Inuvo, Inc. 10-Q

ITEM 5. OTHER INFORMATION. Trading Plans During the three months ended March 31, 2024, 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. 23 Entry Into Material Definitive Agreement On May 7, 2024, Inuvo, Inc. entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, as sales agent and/or principal (the “Offering”) shares of its common stock, $0.001 par value per share (the “Shares”). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-277878) filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2024 and declared effective on May 1, 2024 (the “Form S-3”), the base prospectus included in the Form S-3 and the prospectus supplement relating to the Offering, dated May 7, 2021, that will be filed with the SEC providing for up to $15,000,000 of sales of Shares. The issuance and sale, if any, of the Shares held by the Company under the Offering Agreement is subject to the continued effectiveness of the Form S-3. Subject to the terms and conditions of the Offering Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. Under the Offering Agreement, the Agent may sell the Shares 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 (the “Securities Act”). The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Offering Agreement. The offering of the Company’s common stock pursuant to the Offering Agreement will terminate upon the earlier of the sale of all of the shares of the Company’s common stock provided for in this prospectus supplement or the termination of the Offering Agreement as permitted therein. Under the terms of the Offering Agreement, the Agent will be entitled to a commission at a fixed rate of up to 3.0% of the gross proceeds from each sale of Shares under the Offering Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Offering Agreement, and agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company currently intends to use the net proceeds from the Offering for general corporate purposes, which may include additions to working capital and financing potential acquisitions. The foregoing description of the Offering Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Offering Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the opinion of Porter, Wright, Morris & Arthur LLP relating to the validity of the Shares that may be offered and sold under the Registration Statement, is filed with this Quarterly Report on Form 10-Q as Exhibit 5.1. This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country. 24 Table of Contents ITEM 6. EXHIBITS No. Exhibit Description Form Date Filed Number Filed or Furnished Herewith 1.1 At the Market Offering Agreement, dated May 7, 2024 by and between Inuvo, Inc. and H.C. Wainwright & Co., LLC. Filed 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 Amended and Restated By-Laws 10-K 3/31/10 3(ii).4 3(ii).2 Bylaw amendment adopted February 29, 2012 8-K 3/6/12 3(ii).1 5.1 Opinion of Porter Wright Morris & Arthur LLP Filed 10.1 Google Services Agreement effective January 1, 2024 by and between Vertro, Inc. and Google Inc . 8-K 12/21/23 10.1 23.1 Consent of Porter Wright Morris & Arthur LLP(included in Exhibit 5.1) Filed 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 March 31, 2024, formatted in Inline XBRL (included with Exhibit 101 attachments). Filed 25 Table of Contents 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. May 7, 2024 By: /s/ Richard K. Howe Richard K. Howe, Chief Executive Officer, principal executive officer May 7, 2024 By: /s/ Wallace D. Ruiz Wallace D. Ruiz, Chief Financial Officer, principal financial and accounting officer 26