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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) January 29, 2026
INUVO, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 001-32442 | | 87-0450450 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
500 President Clinton Ave., Ste. 300, Little Rock, AR | | 72201 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (501) 205-8508
(Former name or former address, if changed since last report) |
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:
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | INUV | | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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 January 29, 2026, Inuvo, Inc. (“Inuvo” or the “Company”) received gross proceeds of approximately $6.2 million in connection with a previously disclosed class action settlement. The settlement proceeds represent a one-time, non-recurring cash inflow. On February 2, 2026, the Company issued a press release regarding the settlement proceeds, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| INUVO, INC. |
Date: February 2, 2026 | By: | /s/ Wallace D. Ruiz | |
| | Wallace D. Ruiz, Chief Financial Officer |
EXHIBIT 99.1
Inuvo Announces Receipt of $6.2 Million Class Action Settlement
LITTLE ROCK, AR, February 2, 2026 -- Inuvo, Inc. (NYSE American: INUV), a leading provider of artificial intelligence-driven data and advertising technology solutions, today announced that it has received $6.2 million as a claimant of a class action lawsuit settlement first referenced in its Q3 2025 investor call and recent shareholder update.
“This represents an important financial development for Inuvo,” said Rob Buchner, Inuvo Chairman & CEO. “We are pleased to conclude this matter and receive the settlement proceeds, which strengthen our liquidity position and support our strategic priorities going forward.”
During the Company’s Q3 2025 investor call, management first disclosed that Inuvo had been a party to a large class action lawsuit that had been settled and that it expected a significant payout in the first quarter of 2026.
The settlement funds have now been fully received and provide additional financial flexibility to support ongoing investments in product innovation, market expansion, and operational initiatives aimed at driving long-term shareholder value.
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
Statements in this press release relating to Inuvo's future plans, expectations, beliefs, intentions, and prospects are "forward-looking statements" and are subject to material risks and uncertainties. A detailed discussion of these factors and other risks that affect our business is contained in Inuvo’s Securities and Exchange Commission (SEC) filings, including our most recent reports on Form 10-K and Form 10-Q under the heading "Risk Factors." These filings are available on the SEC's website or on Inuvo’s website at Investor Relations - Inuvo®. All information in this press release is current as of the date of release, and Inuvo undertakes no duty to update any statement in light of new information or future events.
Investor Relations:
Wallace Ruiz
Chief Financial Officer
Tel (501) 205-8508
[email protected]