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Inuvo SEC Filings

INUV NYSE

Welcome to our dedicated page for Inuvo SEC filings (Ticker: INUV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The SEC filings page for Inuvo, Inc. (NYSE American: INUV) provides access to the company’s official regulatory disclosures, including annual and quarterly reports and current reports on Form 8-K. As a Nevada corporation with securities registered under the Exchange Act, Inuvo submits filings that describe its financial condition, operating results, material agreements, financing transactions, and governance changes.

Investors can use this page to locate annual reports on Form 10-K and quarterly reports on Form 10-Q, which include audited or reviewed financial statements, management’s discussion and analysis, risk factor disclosures, and information on items such as goodwill, intangible assets, and stockholders’ equity. These filings explain how Inuvo’s AI-driven advertising business, including its IntentKey platform and related tools, translates into revenue, expenses, and cash flows.

Inuvo also files current reports on Form 8-K to disclose significant events. Recent 8-Ks have addressed quarterly earnings releases and conference call scripts, amendments to a Google Services Agreement through its subsidiary Vertro, Inc., executive changes and employment agreements, and a securities purchase agreement for subordinated convertible notes with related registration rights and debt subordination arrangements. These documents outline key terms, limitations, and covenants associated with Inuvo’s commercial and financing activities.

Through this page, users can review capital structure and financing details, such as the terms of convertible notes, ownership and issuance limits tied to exchange rules, and relationships with senior lenders. They can also examine non-GAAP reconciliations that bridge net loss to EBITDA and Adjusted EBITDA, as presented in earnings-related filings.

Stock Titan enhances these filings with AI-powered summaries that highlight important sections and clarify technical language. Real-time updates from EDGAR ensure that new 10-K, 10-Q, 8-K, and other forms appear promptly, while insider transaction reports on Form 4 and proxy statements, when filed, can be reviewed to understand executive compensation and ownership changes.

Filing
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Inuvo, Inc. is registering up to 5,000,000 shares of common stock for resale by a single selling stockholder, 3i, LP. These shares are issuable upon conversion of a $3,333,333 Convertible Note with a conversion price of $3.10 per share, subject to adjustments with a minimum of $0.736.

The company already sold the Convertible Note in a private placement and received gross proceeds of $3 million, which it plans to use for general corporate purposes, including working capital. Inuvo will not receive any proceeds from the resale of the shares covered by this prospectus.

Inuvo operates an advertising technology business built around proprietary generative large language AI that targets audiences without using consumer identity or data. Key risks highlighted include potential dilution from share issuances, stock price volatility, reliance on major customers and partners, cybersecurity threats, regulatory and privacy compliance, possible future financings that may be dilutive, and the lack of anticipated cash dividends in the foreseeable future.

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prospectus
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Inuvo, Inc. has filed a resale registration to allow a selling stockholder to offer up to 5,000,000 shares of common stock issuable upon conversion of a $3,333,333 Convertible Note. The note converts at $3.10 per share, subject to adjustments with a floor of $0.736.

Inuvo is not selling shares in this offering and will receive no proceeds from any resale. The company previously received gross proceeds of $3,000,000 from the private placement of the note for general corporate and working capital purposes. Shares outstanding were 14,713,725 as of February 5, 2026. NYSE American rules limit issuances to 2,941,274 shares absent shareholder approval, and a Beneficial Ownership Limitation generally caps the holder below 4.99% of outstanding shares.

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registration
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Inuvo, Inc. reported that Chief Executive Officer and director Robert C. Buchner received a grant of 75,000 restricted stock units on February 1, 2026. Each unit represents the right to receive one share of Inuvo common stock at no cash exercise price.

The restricted stock units vest in installments of 33.33% per year, beginning on the first anniversary of the grant date and continuing annually until fully vested by February 1, 2029. Following this grant, Buchner directly beneficially owns 75,000 derivative securities tied to Inuvo common stock.

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Inuvo, Inc. reported receiving gross proceeds of approximately $6.2 million on January 29, 2026 from a previously disclosed class action settlement. The company characterizes this payment as a one-time, non-recurring cash inflow rather than ongoing operating income. Inuvo later issued a press release on February 2, 2026 describing the receipt of these settlement proceeds.

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current report
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Inuvo, Inc. filed a current report describing a shareholder update call held on January 28, 2026. During this call, Robert C. Buchner, who becomes the company’s new Chief Executive Officer effective February 1, 2026, outlined his strategic priorities and vision for Inuvo’s next phase of growth.

The prepared remarks from this shareholder update are provided in a call script, which is included as an exhibit to the report and incorporated by reference for informational purposes. The company notes that this shareholder update material is being furnished under Regulation FD rather than formally filed under securities laws.

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current report
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Inuvo, Inc. reported several corporate updates. Its Vertro subsidiary signed an amendment with Google LLC extending an existing Google Services Agreement by one month, moving the expiration date to February 28, 2026.

The company announced a leadership transition. Chief Operating Officer and director Robert C. Buchner becomes Chief Executive Officer on February 1, 2026 and Chairman of the Board immediately, while current CEO Richard K. Howe steps down from the CEO role on January 31, 2026 but remains on the Board. Inuvo entered into an amended and restated employment agreement with Mr. Buchner providing a minimum annual base salary of $400,000 and defining incentive eligibility and termination benefits.

In connection with the transition, Inuvo and Mr. Howe agreed to a separation package that includes separation pay totaling $682,813 over 22 months, payment for up to 18 months of COBRA continuation coverage, and full vesting of 120,001 restricted stock units on his termination date. Inuvo also furnished a press release with preliminary Q4 2025 revenue and a separate release announcing Mr. Buchner’s appointment.

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current report
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Inuvo, Inc. entered into a securities purchase agreement to issue subordinated convertible notes with an aggregate principal amount of $3,333,333.33, issued with a 10% original issue discount and convertible into common stock at $3.10 per share under specified conditions. The company also signed a registration rights agreement requiring it to file and seek effectiveness of a resale registration statement for the related securities within set 30- and 60-day timelines. Under NYSE American rules, Inuvo may not issue more than 2,941,274 shares of common stock, equal to 19.99% of shares outstanding immediately before the agreement, without prior stockholder approval, and individual buyers are limited to 4.99% beneficial ownership, which they may increase to 9.99% with 61 days’ notice. Curvature Securities LLC acts as placement agent, receiving a 6% cash fee on gross proceeds from each drawdown plus $7,500 of expenses, and the new notes are subordinated to existing debt under a debt subordination agreement with the senior lender.

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current report
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Inuvo, Inc. director Kenneth Ewell Lee reported the conversion of restricted stock units into common shares. On 01/08/2026, 3,000 restricted stock units were converted into 3,000 shares of Inuvo common stock at a price of $0.0000 per share through a transaction coded "M". After this transaction, Lee directly beneficially owned 54,500 shares of Inuvo common stock.

The filing notes that the share amounts were adjusted to reflect a 1-for-10 reverse stock split that occurred on June 10, 2025, and that each restricted stock unit represents a contingent right to receive one share of Inuvo common stock.

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Inuvo, Inc. director Gordon J. Cameron reported a stock-based compensation transaction. On January 8, 2026, 3,000 restricted stock units were converted into 3,000 shares of Inuvo common stock at an exercise price of $0.0000, reflecting the vesting and settlement of equity awards rather than an open-market purchase. Following this transaction, Cameron beneficially owns 57,910 shares of Inuvo common stock directly and an additional 663 shares indirectly through his spouse. The reported share amounts have been adjusted to reflect a 1-for-10 reverse stock split that occurred on June 10, 2025.

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FAQ

What is the current stock price of Inuvo (INUV)?

The current stock price of Inuvo (INUV) is $1.9 as of February 15, 2026.

What is the market cap of Inuvo (INUV)?

The market cap of Inuvo (INUV) is approximately 28.0M.
Inuvo

NYSE:INUV

INUV Rankings

INUV Stock Data

27.96M
12.34M
15.28%
19.12%
0.7%
Software - Application
Services-advertising
Link
United States
LITTLE ROCK

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