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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 22, 2025
INUVO, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
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001-32442 |
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87-0450450 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
500 President Clinton Ave., Ste. 300, Little Rock, AR |
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72201 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (501) 205-8508
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, $0.001 par value |
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INUV |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On May 22, 2025, Inuvo, Inc. (“Inuvo”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was March 25, 2025. At the close of business on that date, the Company had 143,613,033 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Of the 143,613,033 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting, 86,248,517 shares (or 60.06%), constituting a quorum, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, five proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 4, 2025. The final voting results were as follows:
Proposal 1
Inuvo’s stockholders elected the following Class II director to serve for a term expiring at the 2028 annual meeting of stockholders or until his respective successor has been duly elected and qualified, based upon the voting results set forth below.
Votes For |
Withheld |
Broker Non-Votes |
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Johnathan Bond |
56,430,432 |
2,618,587 |
27,199,498 |
Proposal 2
Inuvo’s stockholders approved the ratification of the appointment of EisnerAmper LLP as Inuvo’s independent registered public accounting firm, based upon the voting results set forth below.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
83,543,047 |
2,297,663 |
407,807 |
- |
Proposal 3
Inuvo’s stockholders approved the adoption of the 2025 Omnibus Incentive Compensation Plan, based upon the voting results set forth below.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
56,663,979 |
1,914,992 |
470,049 |
27,199,497 |
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Proposal 4
Inuvo’s stockholders approved an amendment (the “Reverse Stock Split Amendment”) to the Articles of Incorporation of the Company, as amended, to provide for a reverse stock split (the “Reverse Stock Split”) of the common stock of the Company, that will be at a ratio of not less than one-for-five (1:5) and not greater than one-for-ten (1:10) (the “Split Ratio Range”), the final determination of which shall be determined by the Board, and to authorize the Board to effect the Reverse Stock Split at their discretion based upon the voting results set forth below.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
77,531,174 |
8,474,65125 |
242,691 |
- |
Proposal 5
Inuvo’s stockholders approved the Advisory Vote on Executive Compensation, based upon the voting results set forth below.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
56,213,485 |
2,160,544 |
674,991 |
27,199,497 |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRAGEMENTS OF CERTAIN OFFICERS.
On May 22, 2025, at the 2025 Annual Meeting of Stockholders of Inuvo, Inc., Inuvo’s shareholders approved the Inuvo, Inc. 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”). The 2025 Plan provides for grants of restricted stock, deferred stock, stock appreciation rights, incentive stock options, non-statutory stock options, restricted stock units, and other stock-based awards. The 2025 Plan will reserve up to and not exceed 10,983,198 shares of Inuvo common stock, which shall consist of (i) 10,000,000 shares of common stock, plus (ii) the number of shares of common stock that are authorized, but not issued or subject to outstanding awards under Inuvo’s 2017 Equity Compensation Plan, as of the effective date of the 2025 Plan, for issuance pursuant to the terms of the 2025 Plan. Additional details about the 2025 Plan are set forth in Inuvo’s definitive proxy statement filed on April 4, 2025.
ITEM 8.01 OTHER EVENTS.
As reported in Item 5.07, the stockholder of Inuvo approved a Reverse Stock Split and Reverse Stock Split Amendment at the Annual Meeting and granted the Board of Directors discretion to determine a reverse stock split ratio within the Split Ratio Range. On May 27, 2025, Inuvo’s Board of Directors approved the reverse stock split of its outstanding common stock, $0.001 par value per share, at the ratio of 1-for-10. This will be effective for trading purposes as of the commencement of trading on Tuesday, June 10, 2025. Inuvo’s common stock will continue to trade on the NYSE American under the symbol “INUV,” but under a new CUSIP number, 46122W 303.
Inuvo’s purpose in effectuating the reverse stock split is to improve the marketability and liquidity of its stock aiming to attract a broader range of institutional investors and analysts in support of its long-term growth strategy.
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As a result of the reverse stock split, every ten (10) pre-split shares of Inuvo common stock issued and outstanding will automatically become one (1) share of Inuvo common stock. Proportionate adjustments will be made, as applicable, to the exercise prices and the number of shares underlying Inuvo’s outstanding equity awards, as well as to the number of shares available for issuance under Inuvo’s equity incentive plans. The post-split Inuvo common stock will remain fully paid and non-assessable. The reverse stock split will not affect the total number of authorized shares of Inuvo common stock or alter the par value of the common stock. The reverse stock split will reduce the number of issued and outstanding shares from approximately 144.5 million shares to approximately 14.5 million shares.
No fractional shares will be issued in connection with the reverse stock split. Instead, stockholders who would otherwise be entitled to receive a fractional share will have their holdings rounded up to the nearest whole share.
Colonial Stock Transfer (“Colonial”), Inuvo’s transfer agent, is acting as the exchange agent for the reverse stock split. Stockholders who hold their shares electronically in book-entry form, as well as those who hold their shares through a bank, broker or other nominee are not required to take any action. Holdings maintained through a bank, broker, or other nominee will be automatically adjusted to reflect the effects of the reverse stock split.
ITEM 9.01 OTHER EVENTS.
(d) Exhibits. |
Exhibit No. |
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Description |
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2025 Equity Compensation Plan Form of Restricted Stock Unit Agreement. |
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2025 Equity Compensation Plan Form of Non-Qualified Stock Option Agreement. |
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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 hereunto duly authorized.
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INUVO, INC.
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Date: May 28, 2025 |
By: |
/s/ Wallace Ruiz |
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Wallace Ruiz, Chief Financial Officer |
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EXHIBIT 10.2
INUVO, INC.
500 President Clinton Avenue, STE 300, Little Rock, Arkansas 72201
2025 OMNIBUS INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT
Inuvo, Inc., a Nevada corporation, (the “Company”), hereby grants to the grantee named below (the “Grantee”) a restricted stock unit grant (the “Grant”) for the total number of shares shown below of Common Stock of the Company (the “Shares”), subject to all of the terms and conditions of this Restricted Stock Unit Grant Agreement and the Inuvo, Inc. 2025 Omnibus Incentive Compensation Plan (the “Plan”) attached hereto as Appendix A. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions of this Restricted Stock Unit Grant Agreement and the Plan shall be resolved in favor of the terms and conditions of this Restricted Stock Unit Grant Agreement.
Grantee:
Grant Date:
RSUs Subject to Grant:
Vesting:
Vesting of the Grant is contingent upon continued employment with the Company and unvested Grants will terminate upon separation of employment from the Company for any reason, unless otherwise specified in any other agreement on record.
This Agreement is not an employment agreement and nothing contained herein gives you any right to continue to be employed by or provide services to the Company or affects the right of the Company to terminate your employment or other relationship with you
The Grantee shall have no rights as a beneficial owner of the Shares, including the right to vote such shares at a meeting of the Company’s stockholders, until the beneficial ownership of the Shares shall have vested.
[Signature Page Follows]
IN WITNESS WHEREOF, this Restricted Stock Unit Grant Agreement, consisting of this page and the attached plan has been executed by the Company by a duly authorized officer as of the date specified herein.
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Optionee Signature |
EXHIBIT 10.3
INUVO, INC.
500 President Clinton Avenue, STE 300, Little Rock, Arkansas 72201
2025 OMNIBUS INCENTIVE COMPENSATION PLAN
NONQUALIFED STOCK OPTION AWARD AGREEMENT
Grant Date:
Optionee Name:
Optionee Address:
Congratulations. You have been granted a Nonqualified Stock Option under the Inuvo, Inc. 2025 Omnibus Incentive Compensation Plan (the "Plan") on the following terms:
1. Number of Shares. The number of shares of Common Stock of Inuvo, Inc. ("Shares") that you may purchase under this Option is:
2. Exercise Price. The exercise price to purchase Shares under this Option is: $_______ per Share, the fair market value on the Grant Date.
3. Vesting. This Option will vest and become exercisable as follows:
4. Lapse. This Option will lapse and cease to be exercisable upon:
5. Taxation. This Option is a Nonqualified Option. You will have taxable income upon the exercise of this Option. At that time, you must pay to the Company an amount equal to the required federal, state and local tax withholding less any withholding otherwise made from your salary or bonus. If, for any reason, the Company is unable to withhold all or any portion of the amount required to be withheld, then you (or any person who may exercise this Option) agree to pay an amount equal to the withholding required to be made less the amount actually withheld by the Company. You must satisfy any relevant withholding requirements before the Company issues Shares to you.
6. Exercise. This Option may be exercised by the delivery of this Agreement with the notice of exercise attached hereto properly completed and signed by you to the Secretary of the Company, together with the aggregate Exercise Price for the number of Shares as to which the Option is being exercised, after the Option has become exercisable and before it has ceased to be exercisable. The Exercise Price must be paid (i) in cash, (ii) by authorizing a third party with which you have a brokerage or similar account to sell the Shares (or a sufficient portion of such Shares) acquired upon the exercise of the Option and remit to the Company a portion of the sale proceeds sufficient to pay the entire Exercise Price to the Company, (iii) by delivering Shares that have an aggregate Fair Market Value on the date of exercise equal to the Exercise Price; (iv) by authorizing the Company to withhold from the total number of Shares as to which the Option is being exercised the number of Shares having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price for the total number of Shares as to which the Option is being exercised, or (v) by any combination of (i), (ii), (iii), and (iv). In the case of an election pursuant to (i) above, cash shall mean cash or check made payable to Inuvo, Inc. In the case of payment pursuant to (ii) or (iii) above, your authorization must be made on or prior to the date of exercise and shall be irrevocable.
7. No Transfer. This Option may not be sold, pledged nor otherwise transferred other than by will or the laws of descent and distribution; and it may only be exercised during your lifetime by you. Notwithstanding the foregoing, you may transfer this Option either (a) to members of your immediate family (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended), to one or more trusts for the benefit of such family members, or to partnerships or other entities in which such family members are the only partners or owners, provided that you do not receive any consideration for the transfer, or (b) with the prior written approval of the committee appointed by the Board of Directors to administer the Plan. Any option held by a transferee remains subject to the same terms and conditions that applied immediately prior to transfer based on the transferor's continuing relationship with the Company. This Agreement is neither a negotiable instrument nor a security (as such term is defined in Article 8 of the Uniform Commercial Code).
8. Not An Employment Agreement. This Agreement is not an employment agreement and nothing contained herein gives you any right to continue to be employed by or provide services to the Company or affects the right of the Company to terminate your employment or other relationship with you.
9. Forfeiture Conditions. Notwithstanding any provision herein to the contrary, in the event of termination of your employment for Cause, the breach of any non-competition or confidentiality restrictions applicable to you, or your participation in an activity that is deemed by the Committee to be detrimental to the Company, (i) your right to exercise any unexercised portion of the Option shall immediately terminate and all rights thereunder shall cease, (ii) your right to receive an issuance of Shares upon settlement of the Option shall immediately terminate, and, (iii) if the Option has been exercised, in whole or in part, then either (A) the Shares issued upon exercise of the Option shall be forfeited and returned to the Company and you shall be repaid the lesser of (x) the then-current Fair Market Value per Share or (y) the Exercise Price paid for such Option Shares, or (B) you will be required to pay to the Company in cash an amount equal to the gain realized by you from the exercise of such Option (measured by the difference between the Fair Market Value of the Option Shares on the date of exercise and the Exercise Price paid by you).
10. Plan Controls. The terms of this Agreement are subject to, and controlled by, the terms of the Plan, as it is now in effect or may be amended from time to time hereafter, which are incorporated herein as if they were set forth in full. Any words or phrases defined in the Plan have the same meanings in this Agreement. A copy of the Plan is attached to this Agreement. You should read the entire Plan to familiarize yourself with its terms and conditions.
11. Miscellaneous. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and it supersedes and discharges all prior agreements (written or oral) and negotiations and all contemporaneous oral agreements concerning such subject matter. This Agreement may not be amended or terminated except by a writing signed by the party against whom any such amendment or termination is sought. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. This Agreement shall be governed by the laws of the State of Nevada.
Please acknowledge your acceptance of this Agreement by signing the enclosed copy in the space provided below and returning it promptly to the Company.
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Optionee Signature |