Inuvo, Inc. 8-K

What Happened

• Inuvo, Inc. (INUV) announced on Jan. 14, 2026 that it entered a securities purchase agreement to issue subordinated convertible notes in an aggregate principal amount of $3,333,333.33 (the “Note Financing”). The Notes are issued with a 10% original issue discount and are convertible into Inuvo common stock at $3.10 per share. The company also executed a Registration Rights Agreement with the buyers and a Debt Subordination Agreement in favor of its senior lender, SLR Digital Finance LLC.

Key Details

• Aggregate principal: $3,333,333.33; Notes issued with a 10% original issue discount (investors effectively pay ~90% of principal).
• Conversion price: $3.10 per share; NYSE American limit caps issuance to 2,941,274 shares (19.99% of outstanding shares pre-transaction) without shareholder approval.
• Beneficial ownership cap: buyers may not cause beneficial ownership >4.99% (can be increased up to 9.99% with 61 days’ prior written notice).
• Registration rights: company must file a resale registration statement within 30 days of closing and use reasonable best efforts to have it declared effective within 60 days of filing (or 60 days if SEC review occurs).
• Placement agent: Curvature Securities LLC; fee equals 6% of gross proceeds per drawdown plus $7,500 in expenses.
• Notes offered under exemptions: Section 4(a)(2) and Rule 506(b) of Regulation D; subordinated to existing senior debt per the Debt Subordination Agreement.

Why It Matters

• Dilution and ownership limits: if converted, the Notes could materially increase the company’s outstanding shares (conversion price $3.10); NYSE rules and buyer ownership caps constrain how many shares can be issued without shareholder approval.
• Financing structure: the 10% original issue discount and convertible nature affect the company’s cash proceeds and future equity dilution; the debt is subordinated to the company’s senior lender, which may affect creditor priority.
• Liquidity for investors: the registration rights oblige Inuvo to register holders’ resale of the convertible securities, which could enable buyers to more easily sell shares once the registration is effective.

For full terms and risks, refer to the Purchase Agreement, Convertible Note, Registration Rights Agreement, and Debt Subordination Agreement filed as exhibits to the Form 8-K.