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)    September 22, 2023

 

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, AR

 

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

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

INUV

 

NYSEAmerican

 

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 1.01 Entry into a Material Definitive Agreement.

 

On September 22, 2023, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of Inuvo, Inc. entered into an Extension Amendment (the “Amendment”), effective as of August 1, 2023, to the Google Services Agreement with Google LLC, to amend certain provisions of the Google Services Agreement, dated February 24, 2021 (as amended, the “Agreement”).

 

The Amendment modifies the terms of the Agreement by extending the term for an additional month from the then current expiration date. The new expiration date of the Agreement is October 31, 2023.

 

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits. 

 

10.1

 

Extension Amendment to Google Services Agreement by and between Vertro, Inc. and Google LLC, dated as of September 22, 2023, and effective as of October 1, 2023.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

 

 

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:  September 27, 2023

By:  

/s/ John Pisaris

 

 

John Pisaris, General Counsel

 

 

3

  

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Cover
Sep. 22, 2023
Cover [Abstract]  
Entity Registrant Name Inuvo, Inc.
Entity Central Index Key 0000829323
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Sep. 22, 2023
Entity File Number 001-32442
Entity Incorporation State Country Code NV
Entity Tax Identification Number 87-0450450
Entity Address Address Line 1 500 President Clinton Ave.
Entity Address Address Line 2 Ste. 300
Entity Address City Or Town Little Rock
Entity Address State Or Province AR
Entity Address Postal Zip Code 72201
City Area Code 501
Local Phone Number 205-8508
Security 12b Title Common Stock, $0.001 par value
Trading Symbol INUV
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false

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