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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)   January 22, 2021
 
INUVO, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
001-32442
87-0450450
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
500 President Clinton Ave., Ste. 300, Little Rock, Arizona
72201
(Address of principal executive offices)
(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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
INUV
NYSE American
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 8.01

OTHER EVENTS
 
On January 22, 2021, Inuvo, Inc. (the “Company”) closed its previously announced registered direct offering (the “Offering”) of an aggregate of 5,681,817 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $1.10 per share, for gross proceeds to the Company of approximately $6,250,000, before deducting placement agent fees and other offering expenses. Following the Offering, the Company had an aggregate of 117,153,739 shares of Common Stock outstanding.
 
A copy of the opinion of Clark Hill PLC relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 hereto.
 
On January 22, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
 
ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits.
 
Exhibit No.
 
Description
5.1
 
Opinion of Clark Hill PLC
 
Consent of Clark Hill PLC (included in Exhibit 5.1)
 
Press release dated January 22, 2021
 
 
 
 
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:  January 22, 2021
By:  
/s/ John B. Pisaris
 
 
 
John B. Pisaris, General Counsel
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
Exhibit No.
 
Description
5.1
 
Opinion of Clark Hill PLC
 
Consent of Clark Hill PLC (included in Exhibit 5.1)
 
Press release dated January 22, 2021
 
 
 
 
 
 
 
 
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