UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On August 5, 2024 (the “Effective Date”), Innodata Inc. (the “Company”) entered into a second 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 $30.0 million (the “Maximum Credit”), and provides that a Borrower may request an increase to the Revolving Credit Facility’s Maximum Credit of up to, but not to exceed $50.0 million, subject to the approval of the Lender.
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) the lesser of (a) 80% of eligible accounts that are unbilled accounts and (b) 30% of all eligible accounts, plus (iii) the lesser of (a) 85% of eligible foreign accounts, (b) 20% of all eligible accounts and (c) $4.0 million, minus (iv) certain other reserves and adjustments. As of June 30, 2024, such borrowing base calculation would equal approximately $12.4 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 such document, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Second Amendment to the Credit Agreement, dated as of August 5, 2024, 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: August 8, 2024 | INNODATA INC. | |
| By: | /s/ Marissa B. Espineli | |
| Name: | Marissa B. Espineli | |
| Title: | Interim Chief Financial Officer | |