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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission file number: 001-32442

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 Ave., Suite 300 Little Rock, AR		72201
(Address of principal executive offices)		(Zip Code)

(501) 205-8508

Registrant's telephone number, including area code

not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 stock	INUV	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of Class		November 3, 2025
Common Stock		14,605,575

TABLE OF CONTENTS

		Page No.
Part I

Item 1.	Financial Statements.	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations and Comprehensive Loss	5
	Consolidated Statements of Stockholders' Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	24

Part II

Item 1.	Legal Proceedings.	25
Item 1A.	Risk Factors.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults upon Senior Securities.	25
Item 4.	Mine Safety and Disclosures.	25
Item 5.	Other Information.	25
Item 6.	Exhibits.	26
Signatures		27

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are subject to 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 such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "will," "should," "intend," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of such terms or other comparable terminology. This report includes, among others, statements regarding our risks associated with:

	·	a decline in general economic conditions;

	·	decreased market demand for our products and services;

	·	customer revenue concentration;

	·	risks associated with customer collections;

	·	seasonality impacts on financial results and cash availability;

	·	dependence on advertising suppliers;

	·	the ability to acquire traffic in a profitable manner;

	·	failure to keep pace with technological changes;

	·	interruptions within our information technology infrastructure;

	·	dependence on key personnel;

	·	regulatory and legal uncertainties;

	·	failure to comply with privacy and data security laws and regulations;

	·	third party infringement claims;

	·	publishers who could fabricate fraudulent clicks;

	·	the ability to continue to meet the NYSE American listing standards;

	·	the impact of quarterly results on our common stock price;

	·	dilution to our stockholders upon the vesting of outstanding restricted stock unit grants and warrants; and

	·	our ability to identify, finance, complete and successfully integrate future acquisitions.

These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Part II, Item 1A. Risk Factors appearing in this report, together with those appearing in Item 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission ("SEC") on February 27, 2025 and our subsequent filings with the SEC.

Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Inuvo,” the “Company,” “we,” “us,” “our” and similar terms refer to Inuvo, Inc., a Nevada corporation, and its subsidiaries. When used in this report, “third quarter 2025” means for the three months ended September 30, 2025, “third quarter 2024” means for the three months ended September 30, 2024, “2024” means the fiscal year ended December 31, 2024 and “2025” means the fiscal year ending December 31, 2025. The information which appears on our corporate web site at www.inuvo.com and our various social media platforms are not part of this report.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INUVO, INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2025 (Unaudited) and December 31, 2024

	September 30, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	3,379,581		$	2,459,245
Accounts receivable, net of allowance for credit losses of $149,080 and $144,625, respectively		9,930,168			12,545,771
Prepaid expenses and other current assets		706,199			639,805
Total current assets		14,015,948			15,644,821

Property and equipment, net		1,700,264			1,792,903
Other assets
Goodwill		9,853,342			9,853,342
Intangible assets, net of accumulated amortization		3,542,750			3,894,875
Right of use assets - operating lease		728,638			913,439
Right of use assets - finance lease		922			18,209
Other assets		78,342			78,342
Total other assets		14,203,994			14,758,207

Total assets	$	29,920,206		$	32,195,931

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	7,656,991		$	8,422,351
Accrued expenses and other current liabilities		7,549,348			9,185,461
Lease liability - operating lease		285,686			259,867
Lease liability - finance lease		923			18,209
Outstanding borrowings under Financing Agreement		3,383,293			—
Total current liabilities		18,876,241			17,885,888

Long-term liabilities
Deferred tax liability		105,294			97,266
Lease liability - operating lease		520,028			738,005
Total long-term liabilities		625,322			835,271

Stockholders’ equity
Preferred stock, $0.001 par value: Authorized shares 500,000, none issued and outstanding		—			—
Common stock, $0.001 par value: Authorized shares 200,000,000; issued and outstanding shares 14,602,300 and 14,050,204, respectively.		144,863			140,501
Additional paid-in capital		187,984,440			186,543,283
Accumulated deficit		(177,710,660	)		(173,209,012	)
Total stockholders' equity		10,418,643			13,474,772
Total liabilities and stockholders' equity	$	29,920,206		$	32,195,931

See accompanying notes to the consolidated financial statements.

Table of Contents

INUVO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Net revenue	$	22,570,572		$	22,371,153		$	71,949,937		$	57,603,935
Cost of revenue		6,002,423			2,594,642			17,199,909			7,599,872
Gross profit		16,568,149			19,776,511			54,750,028			50,004,063
Operating expenses
Marketing costs		13,375,136			17,006,131			45,026,458			42,540,355
Compensation		3,145,125			3,106,384			9,945,452			9,362,474
General and administrative		1,717,591			1,607,258			5,261,165			3,835,162
Total operating expenses		18,237,852			21,719,773			60,233,075			55,737,991
Operating loss		(1,669,703	)		(1,943,262	)		(5,483,047	)		(5,733,928	)
Financing expense, net		(113,633	)		(101,031	)		(159,259	)		(163,862	)
Other income		48,124			—			1,148,686			—
Income tax expense		(5,352	)		—			(8,028	)		(5,352	)
Net loss	$	(1,740,564	)	$	(2,044,293	)	$	(4,501,648	)	$	(5,903,142	)

Per common share data
Basic and diluted:
Net loss	$	(0.12	)	$	(0.15	)	$	(0.31	)	$	(0.42	)

Weighted average shares
Basic		14,558,109			14,045,484			14,427,877			13,979,118
Diluted		14,558,109			14,045,484			14,427,877			13,979,118

See accompanying notes to the consolidated financial statements.

Table of Contents

INUVO, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

For the Nine Months Ended September 30,

2025

	Common Stock				Additional Paid in			Accumulated
	Shares		Stock		Capital			Deficit			Total
Balance as of December 31, 2024		14,050,483	$	140,501	$	186,543,283		$	(173,209,012	)	$	13,474,772
Net loss									(1,259,821	)		(1,259,821	)
Stock-based compensation						304,284						304,284
Stock issued for vested restricted stock awards		151,893		1,519		(1,519	)					—
Shares withheld for taxes on vested restricted stock						(201,359	)					(201,359	)
At-the-market sale of common stock, net of issuance costs		159,432		1,594		1,127,244						1,128,838
Balance as of March 31, 2025		14,361,808	$	143,614	$	187,771,933		$	(174,468,833	)	$	13,446,714
Net loss									(1,501,263	)		(1,501,263	)
Stock-based compensation						291,789						291,789
Stock issued for vested restricted stock awards		112,035		1,120		(1,120	)					—
Shares withheld for taxes on vested restricted stock						(157,606	)					(157,606	)
Balance as of June 30, 2025		14,473,843	$	144,734	$	187,904,996		$	(175,970,096	)	$	12,079,634
Net loss									(1,740,564	)		(1,740,564	)
Stock-based compensation						246,814						246,814
Issuance of restricted stock units						—						—
Stock issued for vested restricted stock awards		122,248		122		(122	)					—
Shares withheld for taxes on vested restricted stock						(187,691	)					(187,691	)
At-the-market sale of common stock, net of issuance costs		6,209		7		20,443						20,450
Balance as of September 30, 2025		14,602,300	$	144,863	$	187,984,440		$	(177,710,660	)	$	10,418,643

2024

	Common Stock				Additional Paid in			Accumulated
	Shares		Stock		Capital			Deficit			Total
Balance as of December 31, 2023		13,798,669	$	137,983	$	184,291,414		$	(167,447,211	)	$	16,982,186
Net loss									(2,111,658	)		(2,111,658	)
Stock-based compensation						396,312						396,312
Stock issued for vested restricted stock awards		144,487		1,445		(1,445	)					—
Shares withheld for taxes on vested restricted stock						(161,973	)					(161,973	)
Balance as of March 31, 2024		13,943,156	$	139,428	$	184,524,308		$	(169,558,869	)	$	15,104,867
Net loss									(1,747,191	)		(1,747,191	)
Stock-based compensation						318,681						318,681
Stock issued for vested restricted stock awards		100,555		1,006		(1,006	)					—
Stock warrants issued for referral agreement						(136,787	)					(136,787	)
Balance as of June 30, 2024		14,043,711	$	140,434	$	184,705,196		$	(171,306,060	)	$	13,539,570
Net loss									(2,044,293	)		(2,044,293	)
Stock-based compensation						372,540						372,540
Issuance of restricted stock units						535,119						535,119
Stock issued for vested restricted stock awards		3,333		33		(33	)					—
Balance as of September 30, 2024		14,047,044	$	140,467	$	185,612,822		$	(173,350,353	)	$	12,402,936

See accompanying notes to the consolidated financial statements.

Table of Contents

INUVO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2025			2024
Operating activities:
Net loss	$	(4,501,648	)	$	(5,903,142	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,685,756			1,951,196
Amortization of right of use assets - financing		17,287			48,317
Amortization of right of use assets - operating lease		184,801			169,253
Stock based compensation		842,887			1,087,533
Derecognition of contingency and grant		—			(35,000	)
Amortization of financing fees		—			20,000
Impairment and amortization of referral and support services agreement advance		—			800,000
Adjustment to expected losses on accounts receivable		4,455			(1,454,533	)
Deferred income tax expense		8,028			5,352
Change in operating assets and liabilities:
Accounts receivable		2,611,148			1,899,029
Prepaid expenses and other current assets and other assets		(66,391	)		(131,428	)
Accrued expenses and other liabilities		(1,636,113	)		940,076
Accounts payable		(765,360	)		656,477
Lease liability - operating lease		(192,158	)		(153,475	)
Net cash used in operating activities		(1,807,308	)		(100,345	)
Investing activities:
Purchases of equipment and capitalized development costs		(1,240,992	)		(1,409,762	)
Net cash provided by/(used in) investing activities		(1,240,992	)		(1,409,762	)
Financing activities:
Net proceeds financed receivables		3,383,293			—
Principal payments on finance lease obligations		(17,288	)		(44,766	)
Proceeds from at-the-market sales		1,149,288			—
Net taxes paid on restricted stock unit grants exercised		(546,657	)		(298,760	)
Net cash provided by/(used in) financing activities		3,968,636			(343,526	)
Net change – cash		920,336			(1,853,633	)
Cash and cash equivalent, beginning of year		2,459,245			4,440,454
Cash and cash equivalent, end of period	$	3,379,581		$	2,586,821
Supplemental information:
Interest paid	$	372,349		$	221,534
Acquisition of right of use asset for operating lease liability	$	—		$	335,286
Issuance of restricted stock units for accrued incentive liability	$	—		$	535,119

See accompanying notes to the consolidated financial statements.

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Inuvo, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Business

Company Overview

Inuvo is an advertising technology and services company that has developed and commercialized large language generative artificial intelligence (AI) capable of discovering and targeting digital audiences. Inuvo’s innovative technology positions it as a leader within the advertising industry, offering a valuable solution to marketers seeking to navigate the evolving landscape of consumer privacy. The AI targets the reasons behind why people are interested in products, services and brands.

Inuvo sells its information technology solutions to agencies and brands (collectively, “Agencies & Brands”) along with large consolidators of advertising demand (“Platforms”). Inuvo’s revenue is derived from the placement of digital advertising across devices, websites, applications and browsers within social, search and programmatic advertising channels. Inuvo facilitates and gets paid to deliver advertising messages and counts among its clients numerous world-renowned companies across industries.

The AI, marketed as IntentKey was designed to replace the consumer data, analytics, segmentation and lookalike modeling technologies that have traditionally served the advertising industry as it transitions to a new paradigm where targeting based on a consumer’s identity and data are no longer possible due to the legislative and technological changes occurring.

Inuvo’s AI technology solves the identity challenge by leveraging artificial intelligence, data analytics, and automation that can optimize the purchase and placement of advertising in real time without consumer data. The technology can be consumed by Agency & Brands clients as a managed service or software-as-a-service (SaaS). Additionally, Inuvo has developed proprietary technology and assets tailored to certain clients that include digital content, websites, automated campaigns, ad fraud detection, performance reporting, and predictive media mix modeling.

Both Agencies & Brands and Platforms benefit from Inuvo’s ability to intelligently process vast amounts of data, detect patterns in behavior, and enhance advertising efficiency, whether through direct media execution or integration into existing campaign management systems. Agencies & Brands utilize our artificial intelligence-based consumer intent recognition system to reach highly targeted mobile and desktop in-market audiences with precision. The solution can serve multiple creative formats including display, video, audio and native across multiple device types including desktop, mobile, tablet, connected/smart TV and game consoles. For our Platform clients, we utilize a collection of data, analytics, software, content management and website creation technologies to align merchant advertising messages with online content.

Inuvo’s intellectual property is protected by 18 issued and three pending patents.

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Liquidity

Our principal sources of liquidity are the sale of our common stock and our credit facility discussed in Note 5 - Bank Debt.

On May 7, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), to sell shares of our common stock, par value $0.001 per share (the “Shares”), having an aggregate sales price of up to $15,000,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We will pay Wainwright a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares. We utilized the ATM Agreement and sold 165,641 shares of common stock for gross proceeds of $1,184,740 during 2025.

On July 31, 2024, we entered into a Financing and Security Agreement (the "Financing Agreement”) with SLR Digital Finance LLC ("SLR”), effective July 30, 2024. Pursuant to the terms of the Financing Agreement, SLR will finance up to $10 million subject to availability based on the amount of eligible accounts receivable. Eligibility is determined by criteria such as geographic location of the customer and aging of receivables. As of September 30, 2025, our accounts receivable, net of allowance for credit losses, was $9,930,168, of which a substantial portion qualified as eligible under the agreement. At September 30, 2025, the outstanding balance due under the Financing Agreement was $3,383,293. See Note 5 - Bank Debt.

In March 2025, we received a payment from the Internal Revenue Service of $610,352, and in June 2025 we received an additional payment from the Internal Revenue Service of $606,156. These amounts were recorded as other income and interest income, in connection with an amended form filed in May 2023 for the Employee Retention Credit related to the first and second quarters of 2021.

As of September 30, 2025, we have approximately $3.4 million in cash and cash equivalents and our net working capital deficit was $4.9 million. For the nine months ended September 30, 2025, we used $1.8 million in cash from operations. Additionally, cash used in our investing activities totaled $1,240,992 for the nine months ended September 30, 2025. This amount primarily consists of internally developed software costs, which are largely comprised of fixed labor costs, along with other capitalized expenditures. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. Through September 30, 2025, our accumulated deficit was $177.7 million. During the three months ended September 30, 2025 we experienced lower revenue from Platform clients as a result of changes to policies and procedures required by a Platform client. We expect revenue to increase as a result of making the necessary changes to comply with these requirements.

Management plans to support the Company’s future operations and capital expenditures primarily through cash generated from its credit facility until such time as we reach profitability. Any repayments of the financing agreement will be made through collections from eligible accounts receivable. We believe that our current cash position, credit facility, and the equity raised through our ATM program during 2025 will be sufficient liquidity to sustain operations for at least the next twelve months from the date of this filing. If our plan to grow the IntentKey product is unsuccessful or revenue from Platforms does not increase, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term. Funding from sales of securities, debt financings or other sources may not be available on terms acceptable to us, if at all. These uncertainties could adversely impact our future liquidity.

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Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The consolidated financial statements presented are for Inuvo and its subsidiaries. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). In our opinion, these consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

Use of estimates

The preparation of financial statements, in accordance with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. We regularly evaluate estimates and assumptions related to capitalized labor and income tax valuation allowance. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material.

Revenue Recognition

We generate revenue by identifying audiences and presenting advertisements on behalf of our customers. We provide our products, technologies and services to Agencies & Brands and Platforms. Currently, revenue from Agencies & Brands is primarily through our IntentKey products and services and revenue from Platforms is primarily through our Bonfire products and services. Our revenue is derived from the placements of advertisements across advertising channels, browsers, applications and devices. Pricing for those advertisement placements is typically either on a cost-per-click or cost per thousand impressions basis.

Our revenue is a function of the number of advertisements placed combined with the price we obtain (using our technologies) for the placements made on behalf of our clients. We assume the risk associated with finding placements at a cost below that for which it had been sold.

We recognize revenue when control of the contracted services or product is transferred to our customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those services or products. We determine revenue recognition through (i) identification of a contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract, and (v) recognition of revenue when or as the performance obligations are satisfied.

For Agencies & Brands, the terms of an agreement are captured in an Insertion Order ("IO") where revenue is recognized upon delivery of services during the period covered by the IO. For Platforms, terms are generally captured in multi-year master service agreements and revenue is recognized based on the number of advertisements placed or clicked on in the period they occur. We settle advertisement placement prices with our customers net of any adjustments for quality.

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For the three-month period ended September 30, 2025, we generated $22,570,572 in revenue of which 82.8% was from Platforms and 17.2% from Agencies & Brands. For the three-month period ended September 30, 2024, we generated $22,371,153 in revenue of which 83.8% was from Platforms and 16.2% from Agencies & Brands. For the nine-month period ended September 30, 2025, we generated $71,949,937 in revenue of which 86.2% was from Platforms and 13.8% from Agencies & Brands. For the nine-month period ended September 30, 2024, we generated $57,603,935 in revenue of which 83.6% was from Platforms and 16.4% from Agencies & Brands.

Customer concentration

For the three-month period ending September 30, 2025, two customers accounted for 62.8% and 19.6% of our overall revenue, and for the nine-month period ended September 30, 2025, 66.9% and 18.8% of our overall revenue, respectively. Those same customers accounted for 40.9% and 28.9%, respectively of our gross accounts receivable balance as of September 30, 2025. As of December 31, 2024, those same customers accounted for 58.5% and 12.6%, respectively of our gross accounts receivable balance.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. The adoption has an impact on disclosures with no impact on the Company’s consolidated results of operations, cash flows, nor financial position.

In March 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosures of the nature of certain expenses within income statement captions. The standard introduces a tabular disclosure of specified natural expense categories (e.g., inventory purchases, employee compensation, depreciation, amortization) included within relevant line items on the face of the income statement, along with qualitative descriptions of remaining amounts. It also requires disclosure of certain expense, gain, or loss amounts already required under U.S. GAAP and the total amount of selling expenses, including the definition of selling expenses in annual periods. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The adoption will affect disclosures only and is not expected to impact the Company’s consolidated results of operations, cash flows, or financial position.

In September 2025, the Financial Accounting Standards Board (FASB) issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes guidance for internal-use software costs and relocates the website development-costs guidance (previously in Subtopic 350-50) into Subtopic 350-40. The amendments require enhanced disclosures for capitalized software costs under ASC 350-40 and ASC 360-10, effective for annual periods beginning after December 15, 2027, with early adoption permitted. The adoption is expected to affect disclosures only and is not anticipated to impact the Company’s consolidated results of operations, cash flows or financial position.

In July 2025, the FASB also issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities and a policy election (for entities other than public business entities) for estimating expected credit losses applicable to current accounts receivable and current contract assets arising from transactions under ASC 606. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods (early adoption permitted). The adoption is expected to affect disclosures only and is not anticipated to impact the Company’s consolidated results of operations, cash flows or financial position.

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Note 3 – Property and Equipment

The net carrying value of property and equipment was as follows as of:

	September 30, 2025			December 31, 2024
Furniture and fixtures	$	269,122		$	293,152
Equipment		1,055,761			1,192,071
Capitalized internal use and purchased software		19,057,834			17,940,976
Leasehold improvements		467,242			465,885
Subtotal		20,849,959			19,892,084
Less: accumulated depreciation and amortization		(19,149,695	)		(18,099,181	)
Total	$	1,700,264		$	1,792,903

During the three months ended September 30, 2025 and September 30, 2024, depreciation and amortization expense was $437,782 and $440,899, respectively. During the nine months ended September 30, 2025 and September 30, 2024, depreciation and amortization expense was $1,333,631 and $1,298,653, respectively. During the nine months ended September 30, 2025, we disposed of approximately $283 thousand of fully depreciated equipment that was no longer in use. As the equipment was fully depreciated, there was no cash inflow or outflow associated with this transaction, and no gain or loss was recorded.

Note 4 – Intangible Assets and Goodwill

The following is a schedule of intangible assets and goodwill as of September 30, 2025:

	Term	Carrying Value		Accumulated Amortization and Impairment			Net Carrying Value		Year-to-date Amortization

Customer list, Google	20 years	$	8,820,000	$	(5,990,250	)	$	2,829,750	$	330,750
Customer list, ReTargeter	5 years		1,931,250		(1,931,250	)		—		—
Brand name, ReTargeter	5 years		643,750		(643,750	)		—		—
Customer relationships	20 years		570,000		(247,000	)		323,000		21,376
Trade names, web properties (1)	-		390,000		—			390,000		—
Intangible assets classified as long-term		$	12,355,000	$	(8,812,250	)	$	3,542,750	$	352,126

Goodwill, total	-	$	9,853,342	$	—		$	9,853,342	$	—

(1)

The trade names related to our web properties have an indefinite life, and as such are not amortized.

Amortization expense over the next five years and thereafter is as follows:

2025 (remainder of year)	$	117,375
2026		469,500
2027		469,500
2028		469,500
2029		469,500
Thereafter		1,157,375
Total	$	3,152,750

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The following is a schedule of intangible assets and goodwill as of December 31, 2024 and amortization expense for the nine-month period ended September 30, 2024:

	Term		Carrying Value		Accumulated Amortization and Impairment			Net Carrying Value		Year-to-Date Amortization

Customer list, Google	20 years		$	8,820,000	$	(5,659,500	)	$	3,160,500	$	330,750
Customer list, ReTargeter	5 years			1,931,250		(1,931,250	)		—		225,313
Brand name, ReTargeter	5 years			643,750		(643,750	)		—		75,104
Customer relationships	20 years			570,000		(225,625	)		344,375		21,376
Trade names, web properties		-		390,000		—			390,000		—
Intangible assets classified as long-term			$	12,355,000	$	(8,460,125	)	$	3,894,875	$	652,543

Goodwill, total			$	9,853,342	$	—		$	9,853,342	$	—

Note 5 – Bank Debt

Through June 30, 2024, the Company had a Loan and Security Agreement and Collateral Documents (“Agreement”) with Mitsubishi HC Capital America, Inc., f/k/a/ Hitachi Capital America Corp. (“MHCA”). Under the terms of the Agreement, MHCA provided us with a $5,000,000 line of credit commitment. We were permitted to borrow up to 85% of the aggregate Eligible Accounts Receivable, up to the maximum credit commitment of $5,000,000. We paid MHCA monthly interest at the rate of 1.75% in excess of the Wall Street Journal Prime Rate. We paid MHCA an amendment fee of $10,000 on issuance of the Agreement, and thereafter an annual commitment fee of $10,000. We also paid MHCA a quarterly service fee of 0.20% on the monthly unused amount of the maximum credit line. All obligations to MHCA have been satisfied, and the Agreement was terminated on July 31, 2024, and there are no outstanding balances due.

On July 30, 2024, we entered into a Financing and Security Agreement and Collateral Documents (“Financing Agreement”) with SLR Digital Finance LLC (“SLR”). Under the terms of the Financing Agreement, SLR has provided us with a $10,000,000 line of credit commitment. We are permitted to borrow up to 90% of eligible accounts receivable as defined in the Financing Agreement, up to the maximum credit commitment of $10,000,000. Borrowing capacity is determined based on the eligibility of our accounts receivable. As of September 30, 2025, our accounts receivable, net of allowance for credit losses, totaled $9,930,168 of which a substantial portion qualified as eligible under the agreement. The outstanding balance under the Financing Agreement at that date was $3,383,293.We will pay SLR monthly interest at the rate of 1.0% in excess of the Prime Rate but not less than 7%. The Prime Rate was 7.25% as of September 30, 2025. The Financing Agreement has a three year term. The Financing Agreement contains certain affirmative and negative covenants to which we are also subject. We agreed to pay SLR an annual facility fee of 0.80% of the maximum credit commitment. We also agreed to pay a minimum utilization amount of the interest rate multiplied by difference between $500,000 and the average daily outstanding loan during a month. We are obligated to pay SLR a monthly service fee of 0.15% of the average net amount of outstanding loans during each month. If we terminate the Financing Agreement prior to the second anniversary of the effective date, an amount equal to 1.0% of the maximum credit commitment will be due as an early termination payment and if we terminate after the second anniversary of the effective date but prior to the end of the term, an amount equal to 0.25% of the maximum credit commitment will be due. Repayment of the financing agreement will be made through collections from eligible accounts receivable.

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Note 6 – Accrued Expenses and Other Current Liabilities

The accrued expenses and other current liabilities consist of the following as of:

	September 30, 2025		December 31, 2024
Accrued marketing costs	$	5,451,248	$	7,872,564
Accrued payroll and commission liabilities		1,255,510		386,340
Accrued expenses and other		832,794		917,588
Accrued taxes, current portion		9,796		8,969

Total	$	7,549,348	$	9,185,461

Note 7 – Commitments

On September 17, 2021, we signed a multi-year agreement with a business development partner to provide referral and support services to us. The agreement required an advance fee of $1.5 million. The advance was being amortized as marketing expenses over five years. As of September 30, 2024, we recorded an impairment to the asset in the amount of $800,000 bringing the balance to $0. For the nine months ended September 30, 2025, amortization of the advance amounted to $0.

Note 8 – Income Taxes

As of September 30, 2025, we have $8,028 deferred income tax expense and incur only the minimum state taxes which are included in operating expenses. We have deferred tax assets of $43,410,797. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation allowance of $42,574,691 for the deferred tax assets that may not be realized as of September 30, 2025. We also have deferred tax liabilities totaling $941,400 as of September 30, 2025, related to intangible assets acquired in March 2012 and February 2017. These balances are presented as a net deferred tax liability of $105,294, composed of indefinite lived intangible assets. As of December 31, 2024, the Company has a net deferred tax liability of $97,266. The net deferred tax liability is due to goodwill and trade name that are amortized for tax purposes, both of which are not being amortized for book purposes.

On July 4, 2025, the One Big Beautiful Bill Act, a budget reconciliation package that changes the U.S. federal income tax laws, including extensions of various expiring provisions from the Tax Cuts and Jobs Acts of 2017, was signed into law. The Company is evaluating the impact of the legislation and forthcoming administrative guidance and regulations to our financial statements and results of operations.

Note 9 – Stock-Based Compensation

We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. During the nine months ended 2025 and 2024, we granted restricted stock units (“RSUs”) from the 2017 Equity Compensation Plan, as amended (“2017 ECP”), and the 2025 Omnibus Incentive Compensation Plan (“2025 Plan”). RSU vesting periods are generally up to three years and/or based upon achieving certain financial targets.

On March 21, 2025, the Board of Directors resolved to adopt the 2025 Plan, subject to the approval of our stockholders at the annual meeting held on May 22, 2025. The stockholders approved the adoption of the 2025 Plan as the successor to the 2017 ECP. All awards granted under the 2017 ECP prior to approval of the 2025 Plan remain outstanding and continue in full force and effect under the terms of the 2017 ECP; however, no new awards may be granted under the 2017 ECP following the effective date of the 2025 Plan. At September 30, 2025, there were 764,733 shares subject to outstanding awards under the 2017 ECP and 1,098,320 shares authorized and available for future grant under the 2025 Plan.

As of September 30, 2025,he total historical authorization under the 2017 ECP was 792,234 shares, and the total authorization under the 2025 Plan is 1,092,385 shares.

Compensation Expense

For the three and nine months ended September 30, 2025, we recorded stock-based compensation expense for all equity incentive plans of $246,814 and $842,887, respectively. For the three and nine months ended September 30, 2024, we recorded stock-based compensation expense for all equity incentive plans of $463,189 and $1,178,182, respectively. Total compensation cost not yet recognized at September 30, 2025 was $1,417,421 which will be recognized over the next three years.

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The following table summarizes the stock grants outstanding under 2017 ECP and 2025 Plan as of September 30, 2025:

Options Outstanding

RSUs

Outstanding

Options and RSUs Exercised

Available Shares

Total Awards Authorized

Total

—

792,234

—

1,092,385

1,884,619

The fair value of RSUs is determined using market value of the common stock on the date of the grant. The fair value of stock options is determined using the Black-Scholes-Merton valuation model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The forfeiture rate, which is estimated at a weighted average of 0% of unvested options outstanding, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

The following table summarizes the weighted average assumptions for our granted RSUs for the nine months ended September 30, 2025:

	RSUs
	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, beginning of period		1,321,620		$	3.31
Granted		86,000		$	4.67
Vested		(512,851	)	$	3.48
Cancelled		(102,535	)	$	3.67
Outstanding, end of period		792,234		$	3.31

Note 10 – Stockholders' Equity

Sales of Common Stock Under At-the-Market Offering

On May 7, 2024, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $15.0 million.

During the nine months ended September 30, 2025, the Company sold 165,641 shares of common stock under the ATM Agreement for gross proceeds of $1,184,740, before deducting commissions and other offering-related costs. Net proceeds of $1,149,288 from these sales were recorded in additional paid-in capital within stockholders’ equity.

Reverse Stock Split

On June 10, 2025, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock. As a result of the reverse stock split, every ten shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Instead, stockholders entitled to receive a fractional share received a whole share rounded up.

The reverse stock split did not affect the total number of authorized shares of common stock or the par value of common stock.

All share and per share amounts for all periods presented in the accompanying financial statements and notes have been retroactively adjusted to reflect the reverse stock split.

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Warrants

On September 17, 2021, we signed an agreement with a marketing platform and consulting company to provide referral and support services to us for a period of five years (see Note 7 - Commitments). As part of that agreement, we granted a seven year warrant exercisable into 30,000 shares of our common stock, at $7.20 per share, which vests in two tranches when certain performance metrics are achieved. The warrant was valued using the Black Scholes option pricing model at a total of $149,551 based on a seven-year term, an implied volatility of 100%, a risk-free equivalent yield of 1.17%, and a stock price of $7.10. The warrant is classified as equity and will be expensed over the vesting period of each tranche if the performance criteria are achieved. On August 31, 2022, 8,587 shares vested in accordance with the contracted performance criteria. On August 31, 2023, 2,114 shares vested. For the second tranche, we reversed approximately $7,900 for the year ended December 31, 2023 due to a change in the probability of performance criteria being achieved. In accordance with our agreement, after the second anniversary of the original issue date of the warrants, any interests in warrant shares that have not vested pursuant to the terms and conditions of the agreement were deemed forfeited and shall never become exercisable. At the period ended September 30, 2025, approximately 19,300 shares have been forfeited and approximately 10,700 shares underlying the warrant have vested.

Earnings per share

For the three-month and nine-month period ended September 30, 2025 and 2024, we generated a net loss from continuing operations. Consequently, all potential common shares were considered antidilutive and therefore excluded from the computation of diluted net loss per share, as their inclusion would have decreased the reported net loss per share.

Note 11 – Segment Reporting

The Company operates as a single reportable segment that places digital advertising throughout devices, websites, applications and browsers across social, search and programmatic advertising channels, facilitating the delivery of millions of advertising messages monthly. The Chief Operating Decision Maker ("CODM"), identified as the Chief Executive Officer, evaluates the Company's financial performance and makes resource allocation decisions based on consolidated financial information.

Measure of Segment Profit or Loss

The CODM evaluates performance and allocates resources based on contribution margin, which is calculated as revenue after deducting marketing expenses, exchange fees, and publisher payments. Exchange fees and publisher payments are classified as cost of revenue. The resulting contribution margin covers Inuvo’s fixed costs and profit.

Significant Segment Expenses

The Company reports total revenue and significant expenses provided to the CODM, which include cost of revenue, marketing, and compensation expenses. These expenses are regularly reviewed to assess operating performance. The following table presents these expenses:

	For the Nine Months Ended September 30,
	2025			2024
Revenue	$	71,949,937		$	57,603,935
Cost of Revenue		17,199,909		$	7,599,872
Marketing	$	45,026,458		$	42,540,355
Professional Fees		1,532,180		$	1,385,295
IT Costs	$	948,557		$	936,127
Provision (reversal of provision) for bad debts	$	4,455		$	(1,454,533	)
Depreciation and Amortization	$	1,703,043		$	1,999,513
Other	$	1,072,930		$	968,760
Compensation	$	9,945,452		$	9,362,474
Segment Operating Profit (Loss)	$	(5,483,047	)	$	(5,733,928	)

Other segment expenses include facilities costs, travel and entertainment expenses and various other corporate expenses.

Geographic Information

The Company's operations are based in the United States, and substantially all revenue is derived from U.S. clients.

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Note 12 – Leases

We have entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms which range from three years to five years and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. These operating and finance leases are listed as separate line items on our consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligation to make lease payments is also listed as separate line items on our consolidated balance sheets. As of September 30, 2025 and December 31, 2024, total operating and financed right-of-use assets were $728,638 and $922, and $913,439 and $18,209, respectively.

For the nine months ended September 30, 2025 and 2024, we recorded $17,287 and $48,317, respectively, in amortization expense related to finance leases. For the nine months ended September 30, 2025 and 2024, we recorded $250,371 and $250,541, respectively, in rent expense related to operating leases.

In May 2023, we entered into an agreement to lease 4,128 square feet of office space in San Jose, CA commencing on September 1, 2023. The lease has a term of sixty-five months with an abatement period of five months and cost approximately $208,000 during its first year. Thereafter, the lease payments increase annually by 3%.

In January 2024, we amended and renewed our lease at our corporate headquarters in Little Rock, Arkansas. The lease was extended for thirty-six months commencing on February 1, 2024 and expiring on January 31, 2027 and will cost approximately $127,000 during its first year. Thereafter, the lease payments increase by 2% annually.

Whenever the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments.

Information related to our operating lease liabilities for the period ended September 30, 2025 are as follows:

For the Three Months Ended September 30,

2025

For the Nine

Months Ended

September 30,

2025

Cash paid for operating lease liabilities

95,967

267,142

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Minimum future lease payments ended September 30, 2025
2025 (remainder of year)		87,486
2026		354,565
2027		237,867
2028		233,727
2029		19,525
		933,170
Less imputed interest		(127,456	)
Total lease liabilities	$	805,714

Weighted-average remaining lease term		2.32 years
Weighted-average discount rate			10.5	%

Information related to our financed lease liabilities for the period ended September 30, 2025 are as follows:

For the Three Months Ended September 30,

2025

For the Nine

Months Ended September 30,

2025

Cash paid for finance lease liabilities

5,220

17,700

Minimum future lease payments ended September 30, 2025
2025 (remainder of the year)		925
		925
Less imputed interest		(2	)
Total lease liabilities	$	923

Weighted-average remaining lease term		0.08 year
Weighted-average discount rate			6.25	%

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Note 13 – Allowance for Credit Losses

The activity in the allowance for doubtful accounts was as follows during the nine-month period ended September 30, 2025 and the year ended December 31, 2024:

	2025		2024
Balance at the beginning of the year	$	144,625	$	1,645,045
Adjustment to expected losses on accounts receivable		4,455		(1,442,533	)
Charge-offs		—		(62,587	)
Recoveries		—		4,700
Ending Balance	$	149,080	$	144,625

The allowance for doubtful accounts at September 30, 2025 was $149,080, an increase of $4,455, from December 31, 2024. During 2024, we made an adjustment to the allowance for expected credit losses for a balance due from a former client in 2022. The client has since paid off their full outstanding balance and no longer has any obligation to us as of September 30, 2025.

Note 14 – Related Party Transactions

During the nine-month period ended September 30, 2025, Gabriel Court Consortium, LLC, a company in which one of our directors holds a significant interest, provided services to the Company. Expense from the transaction amounted to approximately $40,000.

During the nine-month period ended September 30, 2025, the Company provided services to First Orion Corp., a company in which one of our former directors holds a significant interest. Revenue from the transaction amounted to approximately $147,000.

During the nine-month period ended September 30, 2025, the Company provided services to James & James, a company in which one of our former directors holds a significant interest. Revenue from the transaction amounted to approximately $715,000.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

Inuvo is an advertising technology and services business selling information technology solutions to brands, agencies and large consolidators of advertising demand (“Platforms”). Inuvo’s revenue is derived from the placement of digital advertising throughout devices, websites, applications and browsers across social, search and programmatic advertising channels. Inuvo facilitates, and gets paid, to deliver millions of advertising messages monthly and counts among its client's numerous world-renowned companies across industries.

Inuvo’s primary mission is to disrupt the advertising industry with its proprietary and patented generative large language artificial intelligence (AI), a technology capable of identifying and targeting audiences without using a consumer’s identity or data. The AI was designed to replace the consumer data, analytics, segmentation and lookalike modeling technologies that have traditionally served the advertising industry as it transitions to a new paradigm where a consumer’s identity and data are no longer available for advertising decisions due to legislative and technological changes. Rather than targeting people, the AI targets the reasons behind why people are interested in products, services and brands.

Inuvo’s AI technology solves this challenge and can be consumed by Agency & Brands clients both as a managed service and software-as-a-service. For certain clients, Inuvo has also developed various proprietary technology and assets that include digital content, websites, automated campaigns, ad fraud detection, performance reporting and predictive media mix modeling.

The Inuvo products and services use analytics, data and artificial intelligence in a manner that optimizes the purchase and placement of advertising in real time. These capabilities are typically sold with services both individually and in combination with each other based on client needs. These products and services include:

	·	IntentKey: An artificial intelligence-based consumer intent recognition system designed to reach highly targeted mobile and desktop In-Market audiences with precision; and

	·	Bonfire: A marketing and advertising solution where a collection of data, analytics, software and publishing is used to align advertising messages with consumers across websites online.

There are many barriers to entry associated with the Inuvo business model, including a proficiency in large language model based artificial intelligence, large scale information processing, software development, consumer data products, analytics, IOT (internet of things) integration and the relationships required to execute within the IOT. Inuvo’s intellectual property is protected by 18 issued and three pending patents.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The estimates and assumptions that management makes affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material. Our significant accounting policies related to Revenue Recognition, Equity-Based Compensation, Capitalized Software Costs, Goodwill, Long-lived Assets and others are described in Note 2 – Summary of Significant Accounting Policies of our Consolidated Financial Statements included elsewhere in this Report.

Results of Operations

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2025		2024		Change			% Change			2025		2024		Change		% Change
Net Revenue	$	22,570,572	$	22,371,153	$	199,419			0.9	%	$	71,949,937	$	57,603,935	$	14,346,002		24.9	%
Cost of Revenue		6,002,423		2,594,642		3,407,781			131.3	%		17,199,909		7,599,872		9,600,037		126.3	%
Gross Profit	$	16,568,149	$	19,776,511	$	(3,208,362	)		(16.2	)%	$	54,750,028	$	50,004,063	$	4,745,965		9.5	%

Net Revenue

Revenue for the three-month period ended September 30, 2025, increased approximately $199,000 and revenue for the nine-month period ended September 30, 2025, increased by approximately $14.3 million compared to the same periods in 2024, respectively. Platform clients represented 82.8% of the overall revenue in the third quarter of 2025 compared to 83.8% in the same quarter of 2024. Platform clients represented 86.2% of the overall revenue in the nine-month period ended September 30, 2025 compared to 83.6% in the same period of 2024. In the third quarter of 2025, our two largest Platform clients accounted for 62.8% and 19.6% of our overall revenue, respectively. In the nine-month period ended September 30, 2025, our two largest Platform clients accounted for 66.9% and 18.8% of our overall revenue, respectively. Revenue from both Platform clients grew significantly in 2025—one following the launch of a new product in 2023 that we have continued to expand, and the other after we introduced a new product in the fourth quarter of 2024. Agencies & Brands revenue increased 7% for the three-month period ended September 30, 2025 compared to the same period last year and it was up 29% compared to the sequential quarter. Through the first nine-months, both Platform and Agency & Brands revenues were up year-over-year.

Cost of Revenue

Cost of revenue is primarily composed of payments to website publishers and app developers that host advertisements. To a lesser extent, cost of revenue includes payments to advertising exchanges that provide access to digital inventory where we serve advertisements. The increase in cost of revenue for the three-and-nine-months period ended September 30, 2025, compared to the same periods in 2024 were primarily related to the change in mix within Platform revenue associated with a new product introduced in the fourth quarter of 2024, mentioned above. The change in gross margin in the current year quarter, 73.4% compared to 88.4% in the same quarter last year was primarily due to a change in the revenue mix.

Operating Expenses

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2025		2024		Change			% Change			2025		2024		Change		% Change
Marketing costs	$	13,375,136	$	17,006,131	$	(3,630,995	)	(21.4		%)	$	45,026,458	$	42,540,355	$	2,486,103		5.8	%
Compensation		3,145,125		3,106,384		38,741			1.2	%		9,945,452		9,362,474		582,978		6.2	%
General and administrative		1,717,591		1,607,258		110,333			6.9	%		5,261,165		3,835,162		1,426,003		37.2	%
Operating expenses	$	18,237,852	$	21,719,773	$	(3,481,921	)	(16.0		%)	$	60,233,075	$	55,737,991	$	4,495,084		8.1	%

Marketing costs consist mostly of traffic acquisition (i.e., media) costs and include those expenses required to attract an audience to various web properties. Marketing costs for the three months ended September 30, 2025 were 21.4% lower than the same quarter last year primarily due to lower revenue with a Platform client that provides advertising inventory to owned websites in addition to fully amortizing the remaining balance of $600,000 of the referral and support services asset (see Note 7 - Commitments of our Consolidated Financial Statements) in the third quarter of 2024. Marketing costs for the nine months ended September 30, 2025 were 5.8% higher compared to the same period in 2024 due primarily to higher revenue from Platform advertisers in the comparable periods.

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Compensation expense was $39,000 higher for the three months ended September 30, 2025 compared to the same time period in 2024 primarily due to the accrual of separation expense of $150,000. Compensation expense for the nine months ended September 30, 2025 was $583,000 higher than the same period in 2024 primarily due to an increase in accrued incentive expense of $633,000 and to accruals of employment and separation agreements of $485,000. Our total employment, both full- and part-time, was 80 at September 30, 2025 compared to 82 at September 30, 2024.

General and administrative costs for the three and nine months ended September 30, 2025 increased 6.9% and 37.2%, respectively, compared to the same periods in 2024 due to a $1.4 million adjustment last year reducing the allowance for expected credit losses primarily for a balance due from a former client in 2022. The client has since paid off its full outstanding balance and no longer has any obligation to us.

Financing expense, net

Financing expense, net of interest income, for the three and nine months ended September 30, 2025, was approximately $113,633 and $159,259, respectively.

Financing expense, net of interest income, for the three and nine months ended September 30, 2024, was approximately $101,000 and $163,000, respectively.

Liquidity and Capital Resources

Our principal sources of liquidity are the sale of our common stock and our credit facility discussed in Note 5 - Bank Debt.

On May 7, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), to sell shares of our common stock, par value $0.001 per share, (the “Shares”), having an aggregate sales price of up to $15,000,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We will pay Wainwright a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares. For the year ended December 31, 2024, we have not sold any shares of common stock under the ATM Agreement. We utilized the ATM Agreement and sold 165,641 shares of common stock for gross proceeds of $1,184,740 during 2025.

As of September 30, 2025, we have approximately $3.4 million in cash and cash equivalents and our net working capital deficit was $4.9 million. For the nine months ended September 30, 2025, we used $1.8 million in cash from operations Additionally, cash used in our investing activities totaled $1,240,992 for the nine months ended September 30, 2025. This amount primarily consists of internally developed software costs, which are largely comprised of fixed labor costs, along with other capitalized expenditures. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. Through September 30, 2025, our accumulated deficit was $177.7 million. During the three months ended September 30, 2025 we experienced lower revenue from Platform clients as a result of changes to policies and procedures required by a Platform client. We expect revenue to increase as a result of making the necessary changes to comply with these requirements.

Management plans to support the Company’s future operations and capital expenditures primarily through cash generated from

its credit facility until such time as we reach profitability. Any repayments of the financing agreement will be made through collections from eligible accounts receivable. We believe that our current cash position, credit facility, and the equity raised through our ATM program during 2025 will be sufficient liquidity to sustain operations for at least the next twelve months from the date of this filing. If our plan to grow the IntentKey product is unsuccessful or revenue from Platforms does not increase, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term. Funding from sales of securities, debt financings or other sources may not be available on terms acceptable to us, if at all. These uncertainties could adversely impact our future liquidity.

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Cash Flows

The table below sets forth a summary of our cash flows for the nine months ended September 30, 2025 and 2024:

	For the Nine Months Ended September 30,
	2025			2024
Net cash used in operating activities	$	(1,807,308	)	$	(100,345	)
Net cash provided by/(used in) investing activities	$	(1,240,992	)	$	(1,409,762	)
Net cash provided by/(used in) financing activities	$	3,968,636		$	(343,526	)

Cash Flows - Operating

Net cash used in operating activities was $1,807,308 during the nine months ended September 30, 2025. We reported a net loss of $4,501,648, which included non-cash expenses of depreciation and amortization expense of $1,685,756, depreciation of right of use assets of $17,287, and stock-based compensation expense of $842,887. The change in operating assets and liabilities during the nine months ended September 30, 2025 was a net provision of cash of $48,874 primarily due to a decrease of $2,611,148 in accounts receivable partially offset by a decrease of other liabilities of $1,636,113. Our terms are such that we generally collect receivables prior to paying trade payables. However, our Media sales arrangements typically have slower payment terms than the terms of related payables.

During the comparable nine-month period in 2024, cash used in operating activities was $100,345 from a net loss of $5,903,142 and included several non-cash expenses of depreciation and amortization expense of $1,951,196 and stock-based compensation expense of $1,087,533. The change in operating assets and liabilities during the nine months ended September 30, 2024, was a net provision of cash of $3,210,679.

Cash Flows - Investing

Net cash used in investing activities was $1,240,992 for the nine months ended September 30, 2025, and consisted primarily of capitalized internal development costs.

Net cash provided by investing activities was $1,409,762 for the nine months ended September 30, 2024, and consisted primarily of capitalized internal development costs.

Cash Flows - Financing

Net cash provided by financing activities was $3,968,636 during the nine months ended September 30, 2025, and was primarily due to the utilization of our Financing Agreement as discussed in Note 5 - Bank Debt.

Net cash used in financing activities during the nine months ended September 30, 2024 was $343,526 and was primarily due to taxes paid on restricted stock unit grants exercised.

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Off Balance Sheet Arrangements

As of September 30, 2025, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management does not expect that our disclosure controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of September 30, 2025, the end of the period covered by this report, our management concluded their evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As of the evaluation date, our Chief Executive Officer and Chief Financial Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS-UPDATE

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Accordingly, we incorporate by reference the risk factors disclosed in Part I, Item 1A of our Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025 and our subsequent filings with the SEC, subject to the new or modified risk factors appearing below that should be read in conjunction with the risk factors disclosed in such Form 10-K and our subsequent filings.

We rely on two customers for a significant portion of our revenues. We are reliant upon two customers for most of our revenue. For the three-month period ending September 30, 2025, two Platform customers accounted for 62.8% and 19.6% of our overall revenue, respectively and for the nine-month period ended September 30, 2025, 66.9% and 18.8% of our overall revenue, respectively. During the same period in 2024, we were reliant upon one platform customer for most of our revenue. For the three-month period ending September 30, 2024, one customer accounted for 79.9% of our overall revenue, and for the nine-month period ended September 30, 2024, 76.5% of our overall revenue. The amount of revenue we receive from these customers is dependent on a number of factors outside of our control, including changes in the respective customer's advertising budget, both in terms of allocated dollars and media mix, financial resources of the customers, as well as general economic conditions. We would likely experience a significant decline in revenue and our business operations could be significantly harmed if these customers do not continue to utilize our services. Additionally, our business operations and financial condition could be significantly harmed if these customers do not pay for our services on a timely basis. The loss of any of these customers or a material change in the revenue or gross profit they generate or their failure to timely pay us for our services would have a material adverse impact on our business, results of operations and financial condition in future periods.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY AND DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Trading Plans

During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

No.	Exhibit Description	Form	Date Filed	Number	Filed or Furnished Herewith
3(i).1	Articles of Incorporation, as amended	10-KSB	3/1/04	4
3(i).2	Amended to Articles of Incorporation filed March 14, 2005	10-KSB	3/31/06	3.2
3(i).3	Articles of Merger between Inuvo, Inc. and Kowabunga! Inc.	8-K	7/24/09	3.4
3(i).4	Certificate of Change Filed Pursuant to NRS 78.209	8-K	12/10/10	3(i).4
3(i).5	Certificate of Merger as filed with the Secretary of State of Nevada on February 29, 2012	10-K	3/29/12	3(i).5
3(i).6	Articles of Amendment to Amended Articles of Incorporation as filed on February 29, 2012	10-K	3/29/12	3(i).6
3(i).7	Articles of Amendment to Amended Articles of Incorporation as filed on October 31, 2019	10-Q	5/15/20	3(i).7
3(i).8	Certificate of Validation of Amendment to Amended Articles of Incorporation as filed October 16, 2020.	10-Q	11/9/20	3(i).8
3(i).9	Articles of Amendment to Articles of Incorporation as filed January 7, 2021	10-K	2/11/21	3(i).9
3(i).10	Articles of Amendment to Articles of Incorporation as filed on August 19, 2021	10-Q	11/12/21	3(i).10
3(ii).1	Second Amended and Restated By-Laws	8-K	5/22/23	3(ii).1
10.1	Separation Agreement and Release, dated September 30, 2025, between Inuvo, Inc. and Barry Lowenthal	8-K	10/1/25	10.1
10.2	Employment Agreement, dated September 30, 2025, between Inuvo, Inc. and Robert C. Buchner	8-K	10/1/25	10.1
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer				Filed
31.2	Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer				Filed
32.1	Section 1350 certification of Chief Executive Officer				Furnished
32.2	Section 1350 certification of Chief Financial Officer				Furnished
101.INS	Inline XBRL Instance Document				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	The cover page for Inuvo, Inc.’s quarterly report on Form 10-Q for the period ended September 30, 2025, formatted in Inline XBRL (included with Exhibit 101 attachments).				Filed

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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, thereunto duly authorized.

	Inuvo, Inc.

November 6, 2025	By:	/s/ Richard K. Howe
		Richard K. Howe,

		Chief Executive Officer, principal executive officer

November 6, 2025	By:	/s/ Wallace D. Ruiz
		Wallace D. Ruiz,

		Chief Financial Officer, principal financial and accounting officer

Inuvo, Inc. 10-Q