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0000829323
2021-01-22
2021-01-22
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 22, 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. ☐
On January 22, 2021, Inuvo, Inc. (the “Company”) closed
its previously announced registered direct offering (the
“Offering”) of an aggregate of 5,681,817 shares of the
Company’s common stock, par value $0.001 per share (the
“Common Stock”), at a price of $1.10 per share, for
gross proceeds to the Company of approximately $6,250,000, before
deducting placement agent fees and other offering expenses.
Following the Offering, the Company had an aggregate of 117,153,739
shares of Common Stock outstanding.
A copy of the opinion of Clark Hill PLC relating to the legality of
the issuance and sale of the shares of Common Stock is attached as
Exhibit 5.1 hereto.
On January 22, 2021, the Company issued a press release announcing
the closing of the Offering. A copy of the press release is
furnished as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No.
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Description
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Opinion
of Clark Hill PLC
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Consent
of Clark Hill PLC (included in Exhibit 5.1)
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Press
release dated January 22, 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 22, 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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Opinion
of Clark Hill PLC
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Consent
of Clark Hill PLC (included in Exhibit 5.1)
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Press
release dated January 22, 2021
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