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) November 11, 2020
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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 Ave., Ste. 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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(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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INUV
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NYSE American
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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 November 11, 2020, ValidClick, Inc. (“ValidClick”), a wholly-owned subsidiary of Inuvo, Inc. (“Inuvo”) entered into an Amendment #28 to the Yahoo! Publisher Network Contract #1-19868214 (the “Amendment”) with Oath Holdings Inc., Yahoo! Singapore Digital Marketing Pte. Ltd, and Verizon Media EMEA Limited to amend certain provisions of the Yahoo! Publisher Network Contract #1-19868214, dated as of April 24, 2009 (as amended, the “Agreement”).
The Amendment modifies the terms of the Agreement by extending the term from November 30, 2020, to November 30, 2022, with automatic one year renewals unless either party gives written notice of non-renewal at least 90 days before the end of the then current term. The Amendment also modified certain payment terms and exclusivity related provisions under the Agreement.
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.
* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to Inuvo if publicly disclosed.
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: November 16, 2020
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By:
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/s/ John Pisaris
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John Pisaris, General Counsel
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Exhibit 10.1
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
[***] INDICATES THAT INFORMATION HAS BEEN REDACTED
Amendment #28
to the
Yahoo Publisher Network Contract #1-19868214
Effective Date: April 24, 2009, as amended (“Agreement”)
This Amendment #28 to the Agreement (“Amendment #28”) is by and between ValidClick, Inc. (“Publisher”), on the one hand, and Oath Holdings Inc., Yahoo! Singapore Digital Marketing Pte. Ltd., and Verizon Media EMEA Limited (collectively, "Yahoo" or “Verizon Media”), on the other hand, and is made effective as of the latter date of Verizon Media’s or Publisher’s signature below (the “Amendment #28 Effective Date”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
In consideration of these mutual covenants and conditions and for such other good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, Verizon Media and Publisher desire to amend the Agreement as follows:
1.Term. The Term of the Agreement is extended for an additional two (2) year period, by deleting “End Date: November 30, 2020” on the Cover Page and replacing it with “End Date: November 30, 2022.” Thereafter, the Term will automatically renew for additional one (1) year periods unless either party gives notice of non-renewal at least ninety (90) days before the expiration of the then-current Term.
2.Compensation.
A.The chart set forth in the “Compensation” section of the Cover Page of the Agreement (as most recently amended and restated in Amendment #18) is deleted in its entirety and replaced with the following, effective as of November 1, 2020:
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B.***
3.Exclusivity. Section 8 (Exclusivity) of Attachment B (Terms and Conditions) of the Agreement is deleted in its entirety and replaced with the following:
***
4.Except as expressly set forth herein, the terms and conditions of the Agreement are unmodified and remain in full force and effect. The Agreement is amended to provide that references in the Agreement to “this Agreement” or “the Agreement” (including indirect references such as “hereunder,” “hereby,” “herein” and “hereof”) shall be deemed references to the Agreement as amended hereby. This Amendment #28 may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. An electronically transmitted signature via pdf shall be deemed the equivalent to an original ink signature. In the event of a conflict between any of the terms and conditions of the Agreement and any of the terms and conditions of this Amendment #28, the terms and conditions of this Amendment #28 shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment #28 to be executed by their duly authorized representatives.
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VALIDCLICK, INC.
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OATH HOLDINGS INC.
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By: /s/ Don W. Barrett III
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By: /s/ Kelly Liang
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Name: Don W. Barrett III
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Name: Kelly Liang
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Title: COO
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Title: Senior Vice President
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Date: October 26, 2020
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Date: 11/10/2020
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VERIZON MEDIA EMEA LIMITED
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By: /s/ Abri Aucamp
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Name: Abri Aucamp
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Title: Senior Director
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Date: 11/11/2020
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YAHOO! SINGAPORE DIGITAL MARKETING PTE. LTD.
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By: /s/ Margaret Chang
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Name: Margaret Chang
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Title: Senior Director
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Date: 11/10/2020
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