FORM 3
| Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Estimated average burden hours per response... 0.5 |
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| 1. Name and Address of Reporting Person * Singhal Rahul |
2. Date of Event Requiring Statement (MM/DD/YYYY)
| 3. Issuer Name and Ticker or Trading Symbol INNODATA INC [INOD] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) President and CRO / | ||
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Beneficially Owned | |||
| 1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 95,000 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
| 1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 10/6/2032 | Common Stock | 26,667 | $3.41 | D | |
| Stock Option (Right to Buy) | (3) | 12/19/2034 | Common Stock | 80,000 | $43.01 | D | |
| Remarks: Exhibit List: EX-24 Power of Attorney for Rahul Singhal |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Singhal Rahul C/O INNODATA INC. 55 CHALLENGER ROAD RIDGEFIELD PARK, NJ 07660 | President and CRO | ||||
| Signatures | ||
| /s/ Amy Agress, Attorney-in-fact for Rahul Singhal | 11/13/2025 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints Amy R. Agress, signing singly, the undersigned's true and lawful attorney-in-fact to:
| (1) | Prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the United States Securities and Exchange Commission (the “SEC”); |
| (2) | execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Innodata Inc. (the “Company”), Forms ID, 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; |
| (3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; |
| (4) | take such actions as may be necessary or appropriate to enable the undersigned to submit and file forms, schedules and other documents with the SEC utilizing the SEC’s Electronic Data Gathering and Retrieval (“EDGAR”) system, which actions may include (a) enrolling the undersigned in EDGAR Next and (b) preparing, executing and submitting to the SEC a Form ID, amendments thereto, and such other documents and information as may be necessary or appropriate to obtain codes and passwords enabling the undersigned to make filings and submissions utilizing the EDGAR system; |
| (5) | act as an account administrator for the undersigned’s EDGAR account, including: (a) appointing, removing and replacing account administrators, account users, technical administrators and delegated entities; (b) maintaining the security of the undersigned’s EDGAR account, including modification of access codes; (c) maintaining, modifying and certifying the accuracy of information on the undersigned’s EDGAR account dashboard; (d) acting as the EDGAR point of contact with respect to the undersigned’s EDGAR account; and (e) any other actions contemplated by Rule 10 of Regulation S-T with respect to account administrators; |
| (6) | cause the Company to accept a delegation of authority from any of the undersigned’s EDGAR account administrators and, pursuant to that delegation, authorize the Company’s EDGAR account administrators to appoint, remove or replace users for the undersigned’s EDGAR account; and |
| (7) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. |
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 5th day of November 2025.
| /s/ Rahul Singhal | |
| Signature | |
| Name: Rahul Singhal |