0000829323
false
0000829323
2021-01-14
2021-01-14
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 14,
2021
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)
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(Commission File Number)
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(IRS Employer Identification No.)
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500 President
Clinton Ave., Ste.
300, Little
Rock, Arizona
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72201
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(501)
205-8508
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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:
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
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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 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 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 14, 2021, Inuvo Inc., or the Company, entered into a
Securities Purchase Agreement (the “Purchase
Agreement”) with certain
institutional investors (the “Purchasers”)
for the sale by the Company in a registered direct offering (the
“Offering”)
of 13,333,334 shares of the Company’s common stock, par value
$0.001 per share (the “Common
Stock”) at a purchase
price per share of Common Stock of $0.60 per
share.
The aggregate gross proceeds for the sale of the shares of Common
Stock will be approximately $8.0 million, before deducting the
placement agent fees and related expenses. The Company intends to use the
net proceeds for general working capital. The Offering is expected to close on January 19,
2021, subject to customary closing conditions.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company and the Purchasers and
customary indemnification rights and obligations of the parties.
Pursuant to the terms of the Purchase Agreement, the Company has
agreed to certain restrictions on the issuance and sale of its
shares of Common Stock or Common Stock Equivalents (as defined in
the Purchase Agreement) during the 90-day period following the
closing of the Offering.
A.G.P./Alliance Global Partners acted as the sole placement agent
(the “Placement
Agent”) for the Company
on a “reasonable best efforts” basis in connection with
the Offering. The Company entered into a Placement Agency
Agreement, dated as of January 14, 2021, by and between the Company
and the Placement Agent (the “Placement Agency
Agreement”). Pursuant to
the Placement Agency Agreement, the Placement Agent will be
entitled to a cash fee of 7% of the gross proceeds paid to the
Company for the securities, reimbursement for accountable legal
expenses incurred by it in connection with the Offering of up to
$50,000, and up to $15,000 for reimbursement of certain
out-of-pocket expenses.
The shares of Common Stock sold in the Offering were offered and
sold by the Company pursuant to an effective shelf registration
statement on Form S-3 (File No. 333-239147) (the
“Registration
Statement”), which was
initially filed with the Securities and Exchange Commission on June
12, 2020, and was declared effective on June 25, 2020. The Company
will file a prospectus supplement with the SEC in connection with
the sale of the Common Stock.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement. In addition, such representations,
warranties and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreement and not as
statements of fact, and (ii) may apply standards of materiality in
a way that is different from what may be viewed as material by
stockholders of, or other investors in, the Company. Accordingly,
the Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the transaction,
and not to provide investors with any other factual information
regarding the Company. Stockholders should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be
fully reflected in public disclosures.
The foregoing descriptions of the Purchase Agreement and the
Placement Agency Agreement are not complete and are qualified in
their entireties by reference to the full text of the Purchase
Agreement and the Placement Agency Agreement, copies of which are
filed herewith as Exhibit 10.1 and Exhibit 1.1, respectively, to
this Current Report on Form 8-K and are incorporated by reference
herein.
This Current Report on Form 8-K does not constitute an offer to
sell any securities or a solicitation of an offer to buy any
securities, nor shall there be any sale of any securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
On January 14, 2021, the Company issued a press release announcing
the pricing of the Offering of Common Stock. A copy of the press
release is attached 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.
Exhibit No.
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Description
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Placement
Agency Agreement, dated January 14, 2021 by and between
A.G.P./Alliance Global Partners and Inuvo, Inc.
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Form of
Securities Purchase Agreement dated January 14, 2021 by and between
Inuvo, Inc. and the purchasers listed therein
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Press
release dated January 14, 2021
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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: January 14, 2021
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By:
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/s/ John B.
Pisaris
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John B. Pisaris, General Counsel
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EXHIBIT INDEX
Exhibit No.
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Description
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Placement
Agency Agreement, dated January 14, 2021 by and between
A.G.P./Alliance Global Partners and Inuvo, Inc.
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Form of
Securities Purchase Agreement dated January 14, 2021 by and between
Inuvo, Inc. and the purchasers listed therein
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Press
release dated January 14, 2021
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