{"filing":{"accession_number":"0001654954-26-006459","cik":"0000829323","ticker":"INUV","company_name":"Inuvo, Inc.","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"inuvo_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/829323/000165495426006459/inuvo_8k.htm"},"events":[{"id":15442,"run_id":13775,"accession_number":"0001654954-26-006459","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"Inuvo completed a registered direct offering of approximately 2.97 million shares of common stock at $1.00 per share and a concurrent private placement of Class A and Class B warrants to purchase up to 2.97 million shares each, raising approximately $12.97 million in gross proceeds and materially diluting existing shareholders.","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13209,"accession_number":"0001654954-26-006459","item_number":"1.01","item_title":"Entry into Material Definitive Agreements.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Inuvo entered into a securities purchase agreement on June 30, 2026, to issue 1,631,121 shares of common stock at $1.00 per share and 1,337,693 pre-funded warrants, plus Class A and Class B warrants to purchase 2,968,814 shares each in a concurrent private placement. The registered direct offering and private placement are expected to raise approximately $2.97 million in gross proceeds. This is a dilutive equity issuance combining registered and unregistered securities, characteristic of a PIPE-like transaction raising capital through equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13212,"accession_number":"0001654954-26-006459","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in a private placement of warrants (Common Warrants and Placement Agent Warrants) issued pursuant to Section 4(a)(2) and Rule 506 to accredited investors. The press release confirms a concurrent private placement of Class A and Class B warrants to purchase up to 2.97 million shares each at $1.28 per share, alongside a registered direct offering of 2.97 million shares at $1.00 per share, totaling approximately $12.97 million in gross proceeds. This is a material dilutive capital raise for a small-cap company (NYSE American: INUV).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13213,"accession_number":"0001654954-26-006459","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Inuvo announced a registered direct offering of 2.97 million shares of common stock at $1.00 per share (approximately $2.97 million gross proceeds) plus a concurrent private placement of Class A and Class B warrants. While the filing also includes non-dilutive debt financing ($10 million in secured promissory notes), the core equity issuance—common stock and warrants—represents a dilutive capital raise that would materially affect shareholder ownership and is a significant financing event for the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15443,"run_id":13775,"accession_number":"0001654954-26-006459","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"On June 29, 2026, Inuvo entered into a note purchase agreement with Streeterville Capital, LLC, issuing $10 million in secured promissory notes (a $4.142 million A-1 Note at 9.0% interest and a $6.2 million B Note at 5.0% interest) to retire existing convertible debt and receivables-based credit facilities and provide working capital.","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13210,"accession_number":"0001654954-26-006459","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 1.02 discloses termination of material definitive agreements, specifically the retirement of convertible promissory notes and a receivables-based credit facility. However, the substantive event disclosed in the press release (EX-99.1) is the issuance of $10 million in new secured promissory notes on June 29, 2026, which created new direct financial obligations to replace the terminated debt. The filing centers on the financing transactions that both retire old debt and establish new debt obligations, making debt_issuance the primary event, though the termination aspect is also present.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13211,"accession_number":"0001654954-26-006459","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"On June 29, 2026, Inuvo entered into a note purchase agreement with Streeterville Capital, LLC, issuing two secured promissory notes totaling $10 million in gross proceeds: a $4.142 million A-1 Note at 9.0% interest and a $6.2 million B Note at 5.0% interest. This is a clear creation of direct financial obligations through debt issuance. The filing explicitly states the Company used proceeds to retire existing convertible debt and receivables-based credit facilities, simplifying its capital structure and providing working capital—a material financing event for a small-cap company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13209,"accession_number":"0001654954-26-006459","item_number":"1.01","item_title":"Entry into Material Definitive Agreements.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Inuvo entered into a securities purchase agreement on June 30, 2026, to issue 1,631,121 shares of common stock at $1.00 per share and 1,337,693 pre-funded warrants, plus Class A and Class B warrants to purchase 2,968,814 shares each in a concurrent private placement. The registered direct offering and private placement are expected to raise approximately $2.97 million in gross proceeds. This is a dilutive equity issuance combining registered and unregistered securities, characteristic of a PIPE-like transaction raising capital through equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01"},{"id":13210,"accession_number":"0001654954-26-006459","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 1.02 discloses termination of material definitive agreements, specifically the retirement of convertible promissory notes and a receivables-based credit facility. However, the substantive event disclosed in the press release (EX-99.1) is the issuance of $10 million in new secured promissory notes on June 29, 2026, which created new direct financial obligations to replace the terminated debt. The filing centers on the financing transactions that both retire old debt and establish new debt obligations, making debt_issuance the primary event, though the termination aspect is also present.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01"},{"id":13211,"accession_number":"0001654954-26-006459","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"On June 29, 2026, Inuvo entered into a note purchase agreement with Streeterville Capital, LLC, issuing two secured promissory notes totaling $10 million in gross proceeds: a $4.142 million A-1 Note at 9.0% interest and a $6.2 million B Note at 5.0% interest. This is a clear creation of direct financial obligations through debt issuance. The filing explicitly states the Company used proceeds to retire existing convertible debt and receivables-based credit facilities, simplifying its capital structure and providing working capital—a material financing event for a small-cap company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01"},{"id":13212,"accession_number":"0001654954-26-006459","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in a private placement of warrants (Common Warrants and Placement Agent Warrants) issued pursuant to Section 4(a)(2) and Rule 506 to accredited investors. The press release confirms a concurrent private placement of Class A and Class B warrants to purchase up to 2.97 million shares each at $1.28 per share, alongside a registered direct offering of 2.97 million shares at $1.00 per share, totaling approximately $12.97 million in gross proceeds. This is a material dilutive capital raise for a small-cap company (NYSE American: INUV).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01"},{"id":13213,"accession_number":"0001654954-26-006459","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Inuvo announced a registered direct offering of 2.97 million shares of common stock at $1.00 per share (approximately $2.97 million gross proceeds) plus a concurrent private placement of Class A and Class B warrants. While the filing also includes non-dilutive debt financing ($10 million in secured promissory notes), the core equity issuance—common stock and warrants—represents a dilutive capital raise that would materially affect shareholder ownership and is a significant financing event for the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T19:34:51.088072+00:00","company_name":"Inuvo, Inc.","ticker":"INUV","filing_date":"2026-07-01"}]}