “Maturity Date”).
As of the Effective Date the Revolving Credit Facility’s borrowing base is calculated in accordance with the terms of the Amended Credit Agreement and on the basis of (i) 85% of eligible accounts (other than eligible foreign accounts and unbilled accounts), plus (ii) 85% of eligible government prime accounts (other than eligible foreign accounts and unbilled accounts), plus (iii) the lesser of (a) 80% of eligible accounts that are unbilled accounts and (b) 30% of all eligible accounts, plus (iv) the lesser of (a) 85% of eligible foreign accounts from accounts in a tier 1 country, (b) 20% of all eligible accounts, and (c) $5.0 million, minus (iv) reserves. As of December 31, 2025, such borrowing base calculation would equal approximately $30.0 million. The Company is entering into the Amended Credit Agreement to have increased access to capital to support anticipated growth with new and existing customers. Increases in accounts receivables from these anticipated opportunities would increase the borrowing base calculation under the Revolving Credit Facility.
The foregoing description of the Amended Credit Agreement, is qualified in its entirety by reference to the Amended Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Fourth Amendment to the Credit Agreement, dated as of March 19, 2026, to Credit Agreement dated as of April 4, 2023, by and among Innodata Inc., Innodata Synodex, LLC, Innodata Docgenix, LLC, Agility PR Solutions LLC, and Innodata Services, LLC as borrowers, and Wells Fargo Bank, National Association, as lender. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 24, 2026 | INNODATA INC. | |
| By: | /s/ Marissa B. Espineli | |
| Name: | Marissa B. Espineli | |
| Title: | Interim Chief Financial Officer | |