Inuvo raises $12.97M and retires convertible debt

Q: What total financing did Inuvo (INUV) announce in this transaction?

Inuvo announced $12.97 million in total financing. This includes $10 million from two secured promissory notes and approximately $2.97 million in expected gross proceeds from a registered direct offering of common stock or equivalents at $1.00 per share.

Q: How is Inuvo (INUV) changing its existing debt with this financing?

Inuvo is using part of the $10 million note proceeds to retire its outstanding convertible promissory notes, including about $2.8 million of principal and accrued interest. The company is also repaying and terminating its receivables-based credit facility, eliminating those prior obligations.

Q: What are the key terms of the new promissory notes Inuvo (INUV) issued?

Inuvo issued a $4.142 million secured promissory note at 9.0% interest with a $342,000 original issue discount, and a $6.2 million secured promissory note at 5% interest with no discount. Aggregate gross proceeds from the notes totaled $10 million to the company.

Q: What are the details of Inuvo’s (INUV) registered direct offering?

Inuvo agreed to sell 2.97 million shares of common stock or equivalents at $1.00 per share. Expected gross proceeds are about $2.97 million before placement agent commissions and offering expenses, with the securities being offered under an effective Form S-3 shelf registration.

Inuvo, Inc. strengthened its balance sheet with financing transactions totaling $12.97 million, providing working capital while retiring existing debt.

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Form Type

8-K

Rhea-AI Filing Summary

Inuvo, Inc. strengthened its balance sheet with financing transactions totaling $12.97 million, providing working capital while retiring existing debt. The company issued two secured promissory notes for $10 million in aggregate gross proceeds, using these funds to repay approximately $2.8 million of outstanding convertible promissory notes, including accrued interest, and to terminate its receivables-based credit facility.

Inuvo also agreed to a registered direct offering of 2.97 million shares of common stock (or equivalents) at $1.00 per share, for expected gross proceeds of about $2.97 million, alongside a concurrent private placement of Class A and Class B warrants to purchase up to a total of 5.94 million shares at an exercise price of $1.28 per share.

Insights

Inuvo refinances debt and raises equity-linked capital, trading some dilution for improved balance-sheet flexibility.

Inuvo replaces its outstanding convertible promissory notes and receivables-based credit facility with $10 million of secured promissory notes, at interest rates of 9% and 5%. This shifts the capital structure away from convertible debt and short-term credit toward longer-term secured borrowing.

The company adds a registered direct equity component of $2.97 million at $1.00 per share plus Class A and B warrants exercisable at $1.28, potentially increasing future share count if exercised. Actual impact will depend on note servicing, warrant exercises starting six months after issuance, and subsequent financial performance as Inuvo invests in its IntentKey AI platform.

Key Figures

Total financing: $12.97 million Secured promissory notes: $10 million First note principal: $4.142 million at 9.0% +5 more

8 metrics

Total financing $12.97 million Aggregate gross proceeds from financing transactions

Secured promissory notes $10 million Aggregate gross proceeds from two secured notes

First note principal $4.142 million at 9.0% Secured promissory note with $342,000 original issue discount

Second note principal $6.2 million at 5% Secured promissory note with no original issue discount

Convertible debt repaid $2.8 million Outstanding convertible promissory notes plus accrued interest

Registered direct offering size 2.97 million shares at $1.00 Common stock or equivalents in registered direct offering

Equity gross proceeds $2.97 million Expected gross proceeds before commissions and expenses

Warrants exercise price $1.28 per share Exercise price for Class A and Class B warrants

Key Terms

registered direct offering, private placement, original issue discount, convertible promissory notes, +2 more

6 terms

registered direct offering financial

"the purchase and sale of common stock and pre-funded warrants in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"a concurrent private placement of warrants"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

original issue discount financial

"carrying an interest rate of 9.0% and an original issue discount of $342,000"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

convertible promissory notes financial

"used to retire the Company's outstanding convertible promissory notes, including accrued interest"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

receivables-based credit facility financial

"repays and terminates the Company's receivables-based credit facility"

IntentKey technical

"pivot towards our proprietary audience modeling AI, IntentKey"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What total financing did Inuvo (INUV) announce in this transaction?

Inuvo announced $12.97 million in total financing. This includes $10 million from two secured promissory notes and approximately $2.97 million in expected gross proceeds from a registered direct offering of common stock or equivalents at $1.00 per share.

How is Inuvo (INUV) changing its existing debt with this financing?

Inuvo is using part of the $10 million note proceeds to retire its outstanding convertible promissory notes, including about $2.8 million of principal and accrued interest. The company is also repaying and terminating its receivables-based credit facility, eliminating those prior obligations.

What are the key terms of the new promissory notes Inuvo (INUV) issued?

Inuvo issued a $4.142 million secured promissory note at 9.0% interest with a $342,000 original issue discount, and a $6.2 million secured promissory note at 5% interest with no discount. Aggregate gross proceeds from the notes totaled $10 million to the company.

What are the details of Inuvo’s (INUV) registered direct offering?

Inuvo agreed to sell 2.97 million shares of common stock or equivalents at $1.00 per share. Expected gross proceeds are about $2.97 million before placement agent commissions and offering expenses, with the securities being offered under an effective Form S-3 shelf registration.

What warrants are being issued in Inuvo’s (INUV) concurrent private placement?

Inuvo will issue Class A and Class B warrants to purchase up to 2.97 million shares each, for a total of 5.94 million shares. The warrants have a $1.28 exercise price, become exercisable six months after issuance, and expire in one year for Class B and five years for Class A.

How will Inuvo (INUV) use the remaining proceeds after debt repayment?

After extinguishing its existing convertible debt and receivables-based credit facility, Inuvo intends to use the remaining net proceeds for working capital purposes. Management highlighted support for its strategic focus on the IntentKey AI audience modeling platform and related growth initiatives.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 03:33 PM EDT

EXHIBIT 99.1

Inuvo Strengthens Balance Sheet Through $12.97 Million Financing

Transactions provide working capital while retiring existing debt facilities

LITTLE ROCK, AR, June 30, 2026 – Inuvo, Inc. (NYSE American: INUV), a leader in artificial intelligence advertising technology, today announced financing transactions resulting in gross proceeds of $12.97 million to the Company.

"Together, these transactions simplify our capital structure while providing liquidity as we pivot towards our proprietary audience modeling AI, IntentKey, and the high-margin, compounding growth we believe it can deliver. Most importantly, with this additional runway, we are better equipped to capitalize on the significant market opportunity in front of us as we continue to build a stronger, more resilient Inuvo and return shareholder value for the long-term,” said Rob Buchner, Chief Executive Officer.

Non-Dilutive Financing

On June 29, 2026, the Company entered into and closed a note purchase agreement to which Inuvo issued two secured promissory notes: (i) a promissory note in the original principal amount of $4.142 million carrying an interest rate of 9.0% and an original issue discount of $342,000, and (ii) a promissory note in the original principal amount of $6.2 million carrying an interest rate of 5% with no original issue discount. The aggregate gross proceeds to the Company from the promissory notes was $10 million, of which $3.8 million was received immediately upon closing and the remaining $6.2 million was placed into a collateralized deposit account, $1.2 million of which will be released upon completion of the registered direct offering described below and the remaining to be released upon compliance with terms of the financing. These funds 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 repays and terminates the Company's receivables-based credit facility. Following the closing of the transaction, Inuvo will have no outstanding convertible debt and no amounts outstanding under its prior receivables-based credit facility. After the extinguishment of previously existing debt, Inuvo intends to use the remaining net proceeds for working capital purposes.

Registered Direct Offering and Private Placement

In addition, the Company entered into a definitive agreement with certain institutional investors for the purchase and sale of common stock and pre-funded warrants in a registered direct offering as well as a concurrent private placement of warrants.

EXHIBIT 99.1

Under the registered direct offering, the Company has agreed to the purchase and sale of an aggregate of 2.97 million shares of common stock (or common stock equivalents), par value $0.001 per share (the “Common Stock”), at a purchase price of $1.00 per share. The gross proceeds are expected to be approximately $2.97 million before deducting placement agent commissions and other offering expenses.

Under the private placement, the Company will issue and sell (i) Class A warrants to purchase up to 2.97 million shares of Common Stock and (ii) Class B warrants to purchase up to 2.97 million shares of Common Stock (collectively, the "Common Warrants"). Investors in the private placement will also receive one Class A Warrant and one Class B Warrant for each share of Common Stock purchased. The Common Warrants will 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 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.

The definitive agreements related to the registered direct offering and private placement are expected to close on or about July 1, 2026, subject to the satisfaction of customary closing conditions.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offerings.

The Common Stock and Pre-Funded Warrants are being offered and sold pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission (“SEC”) in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-277878), which was declared effective by the Securities and Exchange Commission (“SEC”) on May 1, 2024. The offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. The Common Warrants will be issued in a concurrent private placement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, NY 10019, by phone at (212) 409-2000, or by email at prospectus@ladenburg.com. The private placement of the Common Warrants and the shares underlying the warrants offered to the accredited investor(s) will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

EXHIBIT 99.1

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Inuvo

Inuvo, Inc. (NYSE American: INUV) is a disruptive AI specifically designed for modeling media audiences. IntentKey® AI is a patented technology capable of identifying customer engagement based on real-time media consumption. Our models refresh every 5 minutes and know, with precision, why prospects are interested in a product or brand, in turn, predicting purchase intent 24 hours before legacy programmatic systems can respond to buying signals. Inuvo's language-based AI does not rely on consumer IDs, keeping Inuvo on the vanguard of consumer data privacy. To learn more, visit www.inuvo.com.

Safe Harbor / Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, without limitation risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" in Inuvo, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed on March 5, 2026, and our other filings with the SEC. Additionally, forward looking statements are subject to certain risks, trends, and uncertainties on Inuvo’s business and operations. Inuvo cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Inuvo does not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events or otherwise. Inuvo further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this press release. The information which appears on our websites and our social media platforms is not part of this press release.

Investor Contact:

Wallace Ruiz

Chief Financial Officer

Tel (501) 205-8397

wallace.ruiz@inuvo.com

Source: View Original Filing on SEC EDGAR

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Inuvo raises $12.97M and retires convertible debt

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