Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE DATED MAY 11, 2018 - Inuvo, Inc. | innuv_ex99-1.htm |
| EX-10.1 - FORM OF LOCK-UP AGREEMENT - Inuvo, Inc. | innuv_ex101.htm |
| EX-5.1 - OPINION OF PEARLMAN LAW GROUP LLP - Inuvo, Inc. | innuv_ex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Inuvo, Inc. | innuv_ex1-1.htm |
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 11, 2018 (May 11, 2018)
May 11, 2018 (May 11, 2018)
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INUVO,
INC.
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(Exact
name of registrant as specified in its charter)
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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.)
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500
President Clinton Avenue, Suite 300, Little Rock, AR
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72201
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(501)
205-8508
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not
applicable
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(Former
name or former address, if changed since last report)
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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).
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Emerging growth company
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☐
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If an
emerging growth company, indicate by checkmark 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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 11, 2018, Inuvo, Inc. (“Inuvo” or the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Roth Capital Partners,
LLC (the “Underwriter”), pursuant to which the Company
agreed to sell to the Underwriter in a firm commitment underwritten
public offering (the “Offering”) an aggregate of
2,860,000 shares the “Firm Shares”)of common stock ,
par value $0.001 per share (the “Common Stock”) at an
Offering price of $0.70 per share. The Company granted the
Underwriter a 30-day option to purchase up to an
additional 429,000 shares (the “Option Shares”; and
together with the Firm Shares, the “Shares”) of Common
Stock to cover over-allotments, if any.
The net proceeds to the Company from the Offering are expected to
be approximately $1.8 million before the over-allotment option,
after deducting underwriting discounts and commissions and
estimated expenses payable by the Company. The transactions
contemplated by the Underwriting Agreement are expected to close on
May 15, 2018, subject to customary closing conditions.
The Offering was registered and the Shares will be issued pursuant
to the Company’s effective shelf registration statement on
Form S-3 (File No. 333-220317) (the “Registration
Statement”), which was initially filed with the Securities
and Exchange Commission on September 1, 2017, and was declared
effective on September 8, 2017, and the related base prospectus
included in the Registration Statement, as supplemented by the
prospectus supplement dated May 11, 2018 (the “Prospectus
Supplement”). The legal opinion and consent of Pearlman Law
Group LLP addressing the validity of the Common Stock is filed as
Exhibit 5.1 hereto and is incorporated into the Registration
Statement.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions.
The Underwriter will receive discounts and commissions of six
percent (6%) of the gross cash proceeds received by the Company
from the sale of the Shares in the Offering, and up to $30,000 for
its out of pocket expenses, which includes fees of counsel to the
Underwriter, subject to compliance with FINRA Rule
5110(f)(2)(D). In addition, from closing of the Offering and
until April 30, 2019, if the Company or any of its subsidiaries
raises funds by means of a public offering or a private placement
of equity securities using an underwriter or placement agent, then
the underwriter shall have an irrevocable right of first refusal to
participate as sole or co-lead book running and/or sole or co-lead
placement agent with respect to any such transaction with
underwriting fees or placement agent fees equivalent to at least
thirty-five percent (35%) of the aggregate fees paid to the
underwriter or placement agent for such transaction. The Company estimates the total
expenses of this Offering, which will be payable by us, excluding
the Underwriter’s discounts and commissions will be
approximately $30,000. After deducting the Underwriter’s
discounts and commissions and our estimated offering expenses, we
expect the net proceeds from this offering to be approximately $1.8
million. The Company intends to use the net proceeds for
general working capital.
Under
the Underwriting Agreement the Company agreed not to contract to
issue or announce the issuance or proposed issuance of any Common
Stock or Common Stock equivalents for 90 days following the closing
of the Offering. The Company’s executive officers and
directors have entered into 90 day Lock-Up Agreements with the
Placement Agent pursuant to which they have agreed not to sell,
transfer, assign or otherwise dispose of the shares of the
Company’s common stock owned by them, subject to certain
exclusions as set forth therein.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated into this Item
1.01 by reference. A copy of the form of Lock-Up Agreement is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated into this Item 1.01 by reference. The Underwriting
Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended to
provide any other factual information about the Company. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting Agreement. The
representations and warranties may have been made for the purposes
of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject
to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. The foregoing
description of the terms of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement. Investors should review
that document as well as the Registration Statement and Prospectus
Supplement for a complete understanding of the terms and conditions
associated with the Offering.
This Current Report contains forward-looking statements that
involve risk and uncertainties, such as statements related to the
amount of net proceeds expected from the Offering. The risks and
uncertainties involved include various risks detailed in the
Company’s SEC filings from time to time.
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Item 8.01
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Other Events.
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On May 11, 2018, the Company issued a press release announcing the
pricing of the Offering of Common Stock. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Underwriting
Agreement dated May 11, 2018 by and between Roth Capital Partners,
LLP and Inuvo, Inc.
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Opinion
of Pearlman Law Group LLP
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Form of
Lock-Up Agreement
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Consent
of Pearlman Law Group LLP (included in Exhibit 5.1)
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Press
release dated May 11, 2018
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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 11, 2018
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By: /s/
Wallace D. Ruiz
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Wallace
D. Ruiz, Chief Financial Officer
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Index of Exhibits
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Exhibit
No.
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Description
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Underwriting
Agreement dated May 11, 2018 by and between Roth Capital Partners,
LLP and Inuvo, Inc.
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Opinion
of Pearlman Law Group LLP
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Form of
Lock-Up Agreement
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Consent
of Pearlman Law Group LLP (included in Exhibit 5.1)
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Press
release dated May 11, 2018
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