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Inuvo, Inc. is offering 1,631,121 shares of common stock at $1.00 per share and, in lieu of some shares, pre-funded warrants to purchase up to 1,337,693 shares at $0.999 per warrant. The company also completed a concurrent private placement of warrants to purchase up to 5,937,628 shares, divided into Class A and Class B Warrants.
The offering is being conducted with Ladenburg Thalmann as placement agent on a best-efforts basis. Net proceeds to the company before expenses are approximately $2.6 million, and the company states proceeds will be used for working capital. The placement agent will receive fees and placement agent warrants; certain insiders are subject to lock-ups.
INUV suspends its at-the-market (ATM) offering and terminates continuous sales effective June 30, 2026. The prospectus supplement states the company may offer and sell common stock having an aggregate offering price of up to $15,000,000 under the Offering Agreement with H.C. Wainwright.
The supplement reports the company has sold 165,641 shares through the sales agent, generating $1,184,740 in gross proceeds to date. The supplement also states the last reported sale price was $1.36 per share on June 29, 2026. The Offering Agreement remains in full force and effect, but no sales will occur under it unless a new prospectus supplement is filed.
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, Inc. reported first‑quarter 2026 revenue of $7.9 million, down 70.3% from the prior year as Legacy Search sales fell sharply following a deliberate “Bonfire” reset to improve traffic quality and compliance. Gross margin dropped to 46.2% versus 79.0% a year earlier, driving an operating loss of $3.9 million. Thanks mainly to a one‑time class‑action settlement of about $6.2 million, Inuvo posted net income of $1.9 million, or $0.13 per diluted share, compared with a loss in 2025. The company ended the quarter with $2.9 million in cash, a net working capital deficit of roughly $2.7 million, no borrowings under its $10 million SLR credit facility, and a new $3.3 million subordinated convertible note outstanding. Management is refocusing on higher‑margin IntentKey Audience Modeling and believes existing liquidity and expected cash flows can support operations for at least the next twelve months, while acknowledging uncertainty around restoring Legacy Search revenue.
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. is asking stockholders to vote at its 2026 annual meeting on June 18, 2026. The agenda includes electing two Class III directors, Rob Buchner and Sanja Partalo, to terms ending at the 2029 annual meeting and ratifying EisnerAmper LLP as independent auditor for 2026.
Stockholders of record at the close of business on April 21, 2026, when 14,820,898 common shares were outstanding, are entitled to one vote per share. A quorum requires at least 33 1/3% of outstanding shares. The Board unanimously recommends voting “FOR” both director nominees and “FOR” the auditor ratification.
The filing also outlines Inuvo’s governance structure, committee composition, executive and director compensation, equity plans and principal stockholders. Independent directors’ pay will move to $100,000 annually starting July 1, 2026, paid 30% in cash and 70% in restricted stock units, aligning a greater portion of director compensation with equity.
Inuvo, Inc.'s CFO Wallace D. Ruiz exercised restricted stock units into common shares and had part of the award withheld for taxes. On the transaction date, 7,500 restricted stock units converted into 7,500 shares of common stock. Of these, 3,739 shares were withheld at a price of $2.14 per share to satisfy tax obligations. After these compensation-related transactions, Ruiz directly held 126,367 shares of Inuvo common stock. The affected restricted stock units vest in three equal annual installments, and the figures are adjusted for a previously completed 1-for-10 reverse stock split.
Inuvo, Inc. director Richard K. Howe exercised equity awards and settled related taxes. On April 1, 2026, he exercised 36,667 restricted stock units, receiving the same number of common shares at a reported exercise price of $0.00 per share.
To cover tax obligations, 15,143 common shares were withheld at $2.14 per share as a tax-withholding disposition. After these transactions, Howe directly held 547,916 shares of Inuvo common stock. All referenced restricted stock units represent a contingent right to receive one share of common stock each and were adjusted for a prior 1-for-10 reverse stock split.
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.