8-K 1 a8-kxyahooamend.htm 8-K Document

Washington, DC 20549
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

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 President Clinton Ave., Ste. 300, Little Rock, AR72201
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par valueINUVNYSE American

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.
Date:  November 16, 2020By:  /s/ John Pisaris 
          John Pisaris, General Counsel