Securities Registration: Employee Benefit Plan (s-8)
July 06 2022 - 4:33PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 6, 2022
Registration No.: 333- ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| | |
| INUVO, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
| Nevada | 87-0450450 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | | | |
| 500 President Clinton Avenue, Suite 300, Little Rock, AR | 72201 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | |
| 2017 Equity Compensation Plan |
| (Full title of the plan) |
| | |
John B. Pisaris, Esq. General Counsel Inuvo, Inc. 500 President Clinton Avenue, Suite 300 Little Rock, AR 72201 |
| (Name and address of agent for service) |
| | |
| (501) 205-8508 |
| (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated filer | | Smaller reporting company | | |
| | Emerging growth company | | |
| | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. | |
EXPLANATORY NOTE
This registration statement on Form S-8 of Inuvo, Inc. relating to 15,150,000 shares of common stock, par value $0.001 per share, issuable under the Inuvo, Inc. 2017 Equity Compensation Plan, as amended (the “Plan”), which common stock is in addition to the: 2,000,000 shares of common stock registered by us on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2017 (File No. 333-220313) and the 7,400,000 shares of common stock registered by us on a registration statement on Form S-8 filed with the SEC on January 25, 2021 (File No. 333-252403) (the “Prior Registration Statements”).
On June 16, 2022, our stockholders approved an amendment to the Plan increasing the number of shares of our common stock reserved for issuance upon awards made thereunder to a total of 24,550,000 shares of common stock and to remove the “evergreen formula” contained in the Plan. Prior to the approval of the amendment to the Plan by stockholders on June 16, 2022, the Plan contained an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the Plan automatically increased on the first trading day of January each calendar year during the term of the Plan, beginning with calendar year 2018, by an amount equal to 1% of the total number of shares of our common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to a maximum annual increase of 150,000 shares of common stock. This registration statement includes: (i) 150,000 shares of common stock as a result of the evergreen increase on January 1, 2022; and (ii) the increase of 15,000,000 shares of our common stock approved by our stockholders on June 16, 2022. As a result of the foregoing, the number of shares of common stock reserved under the Plan is now 24,550,000.
This registration statement relates to the same class as those to which the Prior Registration Statements relate and is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of shares of common stock under the Plan and except as otherwise set forth in this registration statement, are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the Securities and Exchange Commission will update and supersede this information. We incorporate by reference the documents listed below that we have previously filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not deemed to be filed and not incorporated by reference herein:
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (filed on March 17, 2022);
Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 (filed on May 12, 2022);
Our Current Reports on Form 8-K filed on March 28, 2022, April 20, 2022, May 2, 2022, and June 16, 2022; and
The description of the our common stock that is contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on February 28, 2005, as amended on February 29, 2008 (File No. 1-32442) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all reports on Form 8-K subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference | | Filed or Furnished |
| No. | | Exhibit Description | | Form | | Date Filed | | Number | | Herewith |
| 4.1 | | Articles of Incorporation, as amended | | 10-KSB | | 3/1/04 | | 4 | | |
| 4.2 | | Amended to Articles of Incorporation filed March 14, 2005 | | 10-KSB | | 3/31/06 | | 3.2 | | |
| 4.3 | | Articles of Merger between Inuvo, Inc. and Kowabunga! Inc. | | 8-K | | 7/24/09 | | 3.4 | | |
| 4.4 | | Certificate of Change Filed Pursuant to NRS 78.209 | | 8-K | | 12/10/10 | | 3(i).4 | | |
| 4.5 | | Certificate of Merger as filed with the Secretary of State of Nevada on February 29, 2012 | | 10-K | | 3/29/12 | | 3(i).5 | | |
| 4.6 | | Articles of Amendment to Amended Articles of Incorporation as filed on February 29, 2012 | | 10-K | | 3/29/12 | | 3(i).6 | | |
| 4.7 | | Articles of Amendment to Articles of Incorporation as filed on October 31, 2019 | | 10-Q | | 5/15/20 | | 3(i).7 | | |
| 4.8 | | Certificate of Validation of Amendment to Amended Articles of Incorporation as filed October 16, 2020 | | 10-Q | | 11/9/20 | | 3(i).8 | | |
| 4.9 | | Articles of Amendment to Articles of Incorporation as filed January 7, 2021 | | 10-K | | 2/11/21 | | 3(i).9 | | |
| 4.10 | | Articles of Amendment to Articles of Incorporation as filed on August 19, 2021 | | 10-Q | | 11/12/21 | | 3(i).10 | | |
| 4.11 | | Amended and Restated By-Laws | | 10-K | | 3/31/10 | | 3(ii).4 | | |
| 4.12 | | Bylaw amendment adopted February 29, 2012 | | 8-K | | 3/6/12 | | 3(ii).1 | | |
| 4.13 | | Inuvo, Inc. 2017 Equity Compensation Plan | | S-8 | | 9/1/17 | | 10.1 | | |
| 4.14 | | Amendment No. 1 to the 2017 Equity Compensation Plan | | DEF14A | | 9/3/19 | | Exhibit B | | |
| 4.15 | | Amendment No. 2 to the 2017 Equity Compensation Plan | | DEF14A | | 5/2/22 | | Exhibit A | | |
| 5.1 | | | | | | | | | | Filed |
| 23.1 | | | | | | | | | | Filed |
| 23.2 | | | | | | | | | | Filed |
| 23.3 | | Consent of General Counsel of Inuvo, Inc. (included in Exhibit 5.1) | | | | | | | | Filed |
| 24.1 | | Power of Attorney (set forth on the signature pages to this registration statement) | | | | | | | | Filed |
| 107 | | | | | | | | | | Filed |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas on July 6, 2022.
| | | | | |
| Inuvo, Inc. |
| |
| By: /s/ Richard K. Howe |
| Richard K. Howe, Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Richard K. Howe his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | |
| Signature | Title | Date |
| | |
/s/ Richard K. Howe Richard K. Howe | Chief Executive Officer, director, principal executive officer | July 6, 2022 |
| | | |
/s/ Wallace D. Ruiz Wallace D. Ruiz | Chief Financial Officer, principal financial and accounting officer | July 6, 2022 |
| | | |
/s/ Charles D. Morgan Charles D. Morgan | Director | July 6, 2022 |
| | | |
/s/ Gordon J. Cameron Gordon J. Cameron | Director | July 6, 2022 |
/s/ Jonathan Bond Jonathan Bond | Director | July 6, 2022 |
/s/ Kenneth E. Lee Kenneth E. Lee | Director | July 6, 2022 |
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