Inuvo, Inc 8-K, filed Jul 27, 2020
Inuvo, Inc. (INUV)
8-K
2020-07-27
For: 2020-07-27
View Original
Added on
April 12, 2026
About this 8-K
Inuvo, Inc filed this 8-K on July 27, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported)
July 27,
2020
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INUVO, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32442
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87-0450450
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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500
President Clinton Boulevard, Suite 300, Little Rock, AR
72201
(Address of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (501) 205-8508
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not applicable
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(Former name or former address, if changed since last
report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock, par value $0.001 per share
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INUV
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NYSE
American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging
growth company ☐
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If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
8.01 Other
Events.
On July 27, 2020, Inuvo, Inc. (the “Company”) issued a
press release announcing the closing of its previously announced
firm commitment underwriting public offering of an aggregate of
21,500,000 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a price of
$0.50 per share, for gross proceeds of $10,500,000, before
deducting underwriting discounts and commission and other offering
expenses. A copy of the press releases is furnished hereto as
Exhibit 99.1 and is incorporated herein by reference.
Forward- Looking Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 and
Private Securities Litigation Reform Act, as amended, including
those relating to the expected consummation of the Offering and
other statements that are predictive in nature. These
forward-looking statements are based on current expectations,
estimates, forecasts and projections about the industry and markets
in which we operate and management’s current beliefs and
assumptions.
These statements may be identified by the use of forward-looking
expressions, including, but not limited to, “expect,”
“anticipate,” “intend,” “plan,”
“believe,” “estimate,”
“potential,” “predict,”
“project,” “should,” “would”
and similar expressions and the negatives of those terms. These
statements relate to future events or our financial performance and
involve known and unknown risks, uncertainties, and other factors
which may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Such factors include those set forth in the
Company’s filings with the SEC. Prospective investors are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this press release.
The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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No.
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Exhibit Description
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Form
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Date Filed
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Number
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Press
release dated July 27, 2020
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Furnished
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2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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INUVO,
INC.
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Date:
July 27, 2020
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By:
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/s/
Wallace D. Ruiz
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Wallace
D. Ruiz, Chief Financial Officer
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3
Exhibit 99.1
Inuvo, Inc. Announces Closing of $10.75 Million Underwritten Public
Offering of Common Stock
LITTLE ROCK, AR JULY 27, 2020 – INUVO, INC. (NYSE AMERICAN:
INUV) (“Inuvo” or the “Company”), a leading
provider of marketing technology, powered by IntentKey™
artificial intelligence that serves brands and agencies, today
announced the closing of its previously announced
underwritten public offering for total gross proceeds of
$10,750,000, before deducting underwriting discounts, commissions
and other offering expenses payable by the company. Inuvo sold an
aggregate of 21,500,000 shares of its common stock at a purchase
price to the public of $0.50 per share in this offering, which
included the full exercise by the underwriters of the
over-allotment option of 1,500,000 shares of common
stock.
Inuvo
intends to use the net proceeds from the offering for working
capital.
A.G.P./Alliance Group Partners acted as sole book-running manager
for the offering.
Copies
of the final prospectus supplement and accompanying prospectus
related to the offering may be obtained from A.G.P./Alliance Group
Partners, 28th Floor, New York, NY
10022 or via telephone at 212-624-2006 or email:
prospectus@allianceg.com.
Electronic copies of the final prospectus supplement and
accompanying prospectus are also available on the SEC’s
website at http://www.sec.gov.
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 jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Inuvo
Inuvo®, Inc. (NYSE American: INUV) is a market leader in
artificial intelligence, aligning and delivering consumer-oriented
product & brand messaging strategies online based on powerful,
anonymous and proprietary consumer intent data for agencies,
advertisers and partners. To learn more, visit
www.inuvo.com.
About the IntentKey™
Inuvo®’s IntentKey™ is a patented,
machine-learning technology designed to mirror the manner in which
the human brain instantly associates ideas, emotions, places,
people, and objects. It creates an accurate, high-definition
picture of consumer intent and sentiment related to a particular
topic or item. Inuvo harnesses the power of the IntentKey™ to
discover and reach high volumes of incremental in-market and
relevant audiences that are hidden from typical marketing
approaches. The IntentKey™ enables pinpoint media execution
reaching consumers throughout the purchasing funnel all the way to
conversion.
Forward-Looking Statements
This press release includes certain “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to
qualify for the “safe harbor” from liability
established by the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact are
forward-looking statements. Forward-looking statements include,
without limitation, statements about the anticipated use of the net
proceeds of the offering; and other risks and uncertainties
detailed in Inuvo, Inc.’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, as amended, subsequent
Quarterly Report on Form 10-Q for the period ended March 31, 2020
and our other filings with the SEC. Additionally, forward looking
statements are subject to certain risks, trends, and uncertainties
including the continued impact of Covid-19 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.
Inuvo Company Contact:
Wally Ruiz
Chief Financial Officer
Tel (501) 205-8397
wallace.ruiz@inuvo.com
Investor Relations:
KCSA Strategic Communications
Valter Pinto, Managing Director
Tel (212) 896-1254
Valter@KCSA.com