{"url_path":"/sec/inuv/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into Material Definitive Agreements.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/829323/0001654954-26-006459-index.html","accession_number":"0001654954-26-006459","cik":"0000829323","ticker":"INUV","issuer_name":"Inuvo, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/829323/0001654954-26-006459-index.html","primary_entity_key":"0000829323","primary_entity_name":"Inuvo, Inc."},"word_count":996,"has_tables":true,"body_markdown":"**Item 1.01 Entry into Material Definitive Agreements.**\n\n \n\n*Note Purchase Agreement*\n\n \n\nThe information provided in Item 2.03 is hereby incorporated by reference.\n\n \n\n*Securities Purchase Agreement*\n\n \n\nOn June 30, 2026, Inuvo, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to such investor in a registered direct offering an aggregate of 1,631,121 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at a purchase price of $1.00 per share, and in lieu of shares of common stock to the Investor that so chose, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,337,693 shares of Common Stock (the “Pre-Funded Warrant Shares,” and together the Shares and the Pre-Funded Warrants, the “Registered Securities”), at an offering price of $0.9990 per Pre-Funded Warrant to purchase one Pre-Funded Warrant Share.\n\n \n\nPursuant to the Purchase Agreement, the Company also agreed to issue and sell to such Investor, in a concurrent private placement, (1) Class A Common Stock Purchase Warrants (the “Class A Warrants”) to purchase up to 2,968,814 shares of Common Stock (the “Class A Warrants Shares”), and Class B Common Stock Purchase Warrants (the “Class B Warrants” and, collectively, with the Class A Warrants the “Common Warrants”) to purchase 2,968,814 shares of Common Stock (the “Class B Warrants Shares” and, collectively, with the Class A Warrants Shares, the “Common Warrants Shares”). The Common Warrants have an exercise price of $1.28 per share and will be exercisable on the six (6) month anniversary of the date of issuance of such Common Warrants until the applicable expiration date. The Class A Warrants will have an expiration date five (5) years following issuance, and the Class B Warrants will have an expiration date one (1) year following issuance.\n\n \n\nThe Registered Securities were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-277878), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 1, 2024, the base prospectus contained therein, and prospectus supplement thereto dated June 30, 2026, in the form filed by the Company with the SEC (the “Registered Offering”).\n\n \n\nThe Registered Offering and concurrent private placement (collectively, the “Offerings”) are expected to close on or about July 1, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions.\n\n \n\nThe gross proceeds to the Company from the Offerings are expected to be approximately $2.97 million, before deducting placement agent commissions and other offering expenses.\n\n \n\nThe Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nThe Company has agreed to file a registration statement providing for the resale of the Common Warrants Shares within thirty (30) calendar days of the Closing Date and to use commercially reasonable efforts to cause such registration statement to become effective within forty-five (45) days (or ninety (90) days in the event of a “full review” by the SEC) and to keep such registration statement effective at all times until the time that the Investor no longer owns any Common Warrants, or Common Warrants Shares.\n\n \n\n \n\n2\n\n \n\n \n\n*Placement Agency Agreement*\n\n \n\nIn connection with the Offerings, the Company also entered into a placement agency agreement, dated June 30, 2026 (the “Placement Agency Agreement”), with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), pursuant to which the Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds of the Offerings, and reimburse the Placement Agent for certain expenses and legal fees. The Company also agreed to issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock (the “Placement Agent Warrant Shares”), equal to 5.0% of the aggregate number of shares of Common Stock issued in the Offerings. The Placement Agent Warrants will have substantially the same terms as the Common Warrants being offered in the concurrent private placement, except that the Placement Agent Warrants shall have an exercise price that is 125% of the public offering price per share and expire three years from the commencement of the sales pursuant to the Offerings. The Placement Agency Agreement also includes customary indemnification and contribution provisions in favor of the Placement Agent.\n\n \n\nThe foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants, Common Warrants, Placement Agency Agreement, and Placement Agent Warrants are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 4.1, 4.2, 4.3, 10.2, and 4.4 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.\n\n \n\nA copy of the legal opinion and consent of Porter Wright Morris & Arthur LLP relating to the Shares and the Pre-Funded Warrant Shares is attached hereto as Exhibit 5.1.\n\n \n\n*Extension Amendment to Google Services Agreement*\n\n \n\nOn June 30, 2026, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of the Company, entered into an Extension Amendment (the “Amendment”), effective as of July 1, 2026, to the Google Services Agreement between Vertro and Google LLC, effective January 1, 2024 (as amended, the “Agreement”). The Amendment modifies the terms of the Agreement by extending the term for three additional months from the then current expiration date. The new expiration date of the Agreement is July 31, 2026.\n\n \n\nThe summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.8 to this Current Report on Form 8-K."}