8-K

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): October 2, 2020

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
incorporation)		Identification No.)

55 Challenger Road	07660
Ridgefield Park, NJ	(Zip Code)
(Address of principal executive offices)

  Registrant's telephone number, including area code (201) 371-8000

  (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:

¨ 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
Common Stock, $0.01 par value	INOD	The Nasdaq Stock Market LLC
Preferred Stock Purchase Right		The Nasdaq Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2, 2020, Innodata Inc. (the “Company”) appointed Mr. Mark Spelker as the Company’s Executive Vice President, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. Mr. Spelker will replace Mr. Robert O’Connor, who has been serving as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company, effective immediately. The Company’s leadership transition is the result of ongoing strategic initiatives. The Company thanks Mr. O’Connor for his services to the Company.

Prior to joining the Company, Mr. Spelker was an audit and technical consulting partner at CohnReznick LLP (“CohnReznick”), a position he held since 2000, and he also served as the National Director of SEC Services for CohnReznick, a position he held since 2012. CohnRenzick is a leading accounting, tax and business advisory firm. Since 2017, Mr. Spelker has also been a part-time lecturer in Accounting at Rutgers University. Mr. Spelker holds a B.S degree in Accounting from Villanova University (1982), and is a Certified Public Accountant. Mr. Spelker is 60 years old.

CohnReznick served as the Company’s auditors from September 2008 through August 2020, when the Company elected to appoint BDO India LLP as the Company’s auditors and to dismiss CohnReznick. Mr. Spelker served as engagement partner on the Company’s account for two rotations during the period CohnReznick was engaged by the Company. During fiscal year 2020, the Company paid approximately $143,359 to CohnReznick for its 2020 audit services.

There are no family relationships between Mr. Spelker and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Mr. Spelker was not appointed pursuant to any arrangement or understanding between Mr. Spelker and any other person.

On October 2, 2020, the Company and Mr. Spelker entered into an Offer of Employment (the “Employment Agreement”) which provides for Mr. Spelker’s part-time, at-will employment with the Company. The Employment Agreement provides for an annual base salary of $100,000 for approximately four weeks of services per quarter, plus an additional eight weeks of services per annum, which may be increased if mutually agreed upon by the Company and Mr. Spelker, at a rate of $6,250 per week (or pro-rata portion thereof). Mr. Spelker will report directly to Mr. Abuhoff and work out of the Company’s Ridgefield Park, New Jersey headquarters. As a part-time employee, Mr. Spelker will not be eligible for health insurance benefits, vacation or other benefits to which the Company’s full-time employees are entitled. Furthermore, the Employment Agreement contains a customary non-competition and non-solicitation provision during Mr. Spelker’s employment with the Company and for 12 months thereafter. Additionally, contemporaneous with the Employment Agreement, the Company and Mr. Spelker entered into an agreement containing customary confidentiality, non-solicitation and invention assignment provisions, which apply during and after Mr. Spelker’s employment with the Company.

On October 2, 2020, the Company and Mr. O’Connor entered into a Separation Agreement and General Release (the “Separation Agreement”). Pursuant to the Separation Agreement, in consideration for a general release and other obligations, Mr. O’Connor will receive $25,000 in severance payable over a three-month period.

The foregoing summaries of the Employment Agreement and Separation Agreement are qualified in their entirety by reference to the complete text of the Employment Agreement and the Separation Agreement, respectively, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

A copy of the press release announcing Mr. Spelker’s appointment has been furnished as Exhibit 99.1 to this Current Report on Form 8-K. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index

Exhibit No.	Description
10.1	Offer of Employment, effective October 2, 2020, between Innodata Inc. and Mr. Mark Spelker.
10.2	Separation Agreement and General Release between Innodata Inc. and Mr. Robert O’Connor.
99.1	Press Release of Innodata Inc. dated October 8, 2020

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 thereunto duly authorized.

	INNODATA INC.
Date:  October 8, 2020	By:	/s/ Amy R. Agress
		Amy R. Agress
		Senior Vice President and General Counsel

EX-10.1

Exhibit 10.1

Innodata Inc. 55 Challenger Road - Suite 202 Ridgefield Park, NJ 07660

September 30, 2020

Via Email

Mark Spelker

Dear Mark:

Congratulations on your decision to join Innodata. I am confident that you will be instrumental in helping us drive results that matter for our company, our clients and our shareholders.

You will be employed by Innodata Inc. (the “Company”) as Chief Financial Officer and Executive Vice President. You will also serve as the Company’s Principal Financial Officer and Principal Accounting Officer. In this position you will be responsible for overseeing the financial reporting for the Company and executing various strategic efforts.

The purpose of this letter (the “Offer of Employment”) is to set forth the general terms of our employment offer to you. Please bear in mind that this Offer of Employment does not constitute an employment contract.

1) Part Time Employment. The Company will employ you in a part-time capacity. You agree to provide the Company with base services of approximately four weeks of services per quarter. In addition, you agree to provide the Company, and the Company agrees to obtain from you, an additional eight weeks (or more, if mutually agreeable) per calendar year of additional services.

2) Salary. Your part-time base salary shall be $100,000 per annum. Weeks of additional services shall be compensated at $6,250 per week (or pro rata portion thereof). Your salary will be paid along with regularly scheduled payroll.

3) Reporting. You will report directly to Jack Abuhoff, Chief Executive Officer of the Company.

4) Office Location. You will be based out of the Company’s Ridgefield Park, New Jersey headquarters. Your position will necessitate occasional travel to the Company’s global facilities (including a minimum of one visit per year to the Company’s Manila office for planning sessions with accounting team and auditor visit). You shall be permitted to work from your home office when appropriate.

5) Employment Commencement. Your employment commencement date shall be October 2, 2020.

6) Benefits. You agree to adhere to our “Personnel Handbook for U.S. Based Employees (a copy of which is contained herewith). As a part-time employee you will not be eligible for health insurance benefits, vacation or other benefits to which our full-time employees are entitled.

7) Confidentiality Agreement. You agree to sign the Company’s “Agreement Concerning Confidentiality and Non-Disclosure” (the “CNDA”) contemporaneously with the commencement of employment (a copy of which is contained herewith). In the event of a direct conflict between the terms of the CNDA and the terms of this Offer of Employment, the terms of this Offer of Employment will govern and control.

Mark Spelker

Page 2 of 3

8) Other Activities. While you render services to the Company, you also will not assist any person or organization in competing with the Company, in preparing to compete with the Company, or in hiring any employees of the Company. Additionally, you agree that for twelve (12) months after you leave the Company (whether voluntarily or involuntarily), you will not anywhere in the world directly or indirectly compete with the Company or be employed by: (i) any person or entity in a division or other department which then competes with the Company to any material extent, or (ii) any person or entity the major business of which is competitive with the Company, nor will you directly or indirectly own any interest in any such person or entity or render to it any consulting, brokerage, contracting, or other services. The foregoing shall not prohibit you from owning not in excess of 2% of the outstanding stock of any company that is a reporting company under the Securities Act of 1934. You also agree that for twelve (12) months after you leave the Company (whether voluntarily or involuntarily), you will not, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate any customers or clients of the Company who are customers or clients of the Company at the time of the termination of your employment with the Company, or who were customers or clients of the Company during the prior twelve (12) month period, for purposes of offering to such customers or clients of the Company products or services which are directly competitive to the products and services offered by the Company as of the date of your termination or resignation from employment with the Company for any reason. You shall be permitted to perform other part-time assignments, provided no such assignment shall contravene the foregoing or prevent or impede you from fulfilling your obligations hereunder.

9) Inconsistent Obligations. By signing this Offer of Employment, you represent and warrant to the Company that (i) you are under no contractual commitments inconsistent with your obligations to the Company; (ii) you will not, during the period of your employment with the Company, use any confidential or proprietary information of any third party whatsoever, including, without limitation that of any previous employer; (iii) you will adhere to any legally binding contractual obligations that survive the termination of your previous employment, including, without limitation, those relating to confidentiality and non-solicitation.

10) Period of Employment. Notwithstanding anything to the contrary contained herein, you shall be and remain an employee at will, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations, which may have been made to you, are superseded by this Offer of Employment. This is the full and complete agreement between you and the Company on this term. The “at will” nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company. Nothing contained herein shall be deemed to constitute or create an employment agreement.

11) Withholding Taxes. All forms of compensation referred to in this Offer of Employment are subject to reduction to reflect applicable withholding and payroll taxes.

12) Amendment and Governing Law. This Offer of Employment may not be amended or modified except by an express written agreement signed by you and the Chief Executive Officer of the Company. The terms of this Offer of Employment and the resolution of any disputes will be governed by New Jersey law.

13) Entire Agreement. This Offer of Employment supersedes any prior understandings or agreements, whether oral or written, between you and the Company.

14) Conditional Offer. Please note that as required by law, the Offer of Employment, and your employment with the Company, is contingent upon your providing legal proof of your identify and authorization to work in the United States.

Mark Spelker

Page 3 of 3

We hope that you find the foregoing terms acceptable. In order to indicate your agreement with these terms and acceptance of this Offer of Employment you should sign and date both a copy of this letter and the enclosed Confidentiality and Non-Disclosure agreement and return them to Marcia Novero, Director of Human Resources.

Once again, congratulations on your decision to join Innodata. We look forward to your active engagement on our team. If you have any questions or need additional information, please call Marcia at (201) 371-8015.

Welcome to Innodata.

Very truly yours,

/s/ Jack Abuhoff

Jack S. Abuhoff

Chief Executive Officer

Enclosures

I hereby acknowledge that I have read and understood the terms of this Offer of Employment and hereby accept employment under the terms outlined above.

/s/ Mark Spelker	10/2/2020
Signature	Date

EX-10.2

Exhibit 10.2 

SEPARATION AGREEMENT AND GENERAL RELEASE

Innodata Inc. (“Innodata”) and Robert O’Connor (together with his heirs, executors, administrators, successors, and assigns collectively referred to throughout this Separation Agreement and General Release as “Employee”) (and Innodata and Employee together known herein as the “Parties”), agree that:

1.       Last Day of Employment. Employee’s last day of employment with Innodata was October 2, 2020 (“Separation Date”).

2.       Consideration. In consideration for signing and not revoking this Separation Agreement and General Release (“Agreement”), and complying with its terms, Innodata agrees:

(a)     to pay Employee three (3) months of base salary at Employee’s normal rate of pay of $8,333.33/ month, less lawful deductions, payable as follows: $4,166.67, less lawful deductions, payable on the first through sixth regularly scheduled payroll dates commencing with the first regularly scheduled payroll date occurring at least fifteen (15) days after Innodata’s receipt of the executed Agreement. Innodata’s current payroll cycle is twice per month: on or about the 15^th and 30^th of each month.

3.       No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies specified in paragraph “2” above, except for Employee’s execution of this Agreement and Employee’s fulfillment of the promises contained herein that apply to Employee.

4.       General Release, Claims Not Released and Related Provisions

a.       General Release of All Claims. Employee knowingly and voluntarily releases and forever discharges Innodata, its affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former partners, affiliates, members, owners, agents, officers, directors, employees, attorneys thereof, both individually and in their corporate capacities, and their employee benefit plans, programs and arrangements and their administrators, functionaries and fiduciaries (collectively referred to throughout the remainder of this Separation Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including but not limited to, arising out of or related to Employee’s employment or the termination of Employee’s employment with Innodata, including, but not limited to, any alleged violation of: Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act of 1974 (“ERISA”) (as modified below); The Immigration Reform and Control Act; The Americans with Disabilities Act of 1990; The Age Discrimination in Employment Act of 1967 (“ADEA”); The Family and Medical Leave Act; The Equal Pay Act; The Workers Adjustment and Retraining Notification Act; The Occupational Safety and Health Act; The Fair Credit Reporting Act; The Genetic Information Nondiscrimination Act of 2008; Sarbanes-Oxley Act of 2002; New Jersey Law Against Discrimination; New Jersey Civil Rights Act; New Jersey State Wage and Hour Law; New Jersey Genetic Privacy Act; New Jersey Smokers’ Rights Law; New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim; New Jersey Family Leave Act; New Jersey Equal Pay Act;   Millville Dallas Airmotive Plant Job Loss Notification Act; New Jersey Conscientious Employee Protection Act (Whistleblower Protection); The New Jersey Public Employees’ Occupational Safety and Health Act; New Jersey Fair Credit Reporting Act; New Jersey laws regarding Political Activities of Employees, Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination;; any other federal, state or local law, rule, regulation, or ordinance; any public policy, contract, tort, or common law; or any basis for recovering costs, fees, or other expenses including attorneys’ fees incurred in these matters.

b.       Claims Not Released. Employee is not waiving any rights he may have to: (a) his own vested accrued employee benefits under Innodata’s health, welfare, or retirement benefit plans as of the Separation Date, if any; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement.

c.       Governmental Agencies. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state or local government agency, nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies.

d.      Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Innodata or any other Releasee identified in this Agreement is a party.

5.       Acknowledgments and Affirmations.

Employee affirms that Employee has not filed, caused to be filed, and is not presently a party to, any claim, charge, action or other legal proceeding against Releasees in any forum or form as of the date of execution of this Agreement.

Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this Agreement. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.

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Employee further affirms that Employee has no known workplace injuries or occupational diseases.

Employee affirms that Employee has returned all of Innodata’s property, documents, and/or confidential information in Employee’s possession or control. Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at Innodata’s premises and that Innodata is not in possession of any of Employee’s property. Employee affirms that Employee has not divulged any proprietary or confidential information of Innodata, its affiliates, subsidiaries or clients and will continue to maintain the confidentiality of such information consistent with Innodata’s policies and Employee’s agreement(s) with Innodata and/or common law. Employee further affirms that Employee has provided Innodata with a list of all user names and passwords used by Employee in connection with Employee performing services for Innodata.

Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Innodata, its officers, or any other Releasee identified in this Agreement, including any allegations of corporate fraud.

Employee affirms that all of Innodata’s decisions regarding Employee's pay and benefits through the Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.

6.       Non-Disparagement. Employee agrees not to maliciously defame, disparage, or demean Innodata, its affiliates, subsidiaries and their respective current and former officers, directors and members, to the fullest extent permitted by applicable law, provided that nothing contained herein shall prevent Employee from providing truthful information about Innodata in connection with any legal proceeding or to the extent compelled to do so by law.

7.       Limited Disclosure. Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state or local government agency.

8.       Non-Admission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

9      Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the state in which Employee worked at the time of Employee’s Separation Date without regard to its conflict of laws provisions. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

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10.       Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.

11.      Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for the Agreement Concerning Confidentiality and Non-Disclosure Employee previously executed (the “CNDA”) and paragraph 8 of the offer of employment between the Employee and Innodata dated April 12, 2019 (the “Offer Letter”), which is incorporated herein by reference. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement. By signing this Agreement, Employee reaffirms his continuing obligations under the CNDA and the Offer Letter, including, without limitation, Employee’s obligations of non-solicitation of Innodata customers and employees, and Employee’s obligations of confidentiality and non-disclosure.

EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.

EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO MARCIA NOVERO, DIRECTOR OF HUMAN RESOURCES AT INNODATA INC., 55 CHALLENGER ROAD, SUITE 202, RIDGEFIELD PARK, NEW JERSEY 07660, AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT." THE REVOCATION MUST BE PERSONALLY DELIVERED TO MARCIA NOVERO, OR TO HER DESIGNEE, OR BE MAILED TO INNODATA INC. 55 CHALLENGER ROAD, SUITE 202, RIDGEFIELD PARK, NEW JERSEY 07660 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. IF THE LAST DAY OF THE REVOCATION PERIOD IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY RECOGNIZED IN THE STATE IN WHICH EMPLOYEE LAST WORKED, THEN THE REVOCATION PERIOD SHALL NOT EXPIRE UNTIL THE NEXT FOLLOWING DAY THAT IS NOT A SATURDAY, SUNDAY OR LEGAL HOLIDAY. 

EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.

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The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:

Employee		Innodata Inc.
By:	/s/ Robert O’Connor	By:	/s/ Marcia Novero
	Robert O’Connor		Marcia Novero
			Director of Human Resources
Date:	10/2/20	Date:	10/2/20

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EX-99.1

Exhibit 99.1

Innodata Announces Appointment of Mark Spelker as CFO

NEW YORK – October 8, 2020 – INNODATA INC. (NASDAQ: INOD) today announced that Mark Spelker has been appointed as its Executive Vice President, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer.

Spelker retired recently from CohnReznick LLP, a leading accounting, tax and business advisory firm, where he served as an audit and technical consulting partner for 20 years and its National Director of SEC Services for eight years. CohnReznick previously served as Innodata’s auditor for approximately 12 years beginning September 2008, with Spelker serving as Innodata’s engagement partner for two rotations.

Jack Abuhoff, CEO, said, “I am pleased to welcome Mark to our leadership team. Mark’s extensive experience working with a broad range of public companies and his in-depth knowledge of our business makes him distinctively qualified to help us position Innodata for the future.”

“I can’t imagine a more exciting time to join Innodata,” Spelker said. “Innodata has a compelling opportunity to put its unique strengths to work for a burgeoning market embracing AI and machine learning. I look forward to supporting the team in translating this market opportunity to shareholder value.”

Mr. Spelker will replace Mr. Robert O’Connor who has been serving as Innodata’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. Innodata wishes Mr. O’Connor well in his future endeavors and thanks him for his services to the Company.

About Innodata

Innodata (NASDAQ: INOD) is a leading data engineering company. Prestigious companies across the globe turn to Innodata for help with their biggest data challenges. By combining advanced machine learning and artificial intelligence (ML/AI) technologies, a global workforce of over 3,000 subject matter experts, and a high-security infrastructure, we’re helping usher in the promise of digital data and ubiquitous AI.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Words such as “project,” “believe,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “should,” “will,” “anticipate,” “indicate,” “forecast,” “predict,” “likely,” “goals,” “optimistic,” “estimate,” “plan,” “potential,” or the negatives thereof and other similar expressions generally identify forward-looking statements, which speak only as of the date hereof.

These forward-looking statements are based on management’s current expectations, assumptions and estimates and are subject to a number of risks and uncertainties, including without limitation, the expected or potential effect of the novel coronavirus (COVID-19) pandemic and the responses of governments, the general global population, our customers, and the Company thereto; that contracts may be terminated by clients; projected or committed volumes of work may not materialize; continuing Digital Data Solutions segment reliance on project-based work and the primarily at-will nature of such contracts and the ability of these clients to reduce, delay or cancel projects; the likelihood of continued development of the markets, particularly new and emerging markets, that our services support; continuing Digital Data Solutions segment revenue concentration in a limited number of clients; potential inability to replace projects that are completed, canceled or reduced; our dependency on content providers in our Agility segment; difficulty in integrating and deriving synergies from acquisitions, joint venture and strategic investments; potential undiscovered liabilities of companies and businesses that we may acquire; potential impairment of the carrying value of goodwill and other acquired intangible assets of companies and businesses that we acquire; changes in our business or growth strategy; a continued downturn in or depressed market conditions, whether as a result of the COVID-19 pandemic or otherwise; changes in external market factors; the ability and willingness of our clients and prospective clients to execute business plans that give rise to requirements for our services; changes in our business or growth strategy; the emergence of new or growing competitors; various other competitive and technological factors; our use of and reliance on information technology systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, client, employee or Company information, or service interruptions; and other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

Our actual results could differ materially from the results referred to in forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, uncertainty around the COVID-19 pandemic and the effects of the global response thereto and the risks discussed in Part I, Item 1A. “Risk Factors,” Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other parts of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2020, or as updated or amended by our other filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements will occur, and you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or review any guidance or other forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the Federal securities laws.

Company Contact

Suzanne Srsich

Innodata Inc.

ssrsich@innodata.com

(201) 371-8033