Attached files
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)
June 4,
2020
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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 or
organization)
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(Commission File Number)
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(I.R.S. 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):
☐
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:
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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 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. ☐
Item
1.01 Entry
into a Material Definitive Agreement.
On June 4, 2020, Inuvo, Inc., a Nevada corporation (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 12,222,222 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
$0.45 per share.
The aggregate gross proceeds for the sale of the shares of Common
Stock will be approximately $5.5 million, before deducting the
placement agent fees and related offering expenses. The Company
anticipates using the net proceeds from the Offering for working
capital and other general corporate purposes. The Offering is
expected to close on or about June 8, 2020, subject to customary
closing conditions.
The Purchase Agreement contains customary representations and
warranties and agreements of 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 June 4, 2020, 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 the 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. 333-220317), which was filed with
the Securities and Exchange Commission (the “SEC”) on
September 1, 2017 and declared effective by the SEC on September 8,
2017 (the “Registration Statement”). 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.
A copy of the opinion of Pearlman Law Group LLP relating to the
legality of the issuance and sale of the shares of Common Stock is
attached as Exhibit 5.1 hereto.
Item
8.01 Other
Events.
On June 4, 2020, the Company issued a press release announcing the
pricing of the Offering. 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.
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Incorporated by
Reference
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Filed or
Furnished
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Exhibit
No.
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Description
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Form
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Data
Filed
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Number
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Herewith
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Placement Agency Agreement, dated June 4, 2020 by and between
Inuvo, Inc. and A.G.P./Alliance Global Partners
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Filed
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Opinion
of Pearlman Law Group LLP
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Filed
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Form of Securities Purchase Agreement dated June 4, 2020 by and
Inuvo, Inc. and the purchasers listed therein
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Filed
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Consent of Pearlman Law Group LLP (included in Exhibit
5.1)
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Filed
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Press release dated
June 4, 2020
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Furnished
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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:
June 4, 2020
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By:
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/s/
Wallace D. Ruiz
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Wallace
D. Ruiz, Chief Financial Officer
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Exhibit Index
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Exhibit
No.
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Description
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Placement Agency Agreement, dated June 4, 2020 by and between
Inuvo, Inc. and A.G.P./Alliance Global Partners
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Opinion
of Pearlman Law Group LLP
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Form of Securities Purchase Agreement dated June 4, 2020 by and
Inuvo, Inc. and the purchasers listed therein
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Consent of Pearlman Law Group LLP (included in Exhibit
5.1)
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Press release dated
June 4, 2020
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