Attached files
file | filename |
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EX-99.8 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex998.htm |
EX-99.9 - PRESS RELEASE - Inuvo, Inc. | inuv_ex999.htm |
EX-99.7 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex997.htm |
EX-99.6 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex996.htm |
EX-99.5 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex995.htm |
EX-99.4 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex994.htm |
EX-99.3 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex993.htm |
EX-99.2 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex992.htm |
EX-99.1 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex991.htm |
EX-2.5 - FORM OF 10% PROMISSORY NOTE - Inuvo, Inc. | inuv_ex25.htm |
EX-2.4 - REGISTRATION RIGHTS AGREEMENT - Inuvo, Inc. | inuv_ex24.htm |
EX-2.3 - 10% SENIOR UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE - Inuvo, Inc. | inuv_ex23.htm |
EX-2.2 - SECURITIES PURCHASE AGREEMENT - Inuvo, Inc. | inuv_ex22.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER - Inuvo, Inc. | inuv_ex21.htm |
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) November 1, 2018
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, AR
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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):
☒
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into
a Material Definitive Agreement
Merger
Agreement and Support Agreements
On
November 2, 2018, Inuvo, Inc., a Nevada corporation (the
“Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with ConversionPoint
Technologies, Inc., a Delaware corporation (“CPT”),
ConversionPoint Holdings, Inc., a Delaware corporation and
wholly-owned subsidiary of CPT (“Parent”), CPT Merger
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
Parent (“CPT Merger Sub”), and CPT Cigar Merger Sub,
Inc., a Nevada corporation and wholly-owned subsidiary of Parent
(“Inuvo Merger Sub”). The Merger Agreement provides
that, upon the terms and subject to the conditions set forth
therein, the Company will merge with and into Inuvo Merger Sub with
the Company as the surviving corporation in the Inuvo Merger (the
“Inuvo Merger”), and CPT merging with and into CPT
Merger Sub with CPT as the surviving corporation in the CPT Merger
(the “CPT Merger” and collectively with the Inuvo
Merger, the “Mergers”). Upon consummation of the
Mergers, CPT and Inuvo will be wholly-owned subsidiaries of Parent.
Immediately following consummation of the Mergers, Parent shall
change its name to ConversionPoint Technologies, Inc. The Merger
Agreement was unanimously approved by the Board of Directors of
each of the Company, CPT, Parent, CPT Merger Sub, and Inuvo Merger
Sub.
Upon
the terms and subject to the conditions set forth in the Merger
Agreement, at the effective time of the Merger (the
“Effective Time”), the Company’s shareholders
will be entitled to receive $0.45 in cash and 0.18877 shares of
Parent common stock for each share of common stock of the Company,
and CPT’s stockholders will be entitled to receive 0.9840
shares of Parent common stock for each share of common stock of
CPT. Each outstanding option to acquire a share of the
Company’s common stock will be converted into an option to
acquire 0.2370 shares of Parent’s common stock. In addition,
unvested restricted stock units will vest in full immediately prior
to consummation of the Mergers and will be entitled to receive the
merger consideration. No fractional shares of Parent common stock
will be issued in the Mergers and Parent stockholders and CPT
stockholders will receive cash in lieu of any fractional
interests.
The
Merger Agreement contains customary representations and warranties
from each party to the agreement, and each party has agreed to
customary covenants, including, among others, covenants relating to
(1) the conduct of the CPT’s and the Company’s
businesses during the interim period between the execution of the
Merger Agreement and the closing of the Mergers, (2) the
Company’s obligations to facilitate its shareholders’
consideration of, and voting upon, the Merger Agreement and the
Inuvo Merger, (3) CPT’s obligations to facilitate its
stockholders’ consideration of, and voting upon, the Merger
Agreement and the CPT Merger, (4) the recommendation by the Board
of Directors of the Company in favor of approval of the Merger
Agreement and the Inuvo Merger by the Company’s shareholders,
and (5) the Company’s non-solicitation obligations relating
to alternative business combination transactions.
The
completion of the Merger is subject to (1) the approval of
CPT’s stockholders and the Company’s shareholders, (2)
regulatory approvals, (3) the closing of financing to the Parent of
$36,000,000 (the “Financing”), (4) the approval of the
listing of shares of Parent’s common stock on NASDAQ and
conditional approval for listing on the TSX, (5) the delivery of
customary opinions from counsel to the CPT and the Company to the
effect that the Mergers will qualify as a tax-free exchange for
federal income tax purposes (6) Parent entering into separation
agreements with Mr. Howe, the Company Chief Executive Officer, Mr.
Ruiz, the Company’s Chief Financial Officer and Secretary,
and Mr. Pisaris, the Company’s General Counsel, and (7) other
customary closing conditions. Immediately following the Mergers,
Richard K. Howe will serve as non-executive chairman of the board
of directors of the Parent and an additional individual appointed
by Inuvo shall serve on the seven member board of directors of the
Parent.
The
Mergers and the Financing, taken together, are intended to qualify
as an “exchange” governed by Section 351 of the
Internal Revenue Code.
The
Merger Agreement contains customary termination rights for both the
Company and CPT and further provides that (1) a termination
payment of approximately $2.8 million will be payable by the
Company to CPT in certain circumstances; and (2) a termination
payment of approximately $2.8 million will be payable by CPT to the
Company in certain circumstances, including if the Parent fails to
consummate the Financing by May 31, 2019.
The
foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, which is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.
The
Merger Agreement has been included to provide investors and
security holders with information regarding its terms. It is not
intended to provide any other factual or financial information
about the Company, CPT, or the Parent, or their respective
subsidiaries and affiliates. The representations, warranties and
covenants contained in the Merger Agreement were made only for
purposes of that agreement and as of specific dates; are solely for
the benefit of the parties to the Merger Agreement; may be subject
to limitations agreed upon by the parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts; and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and
covenants or any description thereof as characterizations of the
actual state of facts or condition of the Company, CPT, or Parent
or any of their respective subsidiaries or affiliates. The Merger
Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding the companies and
the Mergers that will be contained in, or incorporated by reference
into, the joint proxy statement/prospectus that the parties will
file in connection with the Mergers, as well as in the other filing
that the Company makes with the SEC.
As a
condition to CPT’s willingness to enter into the Merger
Agreement, the Company and each of the directors and officers of
the Company have entered into Support Agreements with CPT, Parent,
CPT Merger Sub, Inuvo Merger Sub, and Inuvo, dated as of November
2, 2018 (the “Support Agreements”), pursuant to which
the directors and officers have agreed to vote their common shares
of the Company in favor of the Inuvo Merger. Each Support Agreement
terminates on the earlier of (1) the consummation of the Inuvo
Merger, and (2) the termination of the Merger Agreement in
accordance with its terms.
The
foregoing description of the Support Agreements does not purport to
be complete and is qualified in its entirety by reference to the
full text of each Support Agreement, which are each attached hereto
as Exhibits 99.1-99.8 and are incorporated herein by
reference.
Subordinated
Promissory Notes
On
November 1, 2018, the Company and CPT Investments, LLC, an
affiliate of CPT (the “Noteholder”) entered into a
Securities Purchase Agreement (the “Securities Purchase
Agreement”), pursuant to which the Company issued and sold a
$1,000,000 principal amount, 10% interest, senior unsecured
subordinated convertible promissory note (the “Subordinated
Promissory Note”) to the Noteholder. The proceeds of the
Subordinated Promissory Notes will be used for working
capital.
The
Subordinated Promissory Note, which bears interest at the rate of
10% per annum, and the principal and accrued interest is due on
November 1, 2021. The maturity date of the Subordinated Promissory
Note is subject to acceleration in the event (i) the Closing (as
that term is defined in the Merger Agreement) occurs pursuant to
the Merger Agreement, in which event the maturity date is
accelerated to the fifth day after the Closing Date (as that term
is defined in the Merger Agreement), or (ii) immediately upon an
Event of Default (as that term is defined in the Subordinated
Promissory Note). The Company has the right to prepay the amounts
due under the Subordinated Promissory Note at any time, upon 15
days prior written notice to the Noteholder, subject to the terms
of the Subordinated Promissory Note and Noteholder consent. The
Company’s obligations under the Subordinated Promissory Note
are unsecured and subordinate to the Company’s obligations to
Western Alliance Bank, a secured lender of the
Company.
In the
event Merger Agreement is terminated, and providing that the shares
issuable upon the possible conversion of the Subordinated
Promissory Note have been approved for listing on the NYSE
American, the Noteholder may, upon 15 days written notice to the
Company, elect to convert all or any portion of the principal and
accrued and unpaid interest due under the Subordinated Promissory
Note into shares of the Company’s common stock at a
conversion price of $0.44 per share, or $0.35 per share if the
Merger Agreement is terminated for any reason other than in
connection with a Superior Proposal (as defined in the Merger
Agreement). The conversion prices are subject to proportional
adjustment in the event of stock split or adjustments. The
Subordinated Promissory Note also contains a provision limiting the
Company’s ability to issue any shares of its common stock
upon any voluntary conversion by the Noteholder which, when
aggregated with all shares of its common stock issued pursuant to a
conversion of the Subordinated Promissory Note, would exceed 19.99%
of the Company’s issued and outstanding shares of common
stock immediately preceding the issuance of the note without first
obtaining stockholder approval in accordance with the rules of the
NYSE American.
On
November 1, 2018, the Company also entered into a Registration
Rights Agreement (the “Registration Rights Agreement”)
with the Noteholder covering the shares of the Company’s
common stock which may be issued upon a conversion of the
Subordinated Promissory Note. Under the terms of this agreement,
the Company agreed to file a registration statement with the SEC
covering the resale of such shares by the 15th calendar day after
the termination of the Merger Agreement (or the 30th calendar day
after the termination of the Merger Agreement in the event the
registration statement is filed on Form S-1) and thereafter use
best efforts to cause the staff of the SEC to declare such
registration statement effective as soon as possible. In the event
it is determined that the Company may effect the registration of
such shares by filing a prospectus supplement to the
Company’s shelf registration statement, in in lieu of filing
a resale registration statement, the Company agreed to file a
prospectus supplement to the shelf registration statement covering
the issuance of such shares upon a conversion of the Subordinated
Promissory Note. The Company also granted the Noteholder piggy-back
registration rights over the shares of the Company’s common
stock issued upon a conversion of the Subordinated Promissory Note
in the event such shares are not covered by an effective
registration statement. The Company is obligated to pay all costs
associated with the preparation and filing of such registration
statement and up to $25,000 to cover the costs of counsel for the
Noteholder.
The
foregoing descriptions of the terms and conditions of the
Securities Purchase Agreement, Subordinated Promissory Note and
Registration Rights Agreement are qualified in their entirety by
references to these agreements which are filed as Exhibits 2.2,
2.3, and 2.4, respectively, to this report.
Affiliate
Notes
On
November 1, 2018, each of Messrs. Richard K. Howe, the
Company’s Chief Executive Officer and member of the
Company’s board of directors, and Charles D. Morgan, G. Kent
Burnett and Gordon Cameron, members of the Company’s board of
directors, lent the Company $62,500, for an aggregate of $250,000,
under the terms of 10% Promissory Notes (the “Affiliate
Notes”). The Company used the proceeds from these notes to
cover a portion of the costs associated with the pending Mergers.
The Affiliate Notes are unsecured, bear interest at 10% per annum,
and the principal and accrued interest is due on November 1, 2019,
subject to acceleration upon an Event of Default or Change of
Control (as both terms are defined in the Affiliate Note). The
Company’s obligations under the Affiliate Notes are unsecured
and subordinate to the Company’s obligations to Western
Alliance Bank, a secured lender of the Company, and to the holders
of the Company’s Subordinated Promissory Notes.. The
description of the terms and conditions of the Affiliate Notes is
qualified in its entirety by referenced to the form of note which
is filed as Exhibit 2.5 to this report.
ITEM
8.01 OTHER
EVENTS
On
November 5, 2018, the Company and CPT issued a joint press release
announcing the execution of the Merger Agreement. A copy of the
press release is attached hereto as Exhibit 99.9 and is
incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained or incorporated by reference into this Current
Report on Form 8-K that refer to Inuvo’s estimated or
anticipated future results, including estimated synergies, or other
non-historical expressions of fact are forward-looking statements
that reflect Inuvo’s current perspective of existing trends
and information as of the date of this communication. Forward
looking statements generally will be accompanied by words such as
“anticipate,” “believe,”
“plan,” “could,” “should,”
“estimate,” “expect,”
“forecast,” “outlook,”
“guidance,” “intend,” “may,”
“might,” “will,” “possible,”
“goal,” “potential,” “predict,”
“project,” or other similar words, phrases or
expressions. Such forward-looking statements include, but are not
limited to, statements about the benefits of the acquisition of
Inuvo by ConversionPoint Technologies, including future financial
and operating results, Inuvo’s or ConversionPoint
Technologies’ plans, objectives, expectations and intentions
and the expected timing of completion of the transaction. It is
important to note that Inuvo’s goals and expectations are not
predictions of actual performance. Actual results may differ
materially from Inuvo’s current expectations depending upon a
number of factors affecting Inuvo’s business, ConversionPoint
Technologies’ business and risks associated with acquisition
transactions generally. These factors include, among others, the
inherent uncertainty associated with financial projections;
restructuring in connection with, and successful closing of, the
merger transaction; subsequent integration of the merger
transaction and the ability to recognize the anticipated synergies
and benefits of the merger transaction; the ability of
ConversionPoint Holdings to obtain the required $36 million in
financing upon commercially reasonable terms, including risks that
the financing values the equity of ConversionPoint Holdings less
than the estimates of equity valuation set forth herein; the
ability to obtain the requisite Inuvo and ConversionPoint
Technologies stockholder approvals; the risk that a condition to
closing of the merger transaction may not be satisfied on a timely
basis or at all; the failure of the proposed merger transaction to
close for any other reason; risks relating to the value of the
ConversionPoint Holdings shares to be issued in the transaction;
risks relating to the ability of ConversionPoint Holdings to list
its shares on The NASDAQ Capital Market and The Toronto Stock
Exchange; the anticipated size of the markets and continued demand
for Inuvo’s and ConversionPoint Technologies’ products;
the impact of competitive products and pricing; the risks and
uncertainties normally incident to the ecommerce industry; the
difficulty of predicting the timing or outcome of pending or future
litigation or government investigations; changes in generally
accepted accounting principles; costs and efforts to defend or
enforce intellectual property rights; the loss of key senior
management or staff; and such other risks and uncertainties
detailed in Inuvo’s periodic public filings with the
Securities and Exchange Commission, including but not limited to
Inuvo’s “Risk Factors” section contained in
Inuvo’s Annual Report on Rom 10-K for the year ended December
31, 2017, and Form 10-Q filed with the Securities and Exchange
Commission on August 8, 2018 and from time to time in Inuvo’s
other investor communications. Except as expressly required by law,
Inuvo disclaims any intent or obligation to update or revise these
forward-looking statements to reflect events or circumstances after
the date of this press release.
Important Information for Investors and Stockholders
The information contained in this Current Report on Form 8-K does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. This Current Report on Form 8-K is also not a
solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise. No offer of securities or
solicitation will be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed acquisition of Inuvo by
ConversionPoint Technologies, Inc., ConversionPoint Holdings will
file with the Securities and Exchange Commission a registration
statement on Form S-4 that will include a joint proxy statement of
ConversionPoint Technologies, Inc. and Inuvo that also constitutes
a prospectus of ConversionPoint Technologies. The definitive joint
proxy statement/prospectus will be delivered to the stockholders of
ConversionPoint Technologies, Inc. and Inuvo. INVESTORS AND
SECURITY HOLDERS OF CONVERSIONPOINT TECHNOLOGIES, INC. AND INUVO
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the registration statement and the definitive joint proxy
statement/prospectus (when available) and other documents filed
with the Securities and Exchange Commission by ConversionPoint
Holdings through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Copies of the documents
filed with the Securities and Exchange Commission by
ConversionPoint Holdings will be available free of charge by
contacting Wally Ruiz, Chief Financial Officer, Inuvo, Inc., 500
President Clinton Ave., Suite 300, Little Rock, AR 72201,
telephone: (501) 205-8397, or Andre Peschong, Chief Strategy
Officer, ConversionPoint Technologies, Inc. (andre@conversionpoint.com).
Participants in the Merger Solicitation
ConversionPoint Technologies, Inuvo, their respective directors and
certain of their executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the Securities and Exchange Commission, be
deemed participants in the solicitation of the ConversionPoint
Technologies and Inuvo stockholders in connection with the proposed
acquisition will be set forth in the joint proxy
statement/prospectus when it is filed with the Securities and
Exchange Commission. Information about the directors and executive
officers of Inuvo is set forth in its proxy statement for its 2018
annual meeting of stockholders, which was filed with the Securities
and Exchange Commission on May 4, 2018. Information about the
executive officers of ConversionPoint Technologies is set forth in
www.conversionpoint.com. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus filed
with the above-referenced registration statement on Form S-4 and
other relevant materials to be filed with the Securities and
Exchange Commission when they become available.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
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Description
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Agreement and Plan of Merger by and among ConversionPoint
Technologies, Inc., ConversionPoint Holdings, Inc., CPT Merger Sub,
Inc., Inuvo, Inc., and CPT Cigar Merger Sub, Inc., dated November
2, 2018.*
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Securities Purchase Agreement, by and between Inuvo, Inc. and CPT
Investments, LLC, dated November 1, 2018.
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10% Senior Unsecured Subordinated Convertible Promissory Note,
executed by the Company in favor of CPT Investments, LLC, dated
November 1, 2018.
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Registration Rights Agreement, by and between Inuvo, Inc. and CPT
Investments, LLC, dated November 1, 2018.
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Form of 10% Promissory Note, executed by Inuvo, Inc. in favor of
certain affiliates of Inuvo, Inc., dated November 1,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and G. Kent Burnett, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Don Walker “Trey”
Barrett III, dated November 2, 2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Gordon J. Cameron, dated November
2, 2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Richard K. Howe, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Charles D. Morgan, dated November
2, 2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and John B. Pisaris, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Wallace D. Ruiz, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Patrick Terrell, dated November 2,
2018.
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Press Release, dated November 5, 2018.
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* The Company has omitted schedules and similar
attachments to the subject agreement pursuant to Item 601(b) of
Regulation S-K. The Company will furnish a copy of any omitted
schedule or similar attachment to the SEC upon
request.
SIGNATURES
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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: November
5, 2018
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By:
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/s/ John
Pisaris
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John
Pisaris
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General
Counsel
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EXHIBIT INDEX
Exhibit No.
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Description
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Agreement and Plan of Merger by and among ConversionPoint
Technologies, Inc., ConversionPoint Holdings, Inc., CPT Merger Sub,
Inc., Inuvo, Inc., and CPT Cigar Merger Sub, Inc., dated November
2, 2018.*
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Securities Purchase Agreement, by and between Inuvo, Inc. and CPT
Investments, LLC, dated November 1, 2018.
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10% Senior Unsecured Subordinated Convertible Promissory Note,
executed by the Company in favor of CPT Investments, LLC, dated
November 1, 2018.
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Registration Rights Agreement, by and between Inuvo, Inc. and CPT
Investments, LLC, dated November 1, 2018.
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Form of 10% Promissory Note, executed by Inuvo, Inc. in favor of
certain affiliates of Inuvo, Inc., dated November 1,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and G. Kent Burnett, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Don Walker “Trey”
Barrett III, dated November 2, 2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Gordon J. Cameron, dated November
2, 2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Richard K. Howe, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Charles D. Morgan, dated November
2, 2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and John B. Pisaris, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Wallace D. Ruiz, dated November 2,
2018.
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Support Agreement, by and among ConversionPoint Technologies, Inc.,
ConversionPoint Holdings, Inc., CPT Merger Sub, Inc., Inuvo, Inc.,
CPT Cigar Merger Sub, Inc., and Patrick Terrell, dated November 2,
2018.
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Press Release, dated November 5, 2018.
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* The Company has omitted schedules and similar
attachments to the subject agreement pursuant to Item 601(b) of
Regulation S-K. The Company will furnish a copy of any omitted
schedule or similar attachment to the SEC upon
request.