inuv_s8
As
filed with the Securities and Exchange Commission on January 25,
2021
Registration
No.: 333- ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
INUVO, INC.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
87-0450450
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
500 President Clinton Avenue, Suite 300, Little Rock,
AR
|
72201
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
2010 Equity Compensation Plan
|
(Full
title of the plan)
|
John B. Pisaris, Esq.
General Counsel
Inuvo, Inc.
500 President Clinton Avenue, Suite 300
Little Rock, AR 72201
|
(Name
and address of agent for service)
|
(501) 205-8508
|
(Telephone
number, including area code, of agent for service)
|
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act.
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☒
|
|
|
Emerging
growth company
|
☐
|
|
|
|
|
If an
emerging growth company, indicate by check mark if the registrant
has elected to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
|
☐
|
CALCULATION OF REGISTRATION FEE
Title
of securities to be registered
|
Amount to be registered (1)
|
Proposed maximum offering price per
share(2)
|
Proposed maximum aggregate offering
price (2)
|
Amount of registration fee (2)
|
Common stock, par
value $0.001 per share
|
750,000
|
$1.31
|
$982,500
|
$107.19
|
(1)
To the extent
permitted by Rule 416, this registration statement also covers an
indeterminate number of additional shares of common stock of Inuvo,
Inc. as may be issuable as a result of the anti-dilution provisions
pursuant to future stock splits, stock dividends or similar
transactions.
(2)
Estimated solely
for purposes of calculating the registration fee pursuant to Rule
457(c) and (h) under the Securities Act of 1933, as amended, based
on the average of the high and low prices per share of the
registrant’s common stock as reported on the NYSE American on
January 19, 2021.
EXPLANATORY NOTE
This
registration statement on Form S-8 of Inuvo, Inc. relating to
750,000 shares of common stock, par value $0.001 per share,
issuable under the Inuvo, Inc. 2010 Equity Compensation Plan (the
“Plan”), which common
stock is in addition to the: (i) 700,000 shares (taking into
account a 1-for-10 reverse stock split on December 10, 2010) of
common stock registered by us on a registration statement on Form
S-8 filed with the Securities and Exchange Commission (the
“SEC”)
on September 2, 2010 (File No. 333-169158); (ii) 2,685,945 shares
of common stock registered by us on a registration statement on
Form S-8 filed with the SEC on February 29, 2012 (File No.
333-179790); (iii) 450,000 shares of common stock registered by us
on a registration statement on Form S-8 filed with the SEC on April
29, 2015 (File No. 333-203732); and (iv) 746,073 shares of common
stock registered by us on a registration statement on Form S-8
filed with the SEC on September 1, 2017 (File No. 333-220320)
(collectively, the “Prior Registration
Statements”).
The
Plan contains an “evergreen formula” pursuant to which
the number of shares of common stock available for issuance under
the Plan will automatically increase on the first trading day of
January each calendar year during the term of the Plan, beginning
with calendar year 2011, by an amount equal to 1% of the total
number of shares of our common stock outstanding on the last
trading day in December of the immediately preceding calendar year,
up to a maximum annual increase of 250,000 shares of common stock.
This registration statement includes: (i) 250,000 shares of common
stock as a result of the evergreen increase on January 1, 2018;
(ii) 250,000 shares of common stock as a result of the evergreen
increase on January 1, 2019; and (iii) 250,000 shares of common
stock as a result of the evergreen increase on January 1, 2020. As
a result of the foregoing, the number of shares of common stock
reserved under the Plan is now 5,332,018.
This
registration statement relates to the same class as those to which
the Prior Registration Statements relate and is filed pursuant to
Instruction E of the General Instructions to Form S-8 regarding
registration of additional securities. Pursuant to Instruction E of
Form S-8, the contents of the Prior Registration Statements, to the
extent relating to the registration of shares of common stock under
the Plan and except as otherwise set forth in this registration
statement, are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item
3.
Incorporation
of Documents by Reference.
The Securities and Exchange Commission allows us
to “incorporate by reference” the information we file
with them, which means that we can disclose important information
to you by referring you to those documents. The information
incorporated by reference is considered to be part of this
prospectus, and later information filed with the Securities and
Exchange Commission will update and supersede this information. We
incorporate by reference the documents listed below that we have
previously filed with the SEC, except that information furnished
under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or
any other filing where we indicate that such information is being
furnished and not “filed” under the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”), is not deemed to
be filed and not incorporated by reference
herein:
●
Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019 (filed on May 12, 2020), as amended on June 22,
2020;
●
Company’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2020 (filed on May 15, 2020), June 30, 2020 (filed on August
14, 2020), and September 30, 2020 (filed on November 9,
2020);
●
Company’s
Current Reports on Form 8-K filed on March 17, 2020, March 20,
2020, March 26, 2020, March 27, 2020, March 30, 2020, April 1,
2020, April 2, 2020, April 20, 2020, May 1, 2020, June 4, 2020,
June 8, 2020, July 1, 2020, July 23, 2020, July 27, 2020, October
9, 2020 (Item 5.07 only), October 16, 2020, November 16, 2020,
December 16, 2020, January 14, 2021, January 19, 2021, January 20,
2021, and January 22, 2021;and
●
The
description of the Company’s common stock that is contained
in our registration statement on Form 8-A, filed with the
Securities and Exchange Commission on February 28, 2005, as amended
on February 29, 2008 (File No. 1-32442) under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
Except
to the extent that information is deemed furnished and not filed
pursuant to securities laws and regulations, all documents filed by
the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act and all reports on Form 8-K subsequent to the date
hereof and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part
hereof from the dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
|
No.
|
|
Exhibit Description
|
|
Form
|
|
Date Filed
|
|
Number
|
|
Herewith
|
|
|
Inuvo, Inc. 2010 Equity Compensation Plan
|
|
DEF14A
|
|
4/30/10
|
|
Appendix A
|
|
|
|
|
Amendment No. 1 to the Inuvo, Inc. 2010 Equity Compensation Plan,
dated February 29, 2012
|
|
S-8
|
|
2/29/2012
|
|
99.2
|
|
|
|
|
Opinion of General Counsel of Inuvo, Inc.
|
|
|
|
|
|
|
|
Filed
|
|
|
Consent of Mayer Hoffman McCann P.C.
|
|
|
|
|
|
|
|
Filed
|
|
|
Consent of General Counsel of Inuvo, Inc. (included in Exhibit
5.1)
|
|
|
|
|
|
|
|
Filed
|
|
|
Power of Attorney (set forth on the signature pages to this
registration statement)
|
|
|
|
|
|
|
|
Filed
|
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Little Rock,
State of Arkansas on January 25, 2021
|
Inuvo, Inc.
|
|
|
|
By: /s/ Richard K.
Howe
|
|
Richard K. Howe, Chief Executive Officer
|
Each
person whose signature appears below hereby constitutes and
appoints Richard K. Howe his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
and supplements to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
|
|
/s/ Richard K.
Howe
Richard K. Howe
|
Chief Executive Officer, director, principal executive
officer
|
January 25, 2021
|
|
|
|
/s/ Wallace D.
Ruiz
Wallace D. Ruiz
|
Chief Financial Officer, principal financial and accounting
officer
|
January 25, 2021
|
|
|
|
/s/ Charles D.
Morgan
Charles D. Morgan
|
Director
|
January 25, 2021
|
|
|
|
/s/ Gordon J.
Cameron
Gordon J. Cameron
|
Director
|
January 25, 2021
|
/s/ G. Kent
Burnett
G. Kent Burnett
|
Director
|
January 25, 2021
|