Inuvo, Inc. Enters New Agreement, Terminates Old One
Ticker: INUV · Form: 8-K · Filed: Aug 1, 2024 · CIK: 829323
| Field | Detail |
|---|---|
| Company | Inuvo, INC. (INUV) |
| Form Type | 8-K |
| Filed Date | Aug 1, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.001, $10,000,000, $10 Million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, debt-obligation, agreement-termination
Related Tickers: INUV
TL;DR
Inuvo just signed a new deal and ditched an old one, creating a new debt. Big changes ahead.
AI Summary
On July 30, 2024, Inuvo, Inc. entered into a Material Definitive Agreement and simultaneously terminated a previous Material Definitive Agreement. The company also incurred a direct financial obligation. The filing does not specify the nature of the agreements or the financial obligation.
Why It Matters
This filing indicates a significant shift in Inuvo's contractual relationships, potentially impacting its operations, financial obligations, and strategic direction.
Risk Assessment
Risk Level: medium — The filing indicates the creation of a new financial obligation and the termination of a material agreement, which could introduce financial or operational risks.
Key Players & Entities
- Inuvo, Inc. (company) — Registrant
- July 30, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
FAQ
What is the nature of the Material Definitive Agreement entered into by Inuvo, Inc. on July 30, 2024?
The filing states that Inuvo, Inc. entered into a Material Definitive Agreement on July 30, 2024, but does not provide specific details about its terms or counterparty.
What was the previous Material Definitive Agreement that Inuvo, Inc. terminated?
The filing confirms the termination of a Material Definitive Agreement by Inuvo, Inc. on July 30, 2024, but does not identify the specific agreement.
What is the direct financial obligation created by Inuvo, Inc. on July 30, 2024?
The filing indicates that Inuvo, Inc. created a direct financial obligation on July 30, 2024, but the details of this obligation are not disclosed in the provided text.
What is the significance of the 'Regulation FD Disclosure' item listed in the filing?
The 'Regulation FD Disclosure' item suggests that the information being reported may be material non-public information that is being disclosed to the public to prevent selective disclosure.
What are the former names of Inuvo, Inc. and when did these name changes occur?
Inuvo, Inc. was formerly known as KOWABUNGA! INC. (effective 2008-11-06) and THINK PARTNERSHIP INC (effective 2006-03-15). It also changed its name from INUVO, INC. on 2009-08-10.
Filing Stats: 1,240 words · 5 min read · ~4 pages · Grade level 10.6 · Accepted 2024-07-31 18:52:52
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value INUV NYSE American Indic
- $10,000,000 — will finance up to ten million dollars ($10,000,000) (the "Maximum Line Amount"). The term
- $10 Million — July 31, 2024, entitled "Inuvo Secures $10 Million Credit Line from SLR Digital Finance"
Filing Documents
- inuvo_8k.htm (8-K) — 29KB
- inuvo_ex101.htm (EX-10.1) — 8KB
- inuvo_ex991.htm (EX-99.1) — 10KB
- inuvo_ex101img5.jpg (GRAPHIC) — 396KB
- inuvo_ex101img6.jpg (GRAPHIC) — 407KB
- inuvo_ex101img8.jpg (GRAPHIC) — 430KB
- inuvo_ex101img4.jpg (GRAPHIC) — 367KB
- inuvo_ex101img3.jpg (GRAPHIC) — 64KB
- inuvo_ex101img2.jpg (GRAPHIC) — 106KB
- inuvo_ex101img12.jpg (GRAPHIC) — 223KB
- inuvo_ex101img11.jpg (GRAPHIC) — 410KB
- inuvo_ex101img10.jpg (GRAPHIC) — 399KB
- inuvo_ex101img1.jpg (GRAPHIC) — 347KB
- inuvo_ex101img9.jpg (GRAPHIC) — 391KB
- inuvo_ex991img2.jpg (GRAPHIC) — 2KB
- inuvo_ex101img7.jpg (GRAPHIC) — 411KB
- 0001654954-24-009717.txt ( ) — 5622KB
- inuvo-20240730.xsd (EX-101.SCH) — 6KB
- inuvo-20240730_lab.xml (EX-101.LAB) — 14KB
- inuvo-20240730_cal.xml (EX-101.CAL) — 1KB
- inuvo-20240730_pre.xml (EX-101.PRE) — 9KB
- inuvo-20240730_def.xml (EX-101.DEF) — 2KB
- inuvo_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. The disclosures in Item 2.03 below relating to the Financing Agreement (as defined below) are incorporated by reference into this Item 1.01.
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement. The disclosures in Item 2.03 below relating to the termination of the Loan and Security Agreement, dated February 28, 2020, effective March 12, 2020, as amended by that certain Amendment No. 1 to Loan and Security Agreement and Collateral Documents, dated March 1, 2023 (collectively, the "Existing Loan Agreement"), between Inuvo, Inc. (the "Company"), and Mitsubishi HC Capital America, Inc. ("MHCA"), in connection with the closing of the Financing Agreement, are incorporated by reference into this Item 1.02. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On July 31, 2024, the Company reported that it and its wholly owned subsidiaries, Vertro, Inc., ValidClick Inc., Think Relevant Media, LLC, Kowabugna Marketing, Inc., Bonfire Publishing Group, LLC, Southern Muse Media, LLC, Netseer, Inc., Emerald Brands, LLC, Alot, Inc., and Daily Reads, LLC, on a joint and several basis (collectively, "Borrower"), entered into a Financing and Security Agreement (the "Financing Agreement") with SLR Digital Finance LLC ("SLR"), dated July 30, 2024. Pursuant to the terms of the Financing Agreement, SLR will finance up to ten million dollars ($10,000,000) (the "Maximum Line Amount"). The term of the Financing Agreement is 36 months (the "Initial Term") and shall be automatically extended for successive one-year terms (each, a "Renewal Term") unless Borrower shall provide 60 days prior written notice to Lender of its intention to terminate at the end of the Initial Term or any then current Renewal Term. Under the terms of the Financing Agreement, the Company is permitted to borrow up to 90% of eligible accounts receivable up to the maximum line amount, subject to customer concentration limits of 30% (which is extended to 80% for the Company's largest customer). All obligations to MHCA have been satisfied and the Existing Loan Agreement was termina
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On July 31, 2024, the Company issued a press release regarding the Financing Agreement. A copy of the press release is being furnished as Exhibit 99.1. The information in this Current Report on Form 8-K under this caption and the accompanying Exhibit 991.1 are being furnished under Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 2
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . 10.1* Financing and Security, by and among Inuvo, Inc., Vertro, Inc., ValidClick, Inc., Think Relevant Media, LLC, Kowabugna Marketing, Inc., Bonfire Publishing Group, LLC, Southern Muse Media, LLC, Netseer, Inc., Emerald Brands, LLC, Alot, Inc. and Daily Reads, LLC, and SLR Digital Finance LLC 99.1 Press Release, dated July 31, 2024, entitled "Inuvo Secures $10 Million Credit Line from SLR Digital Finance" * Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission. 3
SIGNATURES
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. INUVO, INC. Date: July 31, 2024 By: /s/ John B. Pisaris John B. Pisaris, General Counsel 4