8-K

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 17, 2019

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(s)	Name of each exchange on which registered
Common Stock	INUV	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined 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).

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 July 17, 2019, Inuvo, Inc. (the “Company”) issued 2,062,500 shares of its common stock to Roth Capital Partners (the “Underwriter”) in connection with the Underwriter fully exercising its over-allotment option at the public offering price of $0.30 per share. After giving effect to the full exercise of the over-allotment option, the total number of shares sold by the Company in the public offering increased to 15,812,500 shares and gross proceeds increased to approximately $4.7 million. The Company intends to use the over-allotment proceeds for general corporate purposes, including working capital and investment in its IntentKeyTM technology.

A copy of the press release announcing the closing of exercise of the over-allotment exercise is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Item 8.01 and Exhibit 99.1 contain forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

ITEM 9.01            FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press release dated July 17, 2019.

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:  July 17, 2019	By:	/s/ John Pisaris
		John Pisaris
		General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 17, 2019.

EX-99.1

Exhibit 99.1

Inuvo, Inc. Announces Exercise of Over-Allotment Option

LITTLE ROCK, AR., July 17, 2019 (GLOBE NEWSWIRE) --  Inuvo, Inc. (NYSE American: INUV), a leading provider of marketing technology, powered by artificial intelligence that serves brands and agencies, today announced that in connection with its previously announced underwritten public offering of common stock, Roth Capital Partners, who acted as sole manager for the offering, has exercised its option to purchase an additional 2,062,500 shares pursuant to its over-allotment option at a public offering price of $0.30 per share. After giving effect to the full exercise of the over-allotment option, the total number of shares sold by Inuvo in the public offering increased to 15,812,500 shares and total gross proceeds increased to approximately $4.7 million. The Company intends to use the over-allotment proceeds for general corporate purposes, including working capital and investment in its IntentKeyTM technology. Inuvo’s sale of common stock to Roth Capital Partners under the over-allotment option has closed today.

Inuvo intends to use the net proceeds from the offering for general corporate purposes, including working capital and investment in its IntentKeyTM technology.

A shelf registration statement relating to the shares of common stock issued in the offering was filed with the Securities and Exchange Commission (the “SEC”) and has been declared effective. Copies of the prospectus supplement and accompanying prospectus have been filed with the SEC and may be obtained from Roth Capital Partners, LLC, Attention: Equity Capital Markets, 888 San Clemente Drive, Newport Beach, California 92660, by telephone at (800) 678-9147 or e-mail at rothecm@roth.com, or by accessing the SEC’s website at 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, visitwww.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 regarding intended use of proceeds from the offering. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of our business and other risks detailed from time to time in our filings with the Securities and Exchange Commission, 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. We do not assume any obligation to update any forward-looking statements.

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