Attached files
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EX-99.2 - PRESS RELEASE - Inuvo, Inc. | inuv_ex992.htm |
EX-99.1 - PRESS RELEASE - Inuvo, Inc. | inuv_ex991.htm |
EX-10.1 - FORM OF UNDERWRITING AGREEMENT - Inuvo, Inc. | inuv_ex101.htm |
EX-5.1 - OPINION ON LEGALITY - Inuvo, Inc. | inuv_ex51.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)
July 23,
2020
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 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
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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
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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 ☐
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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 July 23, 2020, Inuvo, Inc. (the “Company”) entered
into an underwriting agreement (the “Underwriting
Agreement”) with A.G.P./Alliance Global Partners as
representative of the several underwriters named therein
(the “Representative”),
pursuant to which the Company agreed to sell to the underwriters in
a firm commitment underwritten public offering (the
“Offering”) an aggregate of 20,000,000 shares of common
stock, par value $0.001 per share (the “Common Stock”),
at a price to the public of $0.50 per share. In addition, pursuant
to the terms of the Underwriting Agreement, the Company granted the
underwriters a 45-day option to purchase up to an additional
1,500,000 shares of Common Stock to cover over-allotments, if
any.
The net proceeds to the Company from the Offering are expected to
be approximately $9.2 million after deducting underwriting
discounts and commissions and estimated expenses payable by the
Company, and assuming no exercise of the underwriters’
over-allotment option. The transactions contemplated by the
Underwriting Agreement are expected to close on or about July 27,
2020.
The Offering was made pursuant to the Company’s effective
shelf registration statement on Form S-3 (File No. 333-239147) (the
“Registration Statement”) and the related base
prospectus included in the Registration Statement, as supplemented
by the prospectus supplement dated July 22, 2020 (the
“Preliminary Prospectus Supplement”) and the final
prospectus supplement dated July 23, 2020 (the “Final
Prospectus Supplement” and collectively with the Preliminary
Prospectus Supplement, the “Prospectus Supplement”)).
The legal opinion and consent of Pearlman Law Group LLP addressing
the validity of the Common Stock is filed as Exhibit 5.1 to this
Current Report and is incorporated by reference into the
Registration Statement.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions.
In connection with the entry into the Underwriting Agreement, the
Company’s executive officers and directors have entered into
90 day lock-up agreements with the Representative pursuant to which
they have agreed not to sell, transfer, assign or otherwise dispose
of the shares of the Company’s Common Stock owned by them,
subject to certain exclusions as set forth therein.
The foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit which is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated into this
Item 1.01 by reference.
This Current Report contains forward-looking statements that
involve risk and uncertainties, such as statements related to the
amount of net proceeds expected from the Offering. The risks and
uncertainties involved include various risks detailed in the
Company’s SEC filings from time to time.
2
Item
8.01 Other
Events.
On July 22, 2020, the Company issued a press release announcing the
launch of the Offering and on July 23, 2020 the Company issued a
press release announcing the pricing of the Offering. Copies of
these press releases are furnished hereto as Exhibit 99.1 and
Exhibit 99.2, respectively, and are incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Incorporated by Reference
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Filed or
Furnished
Herewith
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No.
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Exhibit Description
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Form
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Date Filed
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Number
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Form of
Underwriting Agreement dated July 23, 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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Press
release dated July 22, 2020
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Furnished
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Press
release dated July 23, 2020
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Furnished
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3
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:
July 23, 2020
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By:
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/s/
Wallace D. Ruiz
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Wallace
D., Chief Financial Officer
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