Every 8-K that Inuvo, Inc. (INUV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow INUV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full INUV filings page.
Inuvo, Inc. reported second quarter 2026 net revenue of $7.5 million, a 67% decline from 2025, mainly from an 80% drop in higher-margin Legacy Search revenue following the Bonfire platform reset and industry changes. Audience Modeling revenue grew 19% year over year, reflecting the strategic pivot toward the IntentKey AI platform. Gross profit fell to $3.3 million, while operating expenses dropped 67% to $6.4 million due to lower marketing and compensation tied to Legacy Search.
Operating loss was $3.0 million versus $2.0 million a year earlier, and net loss widened to $4.0 million or $0.27 per share. Adjusted EBITDA was a loss of $1.8 million. Inuvo raised approximately $13.3 million through secured notes and a registered direct offering, using proceeds to retire prior debt and provide working capital. At June 30, 2026, cash and cash equivalents were $886 thousand and restricted cash was $6.2 million, with prior convertible notes and a receivables-based credit facility extinguished. Management expects continued Audience Modeling growth, stabilized Legacy Search revenue with improved margins, and lower operating expenses for the remainder of 2026.
Inuvo, Inc. has released an updated investor presentation outlining its IntentKey® AI strategy, market opportunity, and path to long-term value creation. The presentation explains how IntentKey, a proprietary large language model for media decisioning, operates without cookies or personal identifiers, focusing instead on why consumers are interested in products and brands.
Highlights include the accelerating disruption of the programmatic advertising market, IntentKey’s 24-hour lead on emerging consumer demand, dynamic audience model creation, and recent commercial, product, and strategic milestones. Inuvo also details four strategic growth pillars and a path to profitability centered on high-margin IntentKey revenue within a stated $220 billion total addressable market.
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.
Inuvo, Inc. reported the results of its 2026 annual meeting of stockholders. The meeting was held on June 18, 2026, with a record date of April 21, 2026, when 14,820,898 shares of common stock were outstanding and entitled to vote. A quorum was present, with 7,355,522 shares, or 49.63% of eligible shares, represented in person or by proxy.
Stockholders elected Class III directors Rob Buchner and Sanja Partalo to terms expiring at the 2029 annual meeting. Buchner received 3,697,305 votes for and 118,215 withheld, and Partalo received 3,693,236 votes for and 122,284 withheld; each had 3,540,002 broker non-votes. Stockholders also approved the ratification of EisnerAmper LLP as Inuvo’s independent registered public accounting firm, with 7,046,451 votes for, 297,634 against, 11,437 abstentions, and no broker non-votes.
Inuvo reported a sharp reset in its business in the first quarter of 2026. Net revenue fell 70% year over year to $7.9M, mainly because of continued weakness in the Legacy Search channel after the Bonfire platform reset. Audience Modeling, which includes the IntentKey AI offering, grew revenue 13% as the company pivots toward this higher‑value segment.
Gross profit dropped 82.6% to $3.7M, and operating loss widened to $3.9M despite marketing cost cuts. A one-time class action settlement drove other income of $6.2M, resulting in net income of $1.9M, or $0.13 per diluted share, even as Adjusted EBITDA was a loss of $2.1M. Management highlighted IntentKey product advances, new enterprise wins, and cost alignment in Legacy Search as key to building a more resilient, AI-driven advertising business.
Inuvo, Inc., through its wholly owned subsidiary Vertro, Inc., has extended its existing Google Services Agreement. On March 31, 2026 Vertro entered into an Extension Amendment, effective April 1, 2026, that lengthens the agreement’s term by three months. The new expiration date is June 30, 2026. Certain portions of the amendment have been redacted as immaterial and confidential, and the full document is filed as an exhibit.
Inuvo reported fourth quarter and full year 2025 results and outlined its 2026 strategy. Net revenue was $14.3 million in Q4 2025, down from $26.2 million a year earlier, as the company deliberately reduced lower-quality platform activity. Full year 2025 net revenue rose slightly to $86.2 million from $83.8 million.
Gross margin fell to 66.4% in Q4 and 74.5% for 2025, versus 83.1% and 85.6% in 2024, reflecting a shift in platform revenue mix. Q4 operating expenses dropped to $10.7 million from $21.5 million, and full year operating expenses declined to $70.9 million from $77.3 million.
Inuvo posted a Q4 2025 net loss of $0.6 million and a full year net loss of $5.1 million, modestly improved from a $5.8 million loss in 2024. Adjusted EBITDA for 2025 was a loss of $1.2 million. As of December 31, 2025, cash was $2.8 million with $6.7 million of availability under its facility, later supplemented by a $3.3 million convertible note and $6.2 million settlement proceeds.
Inuvo, Inc. reported that its wholly owned subsidiary, Vertro, Inc., has entered into an Extension Amendment to its Google Services Agreement with Google LLC. The amendment, dated February 17, 2026 and effective March 1, 2026, extends the agreement’s term by one month.
With this change, the Google Services Agreement, originally effective January 1, 2024, now expires on March 31, 2026. The company has filed the full amendment as an exhibit for reference.
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.
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.
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.
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.
Inuvo, Inc. reported that its wholly owned subsidiary Vertro, Inc. entered into an Extension Amendment to its Google Services Agreement with Google LLC. The amendment, signed on December 15, 2025 and effective as of December 31, 2025, extends the agreement’s term by one additional month, moving the contract’s expiration date to January 30, 2026.
A copy of the amendment is filed as Exhibit 10.1, providing the detailed terms of this material definitive agreement between Vertro and Google.
Inuvo, Inc. (INUV) furnished an update on its Q3 2025 performance. The company submitted a press release under Item 2.02 and provided a management conference call script under Item 7.01, both dated November 6, 2025.
The materials include references to non-GAAP metrics, with reconciliations to GAAP contained in the press release. These disclosures are furnished, not filed, and appear as Exhibits 99.1 (press release) and 99.2 (call script).
Inuvo, Inc. (INUV) furnished an updated investor relations presentation under Regulation FD. The company reported this in an Item 7.01 disclosure dated October 20, 2025, attaching the deck as Exhibit 99.1.
The information is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced.
Inuvo, Inc. reported leadership changes and new executive agreements. Barry Lowenthal voluntarily resigned as President effective September 30, 2025, and entered into a Separation Agreement providing six months of base salary, or $150,000, paid semi-monthly, plus payment for up to three months of COBRA coverage.
Inuvo appointed director Robert C. Buchner as Chief Operating Officer effective the same date. His employment agreement provides a minimum annual base salary of $337,500 and an initial grant of 125,000 restricted stock units, vesting 33 1/3% for each year of service, under an initial one-year term that renews annually.