0000829323-20-000065.txt : 20201009 0000829323-20-000065.hdr.sgml : 20201009 20201009082335 ACCESSION NUMBER: 0000829323-20-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201009 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20201009 DATE AS OF CHANGE: 20201009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inuvo, Inc. CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32442 FILM NUMBER: 201232128 BUSINESS ADDRESS: STREET 1: 500 PRESIDENT CLINTON AVE., STE. 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 501-205-8508 MAIL ADDRESS: STREET 1: 500 PRESIDENT CLINTON AVE., STE. 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 FORMER COMPANY: FORMER CONFORMED NAME: INUVO, INC. DATE OF NAME CHANGE: 20090810 FORMER COMPANY: FORMER CONFORMED NAME: KOWABUNGA! INC. DATE OF NAME CHANGE: 20081106 FORMER COMPANY: FORMER CONFORMED NAME: THINK PARTNERSHIP INC DATE OF NAME CHANGE: 20060315 8-K 1 a8-kx1092020.htm 8-K Document



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 7, 2020
 

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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
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 9, 2020, Inuvo, Inc. issued a press release regarding preliminary financial performance for Q3 2020. 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 exhibits are 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 5.07           SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.

On October 7, 2020, Inuvo, Inc. (“Inuvo”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purposes of (i) approving and adopting the ratification and validation of the amendment to Inuvo’s articles of incorporation to increase the number of authorized shares of Inuvo’s common stock, $0.001 par value per share (“Common Stock”), that Inuvo may issue from 60,000,000 to 100,000,000 (the “Ratification Proposal”); and (ii) approving one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of additional proxies in the event there are not sufficient votes present at the Special Meeting in person or by proxy, or at any adjournment or postponement of that Special Meeting, to approve and adopt the Ratification Proposal (the “Adjournment Proposal”).
As of the close of business on August 21, 2020, the record date of the Special Meeting, 97,544,947 shares of Common Stock were outstanding. Each holder of record as of that date was entitled to one vote for each share of Common Stock held, except that pursuant to Section 78.0296 of the Nevada Revised Statutes, the voting power of any shares issued or purportedly issued pursuant to the corporate act being ratified or validated by the Ratification Proposal must be disregarded for all purposes. In other words, for purposes of the Ratification Proposal, Inuvo must disregard all shares of Common Stock issued above 60,000,000 (the “Disregarded Shares”) when determining (i) the total number of outstanding shares of Common Stock entitled to vote on the Ratification Proposal and (ii) the total number of shares that need to be voted in favor of such Ratification Proposal to make the same effective. Therefore, to be approved, the Ratification Proposal required “FOR” votes from the holders of a majority of the shares of Common Stock outstanding as of the record date without including the Disregarded Shares.

There were an aggregate of 73,613,391.9 shares of Common Stock, and at least 36,068,444.9 non-Disregarded Shares, or at least 60.1%, of the shares of Common Stock entitled to vote at the Special Meeting, represented in person or by proxy at the Special Meeting. Set forth below are the matters acted upon by the stockholders at the Special Meeting, and the final voting results of each such proposal.

PROPOSAL 1 – RATIFICATION PROPOSAL

The “FOR” votes include at least 30,736,784 non-Disregarded Shares or at least 51.2% of Inuvo’s total outstanding non-Disregarded Shares and the Ratification Proposal was approved. The Ratification Proposal received the following votes, including Disregarded Shares:



For
Against
Abstaining
65,068,196.9
8,347,123.0
198,072.0

The Adjournment Proposal was withdrawn because Inuvo’s stockholders approved and adopted the Ratification Proposal, as noted above.




ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS


(d)           Exhibits.

 
 
 
 

Exhibit No.    Description

99.1        Press Release for preliminary Q3 2020 financial results.




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 9, 2020
By:
/s/ John Pisaris
 
 
         John Pisaris, General Counsel

 
 
 
 




EXHIBIT INDEX

 
 
 
 


 EX-99.1 2 pr-10920.htm EXHIBIT 99.1 Exhibit

Inuvo Preliminary Third Quarter 2020 Revenue Totals $9.2 Million, Driven by Approximately 50% Sequential Revenue Growth from IntentKey

LITTLE ROCK, AR – October 9, 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 preliminary unaudited revenues of $9.2 million for the third quarter ending September 30, 2020. Sequential growth was primarily attributable to the IntentKey where third quarter over second quarter 2020 growth in revenue is expected to exceed 50%.

The IntentKey, Inuvo’s proprietary machine-learning platform, and ValidClick, a marketing services business, are expected to account for roughly 32% and 68% of third quarter revenue, respectively.

Richard Howe, CEO of Inuvo, commented, “At roughly 50% sequential and 15% year-over-year growth, the IntentKey is recovering faster than ValidClick where we expect roughly 10% sequential growth, while still down over 40% on a year-over-year basis. It’s an encouraging sign that both our product lines are expected to deliver sequential growth in the third quarter against a COVID-19 headwind that continues to impact marketing budgets.”

Mr. Howe added, “The performance of IntentKey client campaigns continued to look strong in Q3, including a connected TV test with a national client where performance beat the control group by a significant margin.”

At September 30, 2020 Inuvo had approximately $9.5 million in cash, positive net working capital of approximately $7.1 million and roughly $1.3 million in debt most of which the company expects to retire by year-end. The Company remains focused on growing its AI technology, the IntentKey, where there is believed to be a technological and competitive advantage.

The preliminary financial information in this press release has been prepared internally by management and has not been reviewed 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 and is not necessarily indicative of the results to be achieved for any future period.


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

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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.

Safe Harbor / Forward-Looking Statements / Disclosures
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, 2019 as filed on May 12, 2020 and our other filings with the SEC. In addition, our expectations about third quarter 2020 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-end 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 2020 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 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. 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 Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
Tel (212) 896-1254
Valter@KCSA.com

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