{"url_path":"/sec/inuv/8-k/2026-07-01/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**","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":1318,"has_tables":true,"body_markdown":"**Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nOn June 29, 2026, the Company entered into and closed a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (the “Lender”), which provided for the issuance of two secured promissory notes: (i) a Secured Promissory Note A-1 in the original principal amount of $4.142 million (the “A-1 Note”) and (ii) a Secured Promissory Note B in the original principal amount of $6.2 million (the “B Note”, and together with the A-1 Note, the “Notes”). The A-1 Note carries an interest rate of 9.0% and an original issue discount of $342,000. The B Note carries an interest rate of 5% with no original issue discount.\n\n \n\nThe aggregate gross proceeds to the Company from the promissory notes were $10 million, of which $6.2 million was deposited into an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, INUV Holdings, LLC, a Utah limited liability company (“INUV Sub”), to be held pursuant to a Deposit Account Control Agreement entered into among INUV Sub, the Lender, and Lakeside Bank (the “DACA”). Upon the completion of the registered direct offering described in Item 1.01, $1.2 million may be exchanged, less original issuance discount fees, into an additional A Note, and the remaining to be exchanged into A Notes upon compliance with terms of the financing. The $3.8 million in funds from the A-1 note were used to retire the Company’s outstanding convertible promissory notes, including accrued interest totaling approximately $2.8 million, and replace them with longer-term financing. In addition, the transaction also repaid and terminated the Company’s receivables-based credit facility. As of July 1, 2026, the Company has no outstanding convertible debt and no amounts outstanding under its prior receivables-based credit facility and has terminated the Financing and Security Agreement, by and among the Company, SLR Digital Finance LLC, and each of the Company’s subsidiaries. The Company intends to use the remaining net proceeds for working capital and general corporate purposes.\n\n \n\n \n\n3\n\n \n\n \n\nEach time the aggregate outstanding balance of all A Notes is reduced by $2 million, subject to certain conditions, the Company will have the right to exchange $1 million (or such other amount as the parties mutually agree) of the B Note for a new secured note in the same form as the A-1 Note (each, a “Note Exchange”) pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding the foregoing 2-to-1 formula, upon mutual consent of the Lender and the Company, any agreed-upon amount of the B Note may be exchanged from time to time into a corresponding new A-1 Note. Each additional note issued pursuant to a Note Exchange will have the same maturity date, interest rate, OID percentage, and other economic and other terms as the A-1 Note. Upon completion of a Note Exchange, an amount equal to the portion of the outstanding balance of the B Note exchanged for the applicable A Note will be released from the deposit account under the DACA and transferred to the Company’s operating account.\n\n \n\nLadenburg Thalmann & Co. Inc. also served as placement agent for the transaction contemplated in the Note Purchase Agreement. The Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds upon issuance of the A-1 Note, a cash fee equal to 6% of any cash released from the deposit account established in connection with the placement of the B Note under the DACA to any operating account of the Company and reimbursed the Placement Agent for certain expenses and legal fees.\n\n \n\nThe principal amount of the A‑1 Note is due twenty‑four (24) months following the date of issuance (the “A-1 Maturity Date”). Interest under the A‑1 Note accrues at a rate of 9.00% per annum, calculated on a 360‑day year and compounding daily. The A‑1 Note can be prepaid in whole or in part at any time, without any prepayment premium or penalty. Beginning nine months after the closing date, the Lender may redeem up to $750,000 per calendar month plus make‑whole interest calculated as if such amount had been held to the A-1 Maturity Date (a “Monthly Redemption”). Beginning six months after the closing date, the Lender may redeem up to the Maximum Limited Redemption Amount (as defined in the A-1 Note that equals to 8% of the applicable cumulative dollar trading volume plus make‑whole interest**)** of the cumulative daily dollar trading volume of the Company’s common shares (a “Limited Redemption”), in the event the Common Shares trade at a price that is at least 10% greater than the NYSE Minimum Price****(a “Limited Redemption Event”). The Lender may effect a Limited Redemption during the five Trading Day period following such Limited Redemption Event (the “Limited Redemption Window”). The applicable Monthly Redemption amount is due and payable in cash within two trading days of the Company’s receipt of a redemption notice from the Lender. The applicable Limited Redemption amount is due and payable in cash within two trading days of the Company's receipt of a redemption notice from the Lender.\n\n \n\nThe principal amount of the B Note is due twenty‑four (24) months following the date of issuance (the “B Maturity Date”). Interest under the B Note accrues at a rate of 5.00% per annum. The B Note can be prepaid in whole or in part at any time, without any prepayment premium or penalty. The B Note does not include Monthly Redemption right but does include Limited Redemption rights and the Note Exchange right described above where amounts outstanding under the B Note may be reduced through permitted exchanges into A-1 Notes and corresponding releases of funds from the deposit account pursuant to the DACA and the Note Purchase Agreement.\n\n \n\nEach of the A‑1 Note and B Note contain certain “Major Trigger Events” and “Minor Trigger Events,” as more fully described in the Notes. At any time following the occurrence of a Major Trigger Event or Minor Trigger Event, the Lender may, upon prior written notice to the Company, increase the outstanding balance of the applicable Note by 10% for each Major Trigger Event and 5% for each Minor Trigger Event, subject to the limitations set forth in the A‑1 Note and B Note. If the Company fails to timely cure a Major Trigger Event or Minor Trigger Event following receipt of a written cure demand notice from the Lender, such event will automatically become an “Event of Default,” entitling the Lender to exercise the remedies set forth in the applicable Note, including acceleration of the outstanding balance and the imposition of a default interest rate (an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted under applicable law).\n\n \n\nThe Company made various customary representations, warranties, and covenants in the Note Purchase Agreement, including obligations relating to SEC reporting, maintenance of its stock exchange listing, restrictions on certain issuances and encumbrances, and other matters as more fully set forth therein.\n\n \n\nThe Company’s obligations under the Note Purchase Agreement are secured by the DACA, guaranties from the Company’s subsidiaries (the “Guaranty”), a security agreement by the Company granting the Lender a security interest in all of the Company’s assets (the “Security Agreement”), and intellectual property security agreements by the Company and certain of the Company’s subsidiaries granting the Lender a security interest in all of the Company’s and certain Company’s subsidiaries’ intellectual property (collectively, the “IP Agreements”).\n\n \n\n \n\n4\n\n \n\n \n\nThe foregoing descriptions of the Note Purchase Agreement, A-1 Note, B Note, Security Agreement and Guaranty do not purport to be complete and are qualified in entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.3, 10.4, 10.5, 10.6, and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}