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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): November 4, 2025

 

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

 

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 INOD 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 November 4, 2025 Mr. Nauman (Nick) Toor provided notice of his resignation as Chairman and member of the Board of Directors of Innodata Inc. (the “Company”), including from his position as a member of the Compensation Committee, Audit Committee, and Nominating Committee of the Board, effective as of November 6, 2025 (the “Effective Date”). Mr. Toor’s decision to resign from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On November 5, 2025 the Board of Directors of the Company elected Mr. Daniel H. (Don) Callahan and General (Retired) Richard Clarke to serve as independent directors of the Company as of the Effective Date. The appointment of Mr. Callahan and General (Retired) Clarke as members of the Board fills the vacancy created by Mr. Toor’s decision to resign as a director of the Board.

 

In accordance with the Company’s compensation policies for non-employee directors, Mr. Callahan and General (Retired) Clarke will be compensated at the rate of $75,000 per annum, paid in equal monthly installments, and will also receive a grant, pursuant to the Company’s 2021 Equity Compensation Plan, in accordance with the policy regarding non-employee director equity awards adopted by the compensation committee, prorated based on their appointment date.  The grant will be determined and administered by the Company’s management. The Company also reimburses its independent directors for travel expenses and other out-of-pocket expenses associated with attending in-person board meetings.

 

There is no arrangement or understanding between Mr. Callahan and any other persons pursuant to which Mr. Callahan was appointed as director of the Company. There are no family relationships between Mr. Callahan and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed.

 

There is no arrangement or understanding between General (Retired) Clarke and any other persons pursuant to which General (Retired) Clarke was appointed as director of the Company. There are no family relationships between General (Retired) Clarke and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed.

 

The Board has determined that Mr. Callahan and General (Retired) Clarke are “independent” in accordance with the applicable rules of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market. In addition, the Board also elected Mr. Callahan to serve as a member of the Board’s Audit and Compensation Committees, and General (Retired) Clarke to serve as a member of the Board’s Nominating Committee.

 

In addition, each of Mr. Callahan and General (Retired) Clarke and the Company entered into a customary indemnification agreement, a form of which has been previously filed with the SEC on February 23, 2022.

 

As of the Effective Date, Mr. Jack S. Abuhoff will serve as Chairman of the Board and Mr. Stewart R. Massey will serve as the Lead Independent Director of the Board.

 

On November 6, 2025, the Company and Mr. Abuhoff, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to the employment agreement, as amended, between the Company and Mr. Abuhoff, effective as of February 1, 2009 (the “Amended Employment Agreement”), in order to enable the appointment of Mr. Rahul Singhal as President of the Company, as recommended by Mr. Abuhoff. The Amendment (i) provides that Mr. Abuhoff will cease to serve as the Company’s President as of the Effective Date, and will continue to serve as the Company’s Chief Executive Officer, and (ii) adds a provision stating that all references to “Chief Executive Officer and President” in the Amended Employment Agreement are deleted and replaced with references to “Chief Executive Officer” as of the Effective Date.

 

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

 

 


 

On November 5, 2025 the Board of Directors of the Company appointed Rahul Singhal as the Company’s President and Chief Revenue Officer as of the Effective Date. Mr. Singhal, age 51, is currently the Company’s Chief Product Officer and Chief Revenue Officer, positions he held since January 2019 and January 2022, respectively. The Company expects to enter into an employment agreement with Mr. Singhal in connection his appointment.

 

In addition, Mr. Singhal and the Company entered into a customary indemnification agreement, a form of which has been previously filed with the SEC on February 23, 2022.

 

Mr. Singhal has a Bachelors of Engineering in mechanical engineering from the College of Engineering, Pune (1995) and a Masters in Business Administration from McGill University (2000).

 

There is no arrangement or understanding between Mr. Singhal and any other persons pursuant to which Mr. Singhal was appointed as President of the Company. There are no family relationships between Mr. Singhal and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”), and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed.

 

The full text of the press release announcing the Company’s leadership update is attached herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

See Exhibit Index below.

 

Exhibit Index

 

Exhibit No. Description
     
10.1   Amendment Number 2 to Employment Agreement, by and between Innodata Inc. and Jack Abuhoff, as amended, effective as of February 1, 2009.
99.1   Press Release dated November 6, 2025.
104   Cover Page Interactive Data File (formatted in iXBRL)

 

 


 

SIGNATURE

 

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: November 7, 2025 By: /s/ Amy R. Agress
    Amy R. Agress
    Senior Vice President and General Counsel

  

 

 

EX-10.1 2 tm2530546d1_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

Amendment Number 2

  

THIS AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT (“Amendment Number 2”) effective as of November 6, 2025 (the “Effective Date”), is by and between INNODATA INC., a Delaware corporation (the “Company”), and JACK S. ABUHOFF (the “Executive”).

 

WHEREAS, the Company and the Employee are parties to that certain Employment Agreement effective as of February 1, 2009, as amended by that certain Amendment Number 1 to Employment Agreement effective as of July 11, 2011 (the “Employment Agreement”);

 

WHEREAS, Paragraph 14(c) of the Employment Agreement provides that the Employment Agreement may be amended by written agreement of both parties thereto; and

 

WHEREAS, the Company and the Executive are mutually desirous to enter into this Amendment Number 2 to amend certain terms of the Employment Agreement whereby the Executive shall resign as President of the Company, but otherwise remain the Company’s Chief Executive officer;

 

NOW, THEREFORE, the Company and the Executive hereby consent and agree to amend the Employment Agreement, in accordance with the relevant terms and provisions thereof, as follows:

 

1. Paragraph 2 of the Employment Agreement is hereby amended to read in its entirety as follows:

 

“Throughout the Term, the Executive shall have such duties and authorities as shall be consistent with his position as Chief Executive Officer of the Company, as may be reasonably assigned to him from time to time by the Board of Directors of the Company (the “Board”), and he shall report solely and directly to the Board. At all times during the Term, the Executive shall be the most senior executive officer of the Company.”

 

2. All references to “President and Chief Executive Officer” are hereby deleted and replaced with references to “Chief Executive Officer”.

 

Except as expressly modified by this Amendment Number 2, all other terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect. In the event of any inconsistency between the terms and conditions of this Amendment Number 2 and the terms and conditions of the Employment Agreement, the terms and conditions of this Amendment Number 2 will govern and control.

 

[Signature Page Follows]

 

 

 


 

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement on the date indicated below.

 

 

Innodata Inc.  
      
By: /s/ Amy R. Agress  
Name: Amy Agress  
Title SVP and General Counsel  
Date November 6, 2025  
     

 

Jack S. Abuhoff  
     
By: /s/ Jack S. Abuhoff  
Date November 6, 2025  

 

 

 

 

EX-99.1 3 tm2530546d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Innodata Announces New Leadership Appointments to Support Next Phase of Growth

 

Rahul Singhal Appointed President and Chief Revenue Officer

Daniel H. (Don) Callahan and General (Retired) Richard D. Clarke Appointed to Board

Jack Abuhoff Appointed Chairman

Stewart Massey Appointed Lead Independent Director

 

NEW YORK, November 6, 2025 – Innodata Inc. (Nasdaq: INOD), a global data-engineering company, today announced executive management and Board appointments to support the Company’s rapid growth and continued global expansion in generative AI solutions and platforms.

 

Rahul Singhal Appointed President and Chief Revenue Officer

 

Rahul Singhal, formerly Innodata’s Chief Product Officer and Chief Revenue Officer, has been promoted to President and Chief Revenue Officer. In his expanded role, Singhal will define the Company’s overall product strategy, product roadmap, and go-to-market execution across the Company’s AI, data engineering, and digital transformation businesses.

 

“Rahul has been instrumental in shaping our strategy for sustained growth and deepening our relationships with some of the world’s most innovative companies,” said Jack Abuhoff, Chief Executive Officer. “As President and CRO, he will be at the center of our growth engine as we strive to continue delivering exceptional value to our clients and shareholders.”

 

“It’s an honor to take on this expanded role at such a transformative time for Innodata,” said Singhal. “We’re working to expand customer engagements and develop new customer relationships as we innovate our offerings to serve our markets at their highest points of need. I’m excited to help drive our mission forward as I see extraordinary opportunity in front of us.”

 

Board Strengthened with Seasoned Leaders from Enterprise and National Security

Innodata also announced the appointment of Daniel H. (Don) Callahan, a veteran technology and operations executive, and General (Retired) Richard D. Clarke, former Commander of U.S. Special Operations Command (“USSOCOM”), to its Board of Directors.

 

Callahan brings more than 40 years of leadership experience across Citigroup, Morgan Stanley, and IBM and currently serves as Executive Partner at Bridge Growth Partners. Clarke, a retired four-star U.S. Army general, led USSOCOM’s 75,000-person global force and now serves on the board of General Dynamics (NYSE:GD) and as a trustee at MITRE.

 

“Don and Rich each bring world-class expertise in technology innovation and global operations, along with deep connections across Silicon Valley and Washington,” said Abuhoff. “Their perspectives will be invaluable as Innodata executes it mission to lead in generative AI solutions.”

 

 


 

Governance Updates

 

In connection with these changes, the Board appointed CEO Jack Abuhoff as Chairman and Stewart Massey, a director since 2009, as Lead Independent Director. Nauman (Nick) Toor, who has served on the Board since 2019, has stepped down to devote his time to a new opportunity. Innodata’s Board now is comprised of five directors, four of whom are independent.

 

Toor said, “It has been an absolute honor and privilege to chair the board of Innodata as it has grown from a sub $50M microcap to a multibillion-dollar world class enterprise under the brilliant and relentless leadership of Jack Abuhoff and his fantastic executive team. In my view, Innodata is on solid footing with a bright future ahead, supported by a strong team ready to pursue the opportunities before it.”

 

Abuhoff said, "I also want to take this opportunity to thank Nick for his board service these past five years. While we are sorry to see Nick go, we wish him well in his new venture."

 

Third Quarter 2025 Results

 

Innodata today will report results for the third quarter ended September 30, 2025. The release will be available in both the News and Investor Relations sections of www.innodata.com. Innodata will hold an investor conference call at 5:00 PM Eastern Time today.

 

About Rahul Singhal

 

Rahul Singhal previously served as Innodata’s Chief Product Officer and Chief Revenue Officer, positions he has held since January 2019 and January 2022, respectively. In these roles he was responsible for defining Innodata’s overall product strategy, product roadmap and go-to-market execution across its AI, data engineering, and digital transformation businesses. Prior to joining Innodata in 2019, Singhal spent more than a decade at IBM, where he held a series of leadership roles of increasing responsibility, culminating in his position as Program Director for IBM Watson Platform APIs. Following his tenure at IBM, he served as Chief Product Officer at Equals3.AI, an AI-powered knowledge management platform. Singhal also served as an Adjunct Professor in New York City, teaching courses in competitive strategy and experimental design. He has a bachelors of engineering in mechanical engineering from the College of Engineering, Pune (1995) and a MBA from McGill University (2000).

 

About Daniel H. (Don) Callahan

 

Don Callahan brings decades of experience in technology and financial services leadership and currently serves as Executive Partner at Bridge Growth Partners, a technology investment firm. He is also Chief Executive Officer of Callahan Advisors, LLC, where he advises global companies on digital transformation and technology startups on differentiated growth strategies. He was the former Non-Executive Chairman of TIME, where he led its comprehensive digital transformation. From 2007 until his retirement in 2018, Callahan served as Citigroup’s Chief Administrative Officer and Global Head of Operations, Technology and Shared Services, overseeing businesses and services across more than 100 countries, a multi-billion-dollar budget, and the bank’s cybersecurity initiatives. Prior to Citigroup, he held senior executive positions at Morgan Stanley and Credit Suisse, and IBM.

 

He currently serves on the Boards of Directors of Scotiabank and WEX Inc. as well as the boards of Columbia University’s Teachers College and several private companies. He has a bachelor’s degree in history from Manhattanville College, where he serves as Trustee Chair Emeritus. 

 

 


 

About Richard Clarke

 

Rich Clarke is a retired four-star U.S. Army general who served nearly four decades leading complex and diverse organizations at every level, including more than 15 years internationally with more than 12 combat deployments to Iraq and Afghanistan. Prior to his retirement in 2022, he served as the commander of the United States Special Operations Command (USSOCOM or SOCOM), where he led a joint force of over 75,000 military members with an annual operating budget of more than $13 billion. Prior to assuming command of USSOCOM, he served as Director for Strategic Plans and Policy (J5), Joint Staff, the Pentagon, Arlington, Virginia. His major awards include the Defense Distinguished Service Medal, two Army Distinguished Service Medals, three Defense Superior Service Medals, two Legion of Merit awards, and five Bronze Stars.

 

He is currently on the Board of Directors at General Dynamics and a trustee at MITRE. He has a bachelor’s degree from the U.S. Military Academy at West Point and an MBA from Benedictine College.

 

About Innodata

 

Innodata (Nasdaq: INOD) is a global data engineering company. We believe that data and Artificial Intelligence (AI) are inextricably linked. That's why we're on a mission to help the world's leading technology companies and enterprises drive Generative AI / AI innovation. We provide a range of transferable solutions, platforms, and services for Generative AI / AI builders and adopters. In every relationship, we honor our 35+ year legacy delivering the highest quality data and outstanding outcomes for our customers.

 

Visit www.innodata.com to learn more.

 

Forward-Looking Statements

 

This press release may contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements include, without limitation, statements concerning our operations, economic performance, financial condition, developmental program expansion and position in the generative AI services market. Words such as "project," "forecast," "believe," "expect," "can," "continue," "could," "intend," "may," "should," "will," "anticipate," "indicate," "guide," "predict," "likely," "estimate," "plan," "potential," "possible," "promises," or the negatives thereof, and other similar expressions generally identify forward-looking statements.

 

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, impacts resulting from ongoing geopolitical conflicts; investments in large language models; that contracts may be terminated by customers; projected or committed volumes of work may not materialize; pipeline opportunities and customer discussions which may not materialize into work or expected volumes of work; the likelihood of continued development of the markets, particularly new and emerging markets, that our services support; the ability and willingness of our customers and prospective customers to execute business plans that give rise to requirements for our services; continuing reliance on project-based work in the Digital Data Solutions ("DDS") segment and the primarily at-will nature of such contracts and the ability of these customers to reduce, delay or cancel projects; potential inability to replace projects that are completed, canceled or reduced; our DDS segment's revenue concentration in a limited number of customers; our dependency on content providers in our Agility segment; our ability to achieve revenue and growth targets; difficulty in integrating and deriving synergies from acquisitions, joint ventures 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; a continued downturn in or depressed market conditions; changes in external market factors; the potential effects of U.S. global trading and monetary policy, including the interest rate policies of the Federal Reserve; changes in our business or growth strategy; the emergence of new, or growth in existing 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, customer, 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 ("SEC").

 

 


 

Our actual results could differ materially from the results referred to in any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, 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 SEC on February 24, 2025, and in our other filings that we may make with the SEC. In light of these risks and uncertainties, there can be no assurance that the results referred to in any forward-looking statements will occur, and you should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof.

 

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 U.S. federal securities laws.

 

Company Contact

 

Aneesh Pendharkar

investor@innodata.com

(201) 371-8000