Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Inuvo, Inc. | a991-rdopr.htm |
| EX-10.1 - EXHIBIT 10.1 - Inuvo, Inc. | prosupprdofinal.htm |
| EX-5.1 - EXHIBIT 5.1 - Inuvo, Inc. | exhibit51opinionfinal.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) March 26, 2020
INUVO, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | 001-32442 | 87-0450450 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
500 President Clinton Boulevard, Suite 300, Little Rock, AR 72201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 205-8508
not applicable |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 | INUV | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. ¨
2
Item 1.01 | Entry into a Material Definitive Agreement. |
On March 26, 2020, Inuvo, Inc. entered into Subscription Agreements (the “Subscription Agreements”) with certain investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 3,115,000 shares of our common stock at a price of $0.175 per share. The aggregate gross proceeds from the Offering are expected to be $545,125. We expect to close the Offering on March 27, 2020, subject to the satisfaction of customary closing conditions contained in the Subscription Agreements. No underwriter or placement agent participated in the Offering.
The shares of common stock were offered pursuant to a shelf registration statement (File No. 333-220317) which was declared effective by the United States Securities and Exchange Commission (“SEC”) on September 8, 2017. A prospectus supplement relating to the Offering will be filed by Inuvo with the SEC. When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained at the SEC’s website at www.sec.gov or from Inuvo, Inc., 500 President Clinton Boulevard, Suite 300, Little Rock, Arkansas 72201, Attention: Investor Relations.
The foregoing description of the form of Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01 | Other Events. |
On March 26, 2020 Inuvo issued a press release relating to the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Incorporated by Reference | Filed or Furnished Herewith | |||||||||
No. | Exhibit Description | Form | Date Filed | Number | ||||||
5.1 | Opinion of Pearlman Law Group LLP | Filed | ||||||||
10.1 | Form of Subscription Agreement | Filed | ||||||||
99.1 | Press release dated March 26, 2020 | Furnished | ||||||||
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: March 26, 2020 | By: | /s/ Wallace D. Ruiz |
Wallace D., Chief Financial Officer | ||
Exhibit Index
No. | Exhibit Description | ||||
5.1 | |||||
10.1 | |||||
99.1 | |||||