8-K
Inuvo, Inc. (INUV)
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) October 13, 2021
| 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 MKT |
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 13, 2021, Inuvo, Inc. issued a press release regarding preliminary financial performance for Q3 2021. A copy of the preliminary earnings release is being furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K under this caption and accompanying exhibit is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 7.01 REGULATION FD DISCLOSURE.
On October 13, 2021, Inuvo, Inc. released an updated investor relations presentation.
A copy of the updated presentation is attached as Exhibit 99.2, and is incorporated by reference into this Current Report on Form 8-K.
The information in this Current Report on Form 8-K under this caption and accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
99.1 Press Release for preliminary Q3 2021 financial results.
99.2 Investor Relations Presentation
| 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.
| INUVO, INC. | ||
|---|---|---|
| Date: October 13, 2021 | By: | /s/ John Pisaris |
| John Pisaris, General Counsel |
EXHIBIT INDEX
99.1 Press Release for preliminary Q3 2021 financial results.
99.2 Investor Relations Presentation
Document
Inuvo Announces Preliminary Third Quarter 2021 Revenue of $16.5 Million, 79% Year-Over-Year Growth
LITTLE ROCK, Ark., October 13, 2021 (GLOBE NEWSWIRE) -- Inuvo, Inc. (NYSE American: INUV), a leading provider of marketing technology, powered by artificial intelligence (AI) that serves brands and agencies, today announced preliminary unaudited revenue for the third quarter of 2021 totaling an estimated $16.5 million, an increase of approximately 79% year-over-year, as compared to the third quarter of 2020, and approximately 31% sequentially as compared to the second quarter of 2021. IntentKey and ValidClick revenues are expected to be up roughly 62% and 21% sequentially.
Rich Howe, Chief Executive Officer of Inuvo, commented, “Our growth rate accelerated in the third quarter with exceptional year-over-year and quarter-over-quarter performance across both product lines. September was a particularly strong month for new business contracts, which would suggest continued growth throughout the remainder of the year and a return to positive adjusted EBITDA within the fourth quarter of 2021.”
The preliminary financial information in this press release has been prepared internally by management and has not been reviewed or audited by our independent registered public accounting firm. There can be no assurance that actual results will not differ from the preliminary financial information presented herein and such changes could be material. This preliminary financial data should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.
Inuvo will be presenting in track 2 at the LD Micro Main Event today, October 13, 2021, where we will highlight the Artificial Intelligence technology behind the Q3 sales growth.
About Inuvo
Inuvo®, Inc. (NYSE American: INUV) is a market leader in Artificial Intelligence built for advertising. Its IntentKey AI solution is a first-of-its-kind proprietary and patented technology capable of identifying and actioning to the reasons why consumers are interested in products, services, or brands, not who those consumers are. 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. 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, 2020 and our other filings with the SEC. In addition, our expectations about third quarter 2021 results are based on preliminary unreviewed information about the third quarter and are subject to revision. Although the third quarter is now completed, we are still in the process of our standard financial reporting closing procedures. Accordingly, following completion of our normal quarter closing and review processes, it may turn out that actual results differ materially from these preliminary results. Factors that could cause our actual results for the third quarter to differ materially from our preliminary results include, but are not limited to, inaccurate assumptions, unrecorded expenses, changes in estimates or judgments, and facts or
Page 1
circumstances affecting the application of our critical accounting policies. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Inuvo, Inc. and are difficult to predict. 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.
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
Page 2
ldmicropresentation
Inuvo At A Glance IntentKey™ Artificial Intelligence for Marketing & Advertising 1 Inuvo CEO, Engineer, Acxiom strategist, built, acquired, and sold numerous technology businesses. Rich Howe First-of-its-kind AI based advertising technology Headquarters in Little Rock and San Jose Strong 2021 and future growth potential NYSE:INUV with $17M cash, NWC of 2.7, no debt Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission. Inuvo board/investor, direct marketing legend, built multibillion- dollar Acxiom & LiveRamp. Charles Morgan Richard.Howe@inuvo.com Wally Ruiz Wally.Ruiz@inuvo.com Inuvo CFO with multiple public & private company experiences
Safe Harbor Statement / Non-Disclosure Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission. This presentation includes or incorporates by reference statements that constitute 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. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include, but are not limited to, information or assumptions about expenses, capital and other expenditures, financing plans, capital structure, cash flow, liquidity, management’s plans, goals and objectives for future operations and growth. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could cause actual performance or results to differ materially from those expressed in or suggested by forward-looking statements. These statements are based on the current expectations or beliefs of the Company’s management and are subject to various known and unknown risks that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, product demand, pricing, market acceptance, changing economic conditions, risks in product and technology development, the effect of the Company's accounting policies, increasing competition, the Company’s ability to integrate companies and businesses acquired by it and certain other risk factors, including those that are set forth from time to time in the Company's filings with the United States Securities and Exchange Commission, which may cause the actual results, performance and achievements of the Company to be materially different from any future results, performance and achievements implied by such forward-looking statements.
Inuvo’s Revenue by Quarter Q3-2021 expected to be 79% higher than Q3-2020. IntentKey & ValidClick up roughly 62% & 21% sequentially $7.6 $9.2 $12.9 $10.6 $12.6 $0.0 $0 $2 $4 $6 $8 $10 $12 $14 $16 $18 Q2-2020 Q3-2020 Q4-2020 Q1-2021 Q2-2021 Q3-2021 Q4-2021 Q ua rt er ly R ev en ue in M ill io ns Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission. Guidance not yet provided for Q4 which is typically our best quarter. $17M cash, no debt, a NWC ratio of 2.7 and an unused $5M borrowing facility at the end of Q2-2021
Advertising Industry Advertising Technology Privacy Driven Consumer Data Driven Incumbent tech will struggle to change Market - Advertisings Transformation Agencies and incumbent AdTech companies facing significant challenges heading into 2022 Creatively Driven Technologically Driven Agencies will struggle to differentiate OLD NEW CONSEQUENCE OLD NEW CONSEQUENCE
Brand or Product Urban Living Frequent Business Traveler Married with 2 Children (10 and 8) Runner Enthusiast Male Age 30-45 Dual HHI: $150,000 College Degree Technology Interests We start anonymous, we stay anonymous – Competitors move back and forth between anonymous and identity. Privacy - Determining WHY not WHO The IntentKey is artificial intelligence that does not require consumer data and can predict the more valuable answer to the question “why are people interested in my products/service/brand?” Competitors use persistent identifiers that allow tracking & onboarding of third-party data. Short Snout Sleep Quality Noise Canceling Sleep Aid Snoring Dog Difficulty Breathing Pug Brachycephalic Syndrome Inuvo uses anonymous signals derived by Artificial Intelligence without consumer data. Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission.
Travel Music Apnea Battery Life Sleep Aids Noise Canceling Headphones Snoring Dog Sleep Difficulty Breathing Pugs Bulldogs Study Pills Health Planes Artificial Intelligence - Determining Intent 100 billion times daily, the IntentKey™ interprets content & path to determine WHY a URL is visited. AI understands the signal path(s) that led to this page. AI determines the intent signals associated with any page which are often unrelated to the page. Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission. WHY SIGNALS Beds 14.98 Quality Sleep 47.37 Pugs 41.34 Pets 49.10 Snoring 51.11 Headphones 50.00 Noise Canceling 29.23 Sleep 48.21 Beds insomnia Sleep Quality
AI determines the reason WHY a conversion is occurring every 5 minutes. Ad Delivery – Matching WHY Signals The IntentKey™ matches the WHY of a conversion event with WHY a URL is being visited. AI determines the reason WHY content is being consumed at this exact moment. Place Advertising Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission. SIGNAL MATCH Beds 14.98 Quality Sleep 47.37 Pugs 41.34 Pets 49.10 Snoring 51.11 Headphones 50.00 Noise Canceling 29.23 Sleep 48.21 Display Video Native CTV Audio LTVSocial Search
Performance - Sample Brands Served We have a simple philosophy, everything we do has to work. In 2021, client goals have been exceeded by 60%. 8 Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission.
Reasons to be Excited about INUVO STRONG BALANCE SHEET With roughly $17M cash, NWC ratio of 2.7 and no debt. Inuvo plans to fund growth both organically and through accretive M&A. PROVEN CLIENT PERFORMANCE We have a simple philosophy, everything we do has to work. Inuvo delivers unmatched campaign performance that has outperformed client branding and performance goals on average by 60% in 2021. DISRUPTIVE AI TECHNOLOGY The performance of $80 billion dollars of media spend is expected to be significantly impacted by the loss of 3rd party cookies and data. The IntentKey is poised to take market share. SCALABLE SaaS & SERVICES Inuvo’s platforms offer the top line scalability of a services business model combined with the bottom-line margins associated with SaaS. Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission.
Get in Touch Richard Howe, CEO Richard.Howe@inuvo.com Wally Ruiz, CFO Wally.Ruiz@inuvo.com Information in this presentation is considered confidential and proprietary to Inuvo and should not be disclosed or shared with others without Inuvo’s permission.