UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission file number: 001-32442

INUVO, INC.

(Exact name of registrant as specified in its charter)

Nevada		87-0450450
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 President Clinton Ave.,Suite 300, Little Rock, AR		72201
500 President Clinton Ave., Suite 300, Little Rock, AR		72201
(Address of principal executive offices)		(Zip Code)

Registrant'’s telephone number, including area code (501) 205-8508

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		INUV		NYSE American

Securities registered ~~pursuant~~under to Section 12(bg) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "“large accelerated filer,"” "“accelerated filer,"” "“smaller reporting company,"” and "“emerging growth company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

The aggregate market value of the outstanding common stock held by non-affiliates computed by reference to the price at which the common equity was last sold on June 28 30, ~~2024~~2025 (the last business day of the registrant’s most recently completed second quarter), as reported on the NYSE American, was approximately $3363.72 million.

As of February 21 20, ~~2025~~2026, there were ~~142~~14,~~795~~713,~~483~~725 shares of common stock of the registrant outstanding, net of shares of common stock held by a subsidiary.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

The information required by Part III of this annual report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in ~~2025~~2026, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this annual report relates.

TABLE OF CONTENTS

		Page No.
Part I
Item 1.	Business.	4
Item 1A.	Risk Factors.	87
Item 1B.	Unresolved Staff Comments.	1312
Item 1C	Cybersecurity	1312
Item 2.	Properties.	1413
Item 3.	Legal Proceedings.	1413
Item 4.	Mine Safety Disclosures.	1413
Part II
Item 5.	Market for Registrant'’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1514
Item 6.	[Reserved]	1514
Item 7.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations.	1514
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2220
Item 8.	Financial Statements and Supplementary Data.	2220
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	2220
Item 9A.	Controls and Procedures.	2220
Item 9B.	Other Information.	2321
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	2321
Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	2422
Item 11.	Executive Compensation.	2422
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2422
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2422
Item 14.	Principal Accountants Fees and Services.	2422
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	2523
Item 16.	Form 10-K Summary	2624

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "“Securities Act"”), and Section 21E of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "“will,"” "“should,"” "“intend,"” "“expect,"” "“plan,"” "“anticipate,"” "“believe,"” "“estimate,"” "“predict,"” "“potential,"” or "“continue,"” or the negative of such terms or other comparable terminology. This report includes, among others, statements regarding our risks associated with:

	·	a decline in general economic conditions;
	·	decreased market demand for our products and services;
	·	customer revenue concentration;
	·	risks associated with customer collections;
	·	seasonality impacts on financial results and cash availability;
	·	dependence on advertising suppliers;
	·	the ability to acquire traffic in a profitable manner;
	·	failure to keep pace with technological changes;
	·	interruptions within our information technology infrastructure;
	·	dependence on key personnel;
	·	regulatory and legal uncertainties;
	·	failure to comply with privacy and data security laws and regulations;
	·	third party infringement claims;
	·	publishers who could fabricate fraudulent clicks;
	·	the ability to continue to meet the NYSE American listing standards;
	·	the impact of quarterly results on our common stock price;
	·	dilution to our stockholders upon the vesting of outstanding restricted stock unit grants and warrants; and
	·	our ability to identify, finance, complete and successfully integrate future acquisitions.

These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Item 1A - Risk Factors appearing in this report.

Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms "“Inuvo,"” the “Company,” "“we,"” "“us,"” "“our"” and similar terms refer to Inuvo, Inc., a Nevada corporation, and its subsidiaries. When used in this report, “~~2023~~2024” means the fiscal year ended December 31, ~~2023~~2024, ~~"2024"~~“2025” means the fiscal year ended December 31, ~~2024~~2025, and “~~2025~~2026” means the fiscal year ending December 31, ~~2025~~2026. The information which appears on our corporate website at www.inuvo.com and our social media platforms is not part of this report.

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PART I

ITEM 1. BUSINESS.

Company Overview

Inuvo is a ~~leading~~market ~~advertising~~leader ~~technology~~in ~~and services business that has successfully developed and commercialized large language~~ generative artificial intelligence ~~that~~for ~~can~~modeling ~~discover~~media ~~and target digital~~ audiences. ~~instantly~~As ~~without~~a ~~having~~leading toprovider ~~track~~of ~~consumers~~AI-driven ~~around~~data ~~the~~and ~~internet.~~advertising ~~Inuvo’s~~technology ~~innovative~~solutions, ~~technology~~we ~~positions~~have itsuccessfully ascommercialized a ~~leader within the advertising industry~~proprietary, ~~offering~~patented alarge ~~valuable~~language ~~solution~~model to(“LLM”) ~~marketers~~that ~~seeking~~identifies toand ~~navigate~~actions the ~~evolving~~reasons ~~landscape~~why ofconsumers ~~consumer~~are ~~privacy.~~interested ~~Rather~~in ~~than~~products, ~~targeting people~~services, ~~the~~or ~~artificial~~brands ~~intelligence~~- ~~(AI)~~rather ~~targets~~than ~~the~~who ~~reasons~~they ~~behind~~are ~~why~~- ~~people~~offering ~~are~~a ~~interested~~high-performance, inprivacy-by-design ~~products,~~solution ~~services~~for ~~and~~the ~~brands.~~modern advertising landscape.

~~Inuvo’s~~Intelligence ~~primary~~for ~~mission~~the isAgentic toEra. ~~disrupt~~As the ~~advertising~~ industry ~~with~~moves ~~its~~toward ~~proprietary~~“agentic” ~~and~~systems ~~patented~~- ~~artificial~~where ~~intelligence,~~autonomous aAI ~~technology~~agents ~~capable~~increasingly ofhandle ~~identifying~~the planning and ~~targeting~~execution ~~audiences~~of ~~without~~media ~~using~~tasks a- ~~consumer’s~~Inuvo ~~identity~~is oruniquely ~~data.~~positioned ~~The~~as ~~AI,~~a ~~marketed~~critical asintelligence ~~IntentKey~~layer. ~~was~~Unlike ~~designed~~legacy tosystems ~~replace~~that ~~the~~rely ~~consumer~~on ~~data,~~static ~~analytics,~~historical ~~segmentation~~data ~~and~~or ~~lookalike~~consumer ~~modeling~~IDs ~~technologies~~(cookies), ~~that~~Inuvo’s ~~have~~technology ~~traditionally~~provides ~~served~~ the ~~advertising~~real-time, ~~industry~~intent-based asreasoning itrequired ~~transitions~~for toautonomous amedia ~~new~~planning ~~paradigm~~and ~~where~~activation. ~~targeting~~By ~~based~~serving onas athe ~~consumer’s~~neural ~~identity~~network ~~and~~for ~~data~~these ~~are~~adaptive nosystems, ~~longer~~Inuvo ~~possible~~enables ~~due~~brands to ~~the~~move ~~legislative~~from ~~and~~traditional ~~technological~~audience ~~changes~~targeting ~~occurring.~~to dynamic model planning.

~~The advertising industry~~ Inuvo’s ~~serves~~core iscompetitive ~~going~~advantage ~~through~~lies ~~an unprecedented change, the likes of which has never ensued with the potential to disrupt hundreds of billions~~ in ~~annual~~Intent ~~worldwide digital media spend that supports the internet~~Discovery. ~~The cornerstone of the change revolves around the use of a consumer’s identity and data for ad-targeting.~~ While ~~there are many ways to identify consumers,~~ the ~~principal~~programmatic ~~method~~industry ~~that~~ has ~~evolved~~traditionally ~~within~~relied ~~the~~on ~~browsers~~reaching ~~has~~known ~~been~~users ~~the~~based ~~cookie,~~on ~~which~~past ~~is the location within the browser where a consumer's identity gets accessed. When the cookie is no longer available~~behavior, the means to look up a consumer’s personal information in a database is no longer possible. No Cookie. No Data. No Targeting. Nineteen states have now signed consumer privacy legislation and another 10 have privacy bills in process. Apple has already eliminated the use of cookies within its browser and Google is expected to announce its phase out of cookies in 2025. Inuvo’s AI ~~technology~~discovers ~~solves this identity challenge by leveraging artificial intelligence~~new, ~~data~~high-value ~~analytics,~~audiences ~~and~~as ~~automation~~their ~~that~~motivations ~~can optimize the purchase and placement of advertising in real time without consumer data~~form.

~~Inuvo~~This ~~clients,~~intelligence ~~who~~is ~~are~~delivered agencies and brands (collectively, “Agencies & Brands”) and large consolidators of advertising demand (“Platforms”) both benefit from Inuvo’s ability to intelligently process vast amounts of data, detect patterns in behavior, and enhance advertising efficiency, whether through direct media execution or integration into existing campaign management systems. These capabilities are typically sold with services both individually and in combination with each other based on client needs. Agencies & Brands utilize our artificial intelligence-based consumer intent recognition system to reach highly targeted mobile and desktop In-Market audiences with precision. The solution can serve multiple creative formats including display, video, audio and native across multiple device types including desktop, mobile, tablet, connected/smart TV and game consoles. The technology can be consumed by clients as a ~~managed~~suite ~~service or self-service (SaaS). For our Platform clients we utilize a collection~~ of ~~data,~~advanced ~~analytics,~~visualization ~~software, content management~~ and ~~website~~compliance ~~creation technologies to align merchant advertising messages with online content.~~ tools:

~~Inuvo~~· The Company’s ~~revenue~~flagship isproprietary ~~derived~~AI, ~~from~~IntentKey®, ~~the~~analyzes ~~placement~~live ofcontent ~~digital~~consumption ~~advertising~~ across ~~devices,~~the ~~websites~~open web, ~~applications~~mapping ~~and~~human ~~browsers~~motivation ~~within~~to ~~social,~~a ~~search~~concept ~~and~~graph ~~programmatic~~of ~~advertising~~over ~~channels~~25 million ideas. This allows Inuvo ~~facilitates~~to ~~and~~predict ~~gets~~purchase ~~paid~~intent towith ~~deliver~~precision, ~~millions~~often ofidentifying ~~advertising~~emerging ~~messages~~audience ~~monthly~~shifts ~~and~~24 ~~counts~~hours ~~among~~before ~~its~~they ~~client's~~become ~~numerous~~competitive ~~world-renowned~~in ~~companies~~the ~~across~~open ~~industries~~market. ~~Inuvo~~This, ~~generates~~in ~~revenue~~turn, ~~from~~delivers ~~Agencies~~targeting &leverage ~~Brands~~that ~~through~~translates ~~its~~to ~~fully~~superior ~~managed~~supply/demand ~~and~~yields ~~self-service~~within ~~offerings,~~bid ~~both~~streams. · IntentPath: A first-of-its-kind ~~which~~visualization ~~utilize~~that ~~IntentKey,~~allows ~~and~~marketers ~~through~~to see “intent-in-motion,” mapping the ~~placement~~real-time ofjourney ~~advertising~~from oninitial ~~third~~discovery to final purchasing decision. · Ranger: An AI-~~party~~powered ~~publisher~~quality ~~and~~assurance ~~owned~~feature ~~websites~~within ~~designed~~our toCampsight ~~meet~~system ~~Platform~~that ~~client~~ensures ~~requirements~~ad creatives remain consistent, accurate and compliant across digital networks.

~~There~~Inuvo ~~are~~delivers ~~many~~these ~~barriers~~capabilities tothrough ~~entry~~two ~~associated~~primary ~~with the Inuvo~~ business model, including proficiency in large language model based artificial intelligence, large scale information processing, software development, consumer data products, analytics, IOT (internet of things) integration and the relationships required to execute within the IOT. Inuvo’s intellectual property is protected by 19 issued and eight pending patents issued by the United States Patent and Trademark Office (“USPTO”).channels:

4· ~~Table~~Agencies & Brands: Managed and self-service offerings that utilize Inuvo’s intelligence layer for precision audience discovery and brand-safe activation across CTV, Video, Audio, Native, and Display channels. · Platform: Inuvo provides strategic integrations for large consolidators of ~~Contents~~advertising demand. This business is optimized to prioritize advertising quality, scalability, and compliance, leveraging AI to align merchant messaging with online content in a durable, defensible manner.

Inuvo’s competitive moat and intellectual property are protected by 18 issued and three pending patents issued by the United States Patent and Trademark Office. Our IP portfolio includes patents, trade secrets and trademarks. We actively seek to protect our IP rights and to deter unauthorized use of our IP and other assets. While our IP rights are important to our success, our business is not significantly dependent on any single patent, trademark, or other IP right.

Key Relationships

We maintain long-standing relationships with several of the world'’s largest sources of advertising dollars including Yahoo! and Google. We ~~maintain~~have maintained multi-year service contracts with these companies. In addition to our Platform relationships, we maintain important distribution relationships with owners and publishers of websites and mobile applications. We provide these partners with advertisements which they use to monetize their websites and mobile applications. We continuously monitor our advertising quality using a variety of proprietary and patent-protected software tools, including IntentKey. IntentKey has long-standing relationships with several programmatic infrastructure companies that provide billions of bid transactions.

In ~~addition to our Platform relationships~~2025, we ~~support~~had ~~Agencies~~two &individual ~~Brands.~~customers ~~Additionally,~~with werevenue ~~maintain~~concentration ~~important~~greater ~~distribution~~than ~~relationships~~10% ~~with~~of ~~owners~~our ~~and~~total ~~publishers~~revenues ofaccounting ~~websites~~for ~~and mobile applications~~64.2% ~~We provide these partners with advertisements which they use to monetize their websites~~ and ~~mobile applications~~19.3%, ~~We continuously monitor our advertising quality with a variety of proprietary and patent protected software tools~~respectively.

In 2024, we had one individual customer with revenue concentration greater than 10% of our total ~~revenues~~revenue accounting for 75.0%.

In4 ~~2023,~~Table ~~we had two individual customers with revenue concentration greater than 10%~~ of ~~our total revenue accounting for 60.4% and 12.8%, respectively.~~ Contents

Strategy

Our business strategy focuses on developing cutting-edge advertising technologies that disrupt the traditional intermediaries within the online advertising ecosystem, while fostering strong relationships that enable access to both media spend (advertisers) and media inventory (websites). We leverage proprietary demand and supply technologies, targeting and application ad-unit technologies, AI-generated data, data management solutions, and advertising fraud detection systems. Our overarching goal is to be the driving engine behind advertising transaction decisions, rather than simply facilitating the ad placement process.

Platforms: Our Platforms business mitigates market risk by partnering with some of the largest advertising platforms globally. This enables our business to scale rapidly, particularly as these platforms lead industry changes. With strong working capital, low receivables risk, and minimal go-to-market investment requirements, our Platforms business is well-positioned for growth. Our strategy within the Platforms sector is to deepen existing relationships, expand our footprint with current clients, and integrate emerging technologies from our Agencies & Brands business to enhance our competitive advantage.

Agencies & Brands: The Agencies & Brands business leverages our proprietary AI-driven technology to solve key challenges in modern advertising. IntentKey technology, built on the foundation of large language generative AI, is designed to displace entrenched incumbents across the advertising value chain. This revolutionary technology addresses critical issues such as third-party cookies, first-party cookies, IP addresses, URL tracking, audience segmentation, media measurement, and identity management. The strategy is to embed our technology as broadly as possible across the industry particularly as it transitions away from legacy targeting methods used by traditional advertising solutions.

As part of our growth strategy, we continuously evaluate potential acquisitions, with a focus on companies that offer access to new advertiser relationships, media inventory, or publishing content that complements our existing capabilities.

Sales and Marketing

We drive awareness of our brands through a variety of marketing channels, including our websites, social media platforms, blogs, public relations efforts, trade shows, and conferences. Our sales and marketing strategies differ depending on whether the focus is demand-side or supply-side.

On the demand side, our sales team engages directly with agencies, trading desks, brands, and platforms to generate interest. By leveraging our advanced technologies and unique capabilities, our sales executives demonstrate how we identify the most relevant audiences and target them at optimal moments when they are most likely to engage, respond, subscribe, or consume our clients’ messaging.

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On the supply side, we build and maintain strong relationships with media placement partners who provide advertising inventory for auction to Inuvo’s clients. We compensate these partners for their services. Within our Platforms business, we offer unique technologies and content experiences that align with the objectives of our platform clients, allowing us to meet their specific needs effectively.

Competition

We operate in a highly competitive industry, where competitors are continuously expanding their product offerings to capture a larger share of the advertising market. While there are numerous barriers to entry in Inuvo’s business—such as the need for expertise in large-scale data center management, software development, data products, analytics, artificial intelligence, and integration with the Internet of Things (IoT) we are well-positioned to maintain our competitive edge. Our ability to process tens of billions of transactions daily further differentiates us in the marketplace.

We compete, both directly and indirectly, with companies offering demand-side platforms (DSPs), direct marketing platforms, data suppliers and aggregators, media planners, and a range of measurement, attribution and analytics companies.

Our primary competitive advantages include:

	·	patented, proprietary generative large language artificial intelligence technology for the categorization of consumer intent, enabling us to match online audiences to relevant products, services, or brands across screens;
	·	real-time visibility into advertising opportunities, allowing our technology to respond to over a million opportunities per second; and
	·	patented advertising fraud prevention technology that safeguards our clients’ investments.

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While many of our competitors have greater name recognition and larger financial resources, our ability to stay competitive depends on our innovation and ability to deliver unique, effective solutions to both demand and supply-side customers. However, there are no guarantees that we will be able to maintain this competitive positioning in the future.

Inuvo Technology Platforms

Our proprietary applications are constructed from established, readily available technologies. Some of the basic elements of our products are built on components from leading software and hardware providers such as Amazon AWS, Microsoft, Dell, EMC, VMWare, and Cisco, while some components are constructed from leading open-source software projects such as Apache Web Server, Apache Spark, HAProxy, MySQL, Java, Perl, and Linux. By seeking to strike the proper balance between using commercially available software and open-source software, our technology expenditures are directed toward maintaining our technology platforms while minimizing third-party technology supplier costs.

We are committed to building high-performance, reliable, and highly available product offerings. To mitigate the risk of service interruptions caused by third-party technology vendors, we incorporate engineering controls into our critical components to ensure consistent service delivery.

Our hosted solutions are provided from geographically distributed facilities across the United States, complemented by on-demand services from third-party cloud providers, Microsoft Azure and Amazon Web Services (AWS), to support business continuity and enhance operational resilience.

Our applications are monitored around the clock, 365 days a year, through specialized monitoring systems that aggregate alerts to a human-staffed network operations center. In the event of an issue, engineers are promptly notified, and corrective actions are swiftly implemented to minimize disruptions and ensure continuous service availability.

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Intellectual Property Rights

We own intellectual property (IP) and related IP rights that relate to our products, services and assets. Our IP portfolio includes patents, trade secrets and trademarks. We actively seek to protect our IP rights and to deter unauthorized use of our IP and other assets. While our IP rights are important to our success, our business is not significantly dependent on any single patent, trademark, or other IP right.

Our trademarks include the U.S. federal registration for our consumer facing brand ALOT® in the United States. Our intellectual property portfolio includes 1918 patents issued by, and ~~eight~~three pending patent applications before, the USPTO.

To distinguish our products and services from our competitors’ products, we have obtained trademarks and trade names for our products. We also protect details about our processes, products, and strategies as trade secrets, keeping confidential the information that we believe provides us with a competitive advantage.

Employees and Human Capital Resources

As of January 31, ~~2025~~2026, we had 8272 full-time employees, none of which are covered by a collective bargaining agreement.

Human capital management is a key driver of Inuvo’s long-term success, and we are dedicated to investing in our workforce. Our goal is to cultivate a highly engaged, motivated team where employees are inspired by strong leadership, feel connected to purpose-driven and meaningful work, and have ample opportunities for growth and professional development.

As an equal opportunity employer, we are committed to fostering a respectful and inclusive work environment where all employees are treated with dignity. Our human resources policies and practices—including those related to hiring, promotion, compensation, benefits, and termination—are designed and administered in line with equal employment opportunity principles and other applicable criteria, without regard to race, color, religion, sex, sexual orientation, gender identity or expression, ethnicity, national origin, age, disability, genetic information, veteran or military status, or any other category protected by law.

Our approach to human capital management emphasizes the importance of talent investment, development, and engagement. We strive to create a culture where employees are empowered to contribute positively and reach their full potential. We promote our core values of innovation, encouragement, motivation, and curiosity, which help shape our workplace culture and foster an environment of growth and positivity.

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Additionally, our Board of Directors plays an active role in overseeing executive compensation, succession planning, and leadership development to ensure that we have the right leadership in place with the skills and experience needed to drive sustainable success.

Seasonality

Our future results of operations may be subject to fluctuation because of seasonality. Historically, the second half of the year is typically stronger than the first half because of the changes in demand for marketing placements leading into the holiday season. If we are not able to appropriately adjust to seasonal or other factors, it could have a material adverse effect on our financial results.

History

The Company was incorporated under the laws of the state of Nevada in October 1987 and originally operated within the oil and gas industry. This endeavor was not profitable, and as a result from 1993 to 1997 the Company had essentially no operations. In 1997, the business was reorganized and through 2006 several companies were acquired from within the advertising and internet marketing industry. In 2009, following the weakness in the economy, a new team was called in to assess the array of businesses that had been acquired in the preceding years and as a result between 2009 and 2011, that team sold and/or retired eleven businesses as a part of the restructuring that became the foundation of Inuvo, Inc.

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In March 2012, as part of a longer-term strategy, the Company acquired Vertro, Inc., which included an important relationship with Google. In 2013, with a grant funded by the State of Arkansas, the Company moved its headquarters to Arkansas where it has remained.

In February 2017, the Company entered into an asset purchase agreement with NetSeer, Inc., which advanced the Company'’s artificial intelligence technology. The origins of the AI technology behind the IntentKey is the machine learning labs of the University of California Los Angeles (UCLA) where a professor and his doctorate students were tasked to develop a form of artificial intelligence that was a first of a kind of an unstructured data graph representing the world'’s knowledge. The project was eventually funded by a Silicon Valley venture firm before being acquired by Inuvo. Since 2017, Inuvo has invested millions of dollars in developing and enhancing the technology.

More Information

Our website address is www.inuvo.com. We file with, or furnish to, the Securities and Exchange Commission (the "“SEC"”) annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports, as well as various other information. This information can be found on the SEC website at www.sec.gov. In addition, we make available free of charge through the Investor Relations page of our website our annual reports, quarterly reports, and current reports, and all amendments to any of those reports, as soon as reasonably practicable after providing such reports to the SEC.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a significant degree of risk. Many of the risk factors are, and will continue to be, exacerbated by any worsening of the economic environment. You should not invest in our common stock unless you can afford to lose your entire investment. You should consider carefully the following risk factors and other information in this report before deciding to invest in our common stock. If any of the following risks and uncertainties develops into actual events, our business, financial condition or results of operations could be materially adversely affected and you could lose your entire investment in our Company.

Business Risks

We have a history of losses. We cannot anticipate with any degree of certainty what our revenues will be in future periods. Our revenues increased approximately 132.49% in ~~2024~~2025 as compared to ~~2023~~2024, however, our gross profit margin ~~remained~~decreased ~~level~~by ~~at 85~~10.61% into ~~2024 and 85~~74.85% in ~~2023~~2025. We reported an operating loss of approximately $5.81 million in ~~2024~~2025 as compared to an operating loss of approximately $105.38 million in ~~2023~~2024. Though we have a credit facility dependent upon receivables, the negative cash flows generated from operating activities introduces potential risk of an interruption to operating activities. As of December 31, ~~2024~~2025, we have approximately $2.58 million in cash and cash equivalents. Our net working capital deficit was $25.21 million. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. In addition, our investment in internally developed software consists primarily of labor costs which are of a fixed nature. Through December 31, ~~2024~~2025, our accumulated deficit was $~~173~~178.23 million. See Liquidity and Capital Resources under ITEM 7. MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for a more thorough discussion.

We7 ~~rely~~Table ~~on one customer for a significant portion~~ of our revenues. A significant portion of our revenue is derived from one customer. During 2024 this customer accounted for 75.0% of our revenues. In 2023, the same customer accounted for 60.4% of our revenues. The amount of revenue we receive from this customer is dependent on a number of factors outside of our control; this includes the amount the customer charges for advertisements, the depth of its available advertisements, and its ability to display relevant ads in response to end user queries and changes in advertising budgets resulting from their own business circumstances. Historically, we have been able to replace lost clients with new clients or by expanding our relationship with existing clients, however, we would likely experience a significant decline in revenue and our business operations could be significantly harmed if we lose material customers or are unable to replace lost clients. The loss of material customers or a material change in the revenue or gross profit they generate would have a material adverse impact on our business, results of operations and financial condition in future periods.Contents

8We ~~Table~~rely on two customers for a significant portion of ~~Contents~~our revenues. A significant portion of our revenue is derived from two customers. During 2025 these two customers accounted for 64.2% and 19.3% of our revenues, respectively. In 2024, the same two customers accounted for 75.0% and 7.0% of our revenues, respectively. The amount of revenue we receive from these customers is dependent on a number of factors outside of our control; this includes the amount the customers charge for advertisements, the depth of their available advertisements, and their ability to display relevant ads in response to end user queries and changes in advertising budgets resulting from their own business circumstances. Historically, we have been able to replace lost clients with new clients or by expanding our relationship with existing clients, however, we would likely experience a significant decline in revenue and our business operations could be significantly harmed if we lose material customers or are unable to replace lost clients. The loss of material customers or a material change in the revenue or gross profit they generate would have a material adverse impact on our business, results of operations and financial condition in future periods.

We are exposed to credit risk on our accounts receivable and this risk is heightened during periods when economic conditions worsen. We sell some of our solutions directly to advertisers and advertising agencies on credit. Our outstanding accounts receivables to advertisers and advertising agencies are not covered by collateral, third-party financing arrangements or credit insurance. Our exposure to credit and collectability risk on our accounts receivables is higher with some customers and our ability to mitigate such risks may be limited. As we continue to add new customers and expand our direct relationships with advertisers and advertising agencies our credit risk increases. Additionally, our credit risk increases during periods when economic conditions worsen. While we have procedures to monitor and limit exposure to credit risk on our accounts receivables there can be no assurance such procedures will effectively limit our credit risk and avoid losses.

Our success is dependent upon our ability to establish and maintain direct relationships with advertisers and advertising agencies. Some of our solutions generate revenue directly from advertisers and advertising agencies. Accordingly, our ability to generate revenue for our solutions is dependent upon our ability to attract new advertisers, maintain relationships with existing advertisers and fulfill our advertisers’ orders. Our programs to attract advertisers include direct sales, agency sales, online promotions, referral agreements and participation in tradeshows. We attempt to maintain relationships with our advertisers through providing quality customer service and delivering on campaign goals. Our advertisers and advertising agency clients can generally terminate their contracts with us at any time and with limited or no advance notice. We believe that advertisers and advertising agencies will not continue to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if we do not deliver their advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to our advertisers, they may stop placing ads with us, which would have a material adverse effect on our business, prospects, financial condition and results of operations.

We are dependent upon relationships with and the success of our supply partners. Our supply partners, ~~remain~~including aowners ~~critical~~and ~~component~~publishers of ~~our~~websites ~~success.~~and ~~Throughout~~mobile ~~2024~~applications, weremain ~~have successfully onboarded~~ a ~~significant~~critical ~~number~~component of ~~new~~our ~~supply~~success. ~~partners,~~Our ~~strengthening our~~ ability to ~~deliver~~generate ~~high-quality~~revenue ~~traffic~~depends ~~and~~on ~~engagement~~these ~~for~~partners’ ~~our~~capacity ~~advertisers.~~to ~~While~~attract ~~turnover~~and ~~within~~retain ~~our~~users ~~supply~~and ~~partner~~deliver ~~network~~traffic ~~still~~that ~~occurs,~~results itin ~~has~~engagement ~~decreased~~with ~~compared~~advertisements towe ~~prior periods~~distribute. ToWhile ~~sustain growth,~~ we ~~must~~ continue to recruit and retain supply partners ~~who~~and ~~can~~have ~~drive~~made ~~traffic~~progress ~~effectively~~in tostabilizing ~~their~~and ~~websites~~expanding ~~and~~our ~~mobile~~supply ~~applications~~network, ~~resulting~~turnover inwithin ~~clicks~~our onpartner ~~advertisements~~base weremains ~~have~~inherent ~~delivered.~~to ~~However,~~our ~~supply~~business. Supply partners may face challenges ~~in attracting and maintaining users~~ due to competition, rapidly evolving market dynamics, technological advancements, industry consolidation, and shifting consumer preferences., ~~Although~~which ~~our~~may ~~supply~~reduce ~~partner~~traffic ~~base~~volumes ~~has~~or ~~expanded,~~engagement ~~maintaining~~levels. ~~strong~~In ~~relationships~~addition, ~~remains~~some ~~a priority. Some~~ partners may ~~explore~~pursue direct relationships with advertisers, ~~consider~~view us as competitors, or find ~~competing~~alternative solutions more attractive. ~~Additionally,~~As ~~while~~a weresult, ~~have~~traffic ~~made~~levels ~~progress~~and inadvertising ~~stabilizing~~inventory ~~and~~available ~~expanding~~through our supply network may fluctuate, and there can be no assurance that ~~traffic~~departing ~~levels~~partners will ~~continue~~be toreplaced ~~increase~~ or that ~~all~~traffic ~~departing~~volumes ~~partners~~ will ~~be replaced~~increase. Any ~~disruptions~~disruption in our ability to ~~sustain~~maintain, ~~and~~replace, ~~enhance~~or effectively scale our supply partnerships could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our business, financial ~~position~~condition, and results of operations.

Our business depends on third-party advertising platforms that establish and enforce their own policies, and changes in those policies, standards or commercial terms could adversely affect our revenue and operating results. We generate a portion of our revenue through relationships with third-party advertising platforms that control the distribution, monetization and measurement of advertising traffic. These platforms establish and enforce their own policies, quality standards, compliance requirements and commercial terms, which may change from time to time. We do not control the interpretation or application of such policies, nor do we control the algorithms and systems used by these platforms to evaluate traffic quality and performance. If a third-party platform determines that certain traffic does not meet its standards, or concludes that our practices are inconsistent with its policies or commercial requirements, it may reduce traffic allocations, modify monetization rates, delay or withhold payments, require operational changes, or suspend or terminate our participation. In addition, platforms periodically modify their algorithms, compliance standards, demand allocation methodologies and pricing models, which may result in fluctuations in revenue, margins and traffic volumes. Any such actions or changes could adversely affect our Platform revenue, operating results and cash flows, and could require us to adjust our business practices or incur additional costs to maintain compliance.

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The success of our owned sites is dependent on our ability to acquire traffic in a profitable manner. Our ALOT-branded websites are dependent on our ability to attract traffic in a profitable manner. We use a predictive model to calculate the rate of return for marketing campaigns, which includes estimates and assumptions. If these estimates and assumptions are not accurate, we may not be able to effectively manage our marketing decisions and could acquire traffic in an unprofitable manner. In addition, we may not be able to maintain and grow our traffic for a number of reasons, including, but not limited to, acceptance of our websites by consumers, the availability of advertising to promote our websites, competition, and sufficiency of capital to purchase advertising. We advertise on search engine websites to drive traffic to our owned and operated websites. Our keyword advertising is done primarily with Google and Facebook, but also with Yahoo!. If we are unable to maintain and grow traffic to our sites in a profitable manner, it could have a material adverse effect on our business, financial condition, and results of operations.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our operations and increasing customer base. In the technology industry, there is substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software and Internet-related services, as well as competition for executives and sales and operations personnel. Many of our competitors have substantially more resources than we do and have the ability to compensate highly skilled personnel at higher levels than we can. We may not be successful in attracting and retaining qualified highly skilled personnel. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If our stock price performs poorly, it may adversely affect our ability to retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

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Technological Risks

Our business must keep pace with rapid technological change to remain competitive. Our business operates in a rapidly changing technological landscape, evident with the ~~introduction~~rapid adoption of AIartificial ~~tools~~intelligence ~~like~~technologies ~~ChatGPT~~and intools, ~~2022~~as ~~along~~well ~~with~~as the deprecation of third-party cookies. To stay competitive, we must swiftly adapt to evolving industry standards, new product releases, and changing customer preferences. Continual improvement of our services'’ speed, performance, and compatibility across diverse platforms is crucial. Failure to keep pace with these technological shifts could adversely affect our financial position and results of operations. Our increasing use of artificial intelligence and machine learning technologies also exposes us to risks related to data quality, model performance, regulatory scrutiny, and evolving legal standards governing the use of automated decision-making technologies.

Our services may be interrupted if we experience problems with our network infrastructure. The performance of our network infrastructure is critical to our business and reputation. Because our services are delivered solely through the Internet, our network infrastructure could be disrupted by a number of factors, including, but not limited to:

·	unexpected increases in usage of our services;
·	computer viruses and other security issues;
·	interruption or other loss of connectivity provided by third-party Internet service providers;
·	natural disasters or other catastrophic events; and
·	server failures or other hardware problems.

While we have data centers in multiple, geographically dispersed locations and active back-up and disaster recovery plans, we cannot assure you that serious interruptions will not occur in the future. If our services were to be interrupted, it could cause loss of users, customers and business partners, which could have a material adverse effect on our results of operations and financial position.

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We employ information including operational technology systems to support our business and to collect, store and/or use proprietary and confidential information. Security and data breaches, cyberattacks and other cybersecurity incidents involving our information technology systems, networks and infrastructure could disrupt or interfere with our operations; result in the compromise and misappropriation of proprietary and confidential information belonging to us or our customers, suppliers and employees; and expose us to numerous expenses, liabilities and other negative consequences, any or all of which could adversely impact our business, reputation and results of operations.

In the ordinary course of business, we rely on information technology networks and systems, some of which are provided, hosted or managed by vendors and other third parties, to process, transmit and store electronic information, and to manage or support a variety of businesses. Additionally, we collect and store certain data, including proprietary business information, and have access to confidential or personal information in certain of our businesses that is subject to privacy and cybersecurity laws, regulations and customer-imposed controls. Third parties and threat actors, including organized criminals, nation-state entities, and/or nation-state supported actors, may attempt to gain unauthorized access to our information and operational technology networks and infrastructure, data and other information. Despite our cybersecurity and business continuity counter measures (including employee and third-party training, monitoring of networks and systems, patching, maintenance, and backup of systems and data), our information and operational technology systems, networks and infrastructure are still potentially susceptible to cyber-attack, insider threat, compromise, damage, disruption, or shutdown, including as a result of the exploitation of known or unknown hardware or software vulnerabilities in our systems or the systems of our vendors and third-party service providers, the introduction of computer viruses, malware or ransomware, service or cloud provider disruptions, or security breaches, phishing attempts, employee error or malfeasance, power outages, telecommunication or utility failures, systems failures, natural disasters or other catastrophic events. Despite our cybersecurity counter measures, it is possible for security vulnerabilities or a cyberattack to remain undetected for an extended time period and the prioritization of decisions with respect to security measures and remediation of known vulnerabilities that we and the vendors and other third parties upon which we rely make may prove inadequate to protect against these attacks. Any cybersecurity incident or information or operational technology network disruption could result in numerous negative consequences, including the risk of legal claims or proceedings, investigations or enforcement actions by U.S., state, or foreign regulators; liabilities or penalties under applicable laws and regulations, including privacy laws and regulations in the U.S. and other jurisdictions; interference with our operations; the incurrence of remediation costs; loss of intellectual property protection; the loss of customer, supplier or employee relationships; and damage to our reputation, any of which could adversely affect our business. Although we maintain insurance coverage for various cybersecurity and business continuity risks, there can be no guarantee that all costs, damages, expenses or losses incurred will be fully insured.

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We are subject to risks from publishers who could fabricate clicks either manually or technologically.

Our business involves the establishment of relationships with website owners and publishers. In exchange for their consumer traffic, we provide an advertising placement service and share a portion of the revenue we collect with that website publisher. Although we have click fraud detection software in place, we cannot guarantee that we will identify all fraudulent clicks or be able to recover funds distributed for fabricated clicks. This risk could materially impact our ability to borrow, our revenue, cash flow and the stability of our business.

Regulatory Risks

Regulatory and legal uncertainties could harm our business. While there are currently ~~relatively~~limited ~~few~~federal laws ~~or regulations~~ directly applicable to certain aspects of Internet-based commerce or commercial search activity, there is increasing awareness of such activity and interest from state and federal lawmakers in regulating these services. New regulation of activities in which we are involved or the extension of existing laws and regulations to Internet-based services could have a material adverse effect on our business, results of operations and financial position.

Failure to comply with federal, state and international privacy and data security laws and regulations, or the expansion of current or the enactment of new privacy and data security laws or regulations, could adversely affect our business. A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data. In addition, various federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices, and internationally the European Union’s General Data Protection Regulation (GDPR) went into effect in May 2018. Additionally, multiple legislative proposals concerning privacy and the protection of user information are being considered by the U.S. Congress and various U.S. state legislatures. Certain U.S. state legislatures have already enacted privacy legislation, one of the strictest and most comprehensive of which is the California Consumer Privacy Act of 2018, which became effective on January 1, 2020 (the “CCPA”). The CCPA provides data privacy rights for California consumers, and restricts the ability to use personal California user. The CCPA also provides consumers with a private right of action for security breaches, as well as provides for statutory damages. We have posted privacy policies and practices concerning the collection, use and disclosure of subscriber data on our websites and applications. The existing and soon to be enacted privacy and data security related laws and regulations are evolving and subject to potentially differing interpretations. Several Internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related laws, including the GDPR and CCPA, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business.

We10 ~~are~~Table ~~subject to the continued listing standards~~ of the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock. Our common stock is listed on the NYSE American. In order to maintain this listing, we must maintain a certain share price, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which the exchange generally considers $0.20 per share and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable. There are no assurances how the market price of our common stock will be impacted in future periods as a result of the general uncertainties in the capital markets. If the NYSE American delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our common stock, reduced liquidity, decreased analyst coverage of our common stock, and an inability for us to obtain any additional financing to fund our operations that we may need.Contents

11We ~~Table~~are subject to the continued listing standards of ~~Contents~~the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock. Our common stock is listed on the NYSE American. In order to maintain this listing, we must maintain a certain share price, a minimum amount of shareholders’ equity and a minimum market value of publicly held shares. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which the exchange generally considers $0.20 per share and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable. There are no assurances how the market price of our common stock will be impacted in future periods as a result of the general uncertainties in the capital markets. If the NYSE American delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our common stock, reduced liquidity, decreased analyst coverage of our common stock, and an inability for us to obtain any additional financing to fund our operations that we may need.

Financial Risks

Our business is seasonal and our financial results may vary significantly from period to period. Our future results of operations may vary significantly from quarter to quarter and year to year because of numerous factors, including seasonality. Historically, in the later part of the fourth quarter and the earlier part of the first quarter we experience lower Revenue Per Click (“RPC”) due to a decline in demand for inventory on website and app space and the recalibrating of advertiser’s marketing budgets after the holiday selling season. If we are not able to appropriately adjust to seasonal or other factors, it could have a material adverse effect on our financial results.

Our quarterly operating results can be difficult to predict and can fluctuate substantially, which could result in volatility in the price of our common stock. Our quarterly revenues and other operating results have varied in the past and are likely to continue to vary significantly from quarter to quarter. Our agreements with distribution partners and key customers do not require minimum levels of usage or payments, and our revenues therefore fluctuate based on the actual usage of our service each quarter by existing and new distribution partners. Quarterly fluctuations in our operating results also might be due to numerous other factors, including:

	·	our ability to attract new distribution partners, including the length of our sales cycles, or to sell increased usage of our service to existing distribution partners;
	·	technical difficulties or interruptions in our services;
	·	changes in privacy protection and other governmental regulations applicable to our industry;
	·	changes in our pricing policies or the pricing policies of our competitors;
	·	the financial condition and business success of our distribution partners;
	·	purchasing and budgeting cycles of our distribution partners;
	·	acquisitions of businesses and products by us or our competitors;
	·	competition, including entry into the market by new competitors or new offerings by existing competitors;
	·	discounts offered to advertisers by upstream advertising networks;
	·	our ability to hire, train and retain sufficient sales, client management and other personnel;
	·	timing of development, introduction and market acceptance of new services or service enhancements by us or our competitors;
	·	concentration of marketing expenses for activities such as trade shows and advertising campaigns;
	·	expenses related to any new or expanded data centers; and
	·	general economic and financial market conditions.

Ability to maintain our credit facility could impact our ability to access capital in the future. On July 30, 2024, we entered into a Financing and Security Agreement and Collateral Documents (“Financing Agreement”) with SLR Digital Finance LLC (“SLR”). Under the terms of the Financing Agreement, SLR has provided us with a $10,000,000 line of credit commitment. We are permitted to borrow against eligible accounts receivable and unbilled receivables. The Financing Agreement has a three year term and contains certain affirmative and negative covenants to which we are also subject. As of December 31, ~~2024~~2025, we were in compliance with these covenants. There are no assurances that we will be able to comply with all the covenants. In the event we violate a covenant, SLR may limit or demand all amounts due under the credit facility at any time, including upon an event of default outstanding, if any, to be due and payable. If this occurs and if we have outstanding obligations and are not able to repay, SLR could require us to apply all of our available cash to repay the debt amounts and could then proceed against the underlying collateral. Should this occur, we cannot assure you that our assets would be sufficient to repay our debt in full, we would be able to borrow sufficient funds to refinance the debt. In such an event, our ability to conduct our business as it is currently conducted would be in jeopardy.

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~~Significant~~In ~~dilution~~addition ~~will~~to ~~occur~~our ~~when~~credit ~~outstanding~~facility, ~~restricted~~we ~~stock~~may ~~unit~~incur ~~grants~~additional ~~vest.~~indebtedness Asfrom oftime ~~December 31,~~to ~~2024~~time, weincluding ~~had~~convertible ~~13,216,020~~or ~~restricted~~other ~~stock~~debt ~~units outstanding~~instruments. IfAny such indebtedness could increase our leverage, require the ~~restricted~~use ~~stock~~of ~~units~~significant ~~vest~~cash resources to service or repay obligations, ~~dilution~~and ~~will~~limit ~~occur~~our financial flexibility. Our ability to meet these obligations depends on our ~~stockholders~~future operating performance, cash flows, and access to capital, which ~~may~~are besubject ~~significant~~to market conditions and other factors beyond our control.

~~Our~~Significant ~~financial~~dilution ~~condition~~will ~~may~~occur bewhen ~~adversely~~outstanding ~~affected~~restricted ifstock weunit ~~are~~grants ~~unable to identify and complete future acquisitions, fail to successfully integrate acquired assets or businesses, or are unable to obtain financing for acquisitions on acceptable terms~~vest.~~The~~ ~~acquisition~~As of ~~assets or businesses that we believe to be complementary to our business is an important component of our strategy. We believe that acquisition opportunities may arise from time to time~~December 31, ~~and that any such acquisitions could be significant. At any given time~~2025, ~~discussions with one or more potential sellers may be at different stages. However, any such discussions may not result in the consummation of an acquisition transaction, and~~ we ~~may~~had ~~not be able to identify or complete any acquisitions. We cannot predict the effect~~779,979 ifrestricted ~~any,~~stock ~~that~~units ~~any announcement or consummation of an acquisition would have on the trading price of our ordinary shares~~outstanding. ~~Our~~If ~~business is capital intensive and any such transactions could involve~~ the ~~payment~~restricted bystock usunits ofvest, adilution ~~substantial~~will ~~amount~~occur ~~of cash and/or equity securities. We may need~~ to ~~raise additional capital through public or private debt or equity financings to execute~~ our growth strategy and to fund acquisitions. Adequate sources of capital may not be available when needed on favorable terms. If we raise additional capital by issuing additional equity securities or use equity securities for acquisitionsstockholders, ~~existing~~which ~~shareholders~~ may be ~~diluted~~significant. If our capital resources are insufficient at any time in the future, we may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business. Any usage of capital to fund an acquisition could lead to a decrease in liquidity.

Our financial condition may be adversely affected if we are unable to identify and complete future acquisitions, fail to successfully integrate acquired assets or businesses, or are unable to obtain financing for acquisitions on acceptable terms. The acquisition of assets or businesses that we believe to be complementary to our business is an important component of our strategy. We believe that acquisition opportunities may arise from time to time, and that any such acquisitions could be significant. At any given time, discussions with one or more potential sellers may be at different stages. However, any such discussions may not result in the consummation of an acquisition transaction, and we may not be able to identify or complete any acquisitions. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our ordinary shares. Our business is capital intensive and any such transactions could involve the payment by us of a substantial amount of cash and/or equity securities. We may need to raise additional capital through public or private debt or equity financings to execute our growth strategy and to fund acquisitions. Adequate sources of capital may not be available when needed on favorable terms. If we raise additional capital by issuing additional equity securities or use equity securities for acquisitions, existing shareholders may be diluted. If our capital resources are insufficient at any time in the future, we may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business. Any usage of capital to fund an acquisition could lead to a decrease in liquidity.

Any future acquisitions could present a number of risks, including:

	·	the risk of using management time and resources to pursue acquisitions that are not successfully completed;
	·	the risk of incorrect assumptions regarding the future results of acquired operations;
	·	the risk that the amount and timing of the expected benefits of any acquisition, including potential synergies, are subject to uncertainties;
	·	the risk of unexpected losses of key employees, customers and suppliers of the acquired business;
	·	the risk of increasing the scope, geographic diversity, and complexity of our business;
	·	the risk of unfavorable accounting treatment and unexpected increases in taxes;
	·	the risk of difficulty in conforming standards, controls, procedures, policies, business cultures, and compensation structures;
	·	the risk of failing to integrate the operations or management of any acquired operations or assets successfully and in a timely manner; and
	·	the risk of diversion of management’s attention from existing operations or other priorities.

If we are unsuccessful in completing acquisitions of other operations or assets, our financial condition could be adversely affected and we may be unable to implement an important component of our business strategy successfully. In addition, if we are unsuccessful in integrating our acquisitions in a timely and cost-effective manner, our financial condition and results of operations could be adversely affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable to a smaller reporting company.

ITEM 1C. CYBERSECURITY

Risk Management & Strategy

The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into the Company’s overall risk management systems, as overseen by the Company’s board of directors, primarily through its audit committee. These processes also include overseeing and identifying risks from cybersecurity threats. The Company conducts security assessments of certain third-party providers before engagement and has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties. The Company from time to time engages third-party consultants in evaluating and testing the Company’s risk management systems and assessing and remediating certain potential cybersecurity incidents as appropriate.

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Governance

Board of Directors

The audit committee of the Company’s board of directors oversees, among other things, the adequacy and effectiveness of the Company’s internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee is informed of material risks from cybersecurity threats pursuant to the Company’s disclosure controls and procedures and the audit committee provides updates to the Company’s board of directors at regular board meetings.

Management

Under the oversight of the audit committee of the Company’s board of directors, and as directed by the Company’s Chief Executive Officer, the Company’s Director of Information Technology (DIT) is primarily responsible for the assessment and management of material cybersecurity risks. The DIT has over 20 years of experience in information security, risk management, and compliance, and has served essential security and audit roles at other organizations. The DIT is supported by members of senior management who provide cross-functional support for cybersecurity risk management and facilitate the response to any cybersecurity incidents.

The Company’s DIT oversees the Company’s cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats. The Company’s DIT also coordinates with the Company’s legal counsel and third parties, such as consultants, to assess and manage material risks from cybersecurity threats. The Company’s DIT is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in the Company’s incident response plan and related processes.

The Company’s Disclosure Committee, with the assistance of the DIT, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters. The Company’s Disclosure Committee is comprised of, among others, the Company’s Chief Executive Officer, ~~President,~~ Chief Financial Officer, ~~General Counsel,~~ and Senior Vice Presidents. The Company’s DIT, or a delegate, informs the Disclosure Committee of certain cybersecurity incidents that may potentially be determined to be material pursuant to escalation criteria set forth in the Company’s incident response plan and related processes.

As of the date of this Form 10-K, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this Form 10-K. For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor beginning on page 10 of the section entitled “Item 1A. Risk Factors” of this annual report.

ITEM 2. PROPERTIES.

Our corporate headquarters are located in Little Rock, Arkansas where we originally entered into a five-year agreement to lease office space on October 1, 2015. The lease has undergone several amendments and was amended again in January 2024 for three additional years. It is currently set to expire in January 2027. The amended lease is for 7,831 square feet. We also have office space in San Jose, CA where in May 2023, we entered into an agreement to lease 4,128 square feet of office space commencing on September 1, 2023. The lease has a term of sixty-five months with an abatement period of five months.

In addition to our office space, we maintain data center operations in third-party colocation facilities in Los Angeles, CA and Secaucus, NJ.

ITEM 3. LEGAL PROCEEDINGS.

We may be ~~subject~~involved from time to time in legal proceedings, investigations and claims incidental to the conduct of our business ~~from time to time~~. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

On January 29, 2026, Carambolico LTD commenced a lawsuit, captioned Carambolico LTD v. Alot, Inc., No. 04CV-26-458 (Ark. Cir. filed Jan. 29, 2026), in the Circuit Court of Benton County, Arkansas naming Alot, Inc., a wholly owned subsidiary of Inuvo, Inc., as defendant. The complaint asserts breach of contract and tort claims under a services agreement that was between Carambolico Ltd. and Alot, Inc. and seeks $1.5 million in fees thereunder. Inuvo believes the claims asserted are without merit. Inuvo intends to vigorously contest this lawsuit.

As previously disclosed, on January 29, 2026, pursuant to a class action settlement agreement, we received approximately $6.2 million in proceeds as a claimant in such class action lawsuit.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

1413 Table of Contents

PART II

Market Information

Our common stock is listed on the NYSE American under the symbol "“INUV.” As of January 30, ~~2025~~2026, there were approximately 415 record owners of our common stock. This amount does not reflect persons or entities that hold our common stock in nominee or “street” name through various brokerage firms.

Dividends

We have not declared or paid cash dividends on our common stock since our inception. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our Company not being able to pay its debts as they become due in the normal course of business if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to pay the dividends, or if we were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our Board of Directors has complete discretion on whether to pay dividends subject to compliance with applicable Nevada law. Even if our Board of Directors decides to pay dividends, the form, the frequency, and the amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant. While our Board of Directors will make any future decisions regarding dividends, as circumstances surrounding us change, it currently does not anticipate that we will pay any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

None, except as previously reported.

Repurchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations for ~~2024~~2025 and ~~2023~~2024 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Cautionary Statements Regarding Forward-Looking Information, Part I. Item 1. Business and Item 1A. Risk Factors. We use words such as "“anticipate,"” "“estimate,"” "“plan,"” "“project,"” "“continuing,"” "“ongoing,"” "“expect,"” "“believe,"” "“intend,"” "“may,"” "“will,"” "“should,"” "“could,"” and similar expressions to identify forward-looking statements.

15Company ~~Table of Contents~~Overview

~~Company~~Inuvo ~~Overview~~is a market leader in generative artificial intelligence for modeling media audiences. As a leading provider of AI-driven data and advertising technology solutions, we have successfully commercialized a proprietary, patented large language model (“LLM”) that identifies and actions the reasons why consumers are interested in products, services, or brands - rather than who they are - offering a high-performance, privacy-by-design solution for the modern advertising landscape.

~~Inuvo~~Intelligence isfor athe ~~leading~~Agentic ~~advertising~~Era. ~~technology~~As ~~and~~the ~~services~~industry ~~business~~moves ~~that~~toward ~~has~~“agentic” ~~successfully~~systems ~~developed~~- ~~and~~where ~~commercialized~~autonomous ~~large~~AI ~~language~~agents ~~generative~~increasingly ~~artificial~~handle ~~intelligence~~the ~~that~~planning ~~can~~and ~~discover~~execution ~~and~~of ~~target~~media ~~digital~~tasks ~~audiences~~- ~~instantly~~Inuvo ~~without~~is ~~having~~uniquely topositioned ~~track~~as ~~consumers~~a ~~around~~critical ~~the~~intelligence ~~internet~~layer. ~~Inuvo’s~~Unlike ~~innovative~~legacy ~~technology~~systems ~~positions~~that itrely ason astatic ~~leader~~historical ~~within~~data ~~the~~or ~~advertising~~consumer ~~industry~~IDs (cookies), ~~offering~~Inuvo’s atechnology ~~valuable~~provides ~~solution~~the toreal-time, ~~marketers~~intent-based ~~seeking~~reasoning torequired ~~navigate~~for ~~the~~autonomous ~~evolving~~media ~~landscape~~planning ofand ~~consumer privacy~~activation. ~~Rather~~By ~~than~~serving ~~targeting~~as ~~people,~~ the ~~artificial~~neural ~~intelligence~~network ~~(AI)~~for ~~targets~~these ~~the~~adaptive ~~reasons~~systems, ~~behind~~Inuvo ~~why~~enables ~~people~~brands ~~are~~to ~~interested~~move infrom ~~products,~~traditional ~~services~~audience ~~and~~targeting ~~brands~~to dynamic model planning.

~~Inuvo~~14 ~~sells~~Table ~~its information technology solutions to agencies and brands (collectively, “Agencies & Brands”) along with large consolidators~~ of advertising demand (“Platforms”). Inuvo’s revenue is derived from the placement of digital advertising across devices, websites, applications and browsers within social, search and programmatic advertising channels. Inuvo facilitates and gets paid to deliver millions of advertising messages monthly and counts among its client's numerous world-renowned companies across industries.Contents

Inuvo’s ~~primary~~core ~~mission~~competitive isadvantage tolies ~~disrupt~~in ~~the~~Intent ~~advertising industry with its proprietary and patented artificial intelligence, a technology capable of identifying and targeting audiences without using a consumer’s identity or data~~Discovery. ~~The~~While ~~AI, marketed as IntentKey was designed to replace~~ the ~~consumer~~programmatic ~~data,~~industry ~~analytics,~~has ~~segmentation and lookalike modeling technologies that have~~ traditionally ~~served~~relied ~~the~~on ~~advertising~~reaching ~~industry~~known asusers ~~it transitions to a new paradigm where targeting~~ based on apast ~~consumer~~behavior, Inuvo’s ~~identity~~AI ~~and~~discovers ~~data~~new, ~~are~~high-value noaudiences ~~longer~~as ~~possible~~their ~~due~~motivations ~~to the legislative and technological changes occurring~~form.

~~Inuvo’s~~This ~~AI technology solves the identity challenge by leveraging artificial~~ intelligence, ~~data~~is ~~analytics,~~delivered ~~and~~through ~~automation~~a ~~that~~suite ~~can optimize the purchase and placement~~ of ~~advertising~~advanced invisualization ~~real time without consumer data. The technology can be consumed by clients as a managed service or self-service (SaaS). Additionally, Inuvo has developed proprietary technology~~ and ~~assets~~compliance ~~tailored to certain clients that include digital content, websites, automated campaigns, ad fraud detection, performance reporting, and predictive media mix modeling.~~tools:

~~There~~· ~~are~~The ~~many~~Company’s ~~barriers~~flagship toproprietary ~~entry~~AI, ~~associated~~IntentKey®, ~~with~~analyzes ~~the~~live ~~Inuvo~~content ~~business~~consumption ~~model~~across the open web, ~~including~~mapping human motivation to a ~~proficiency~~concept ingraph ~~large~~of ~~language~~over ~~model~~25 ~~based~~million ~~artificial~~ideas. ~~intelligence,~~This ~~large~~allows ~~scale~~Inuvo ~~information~~to ~~processing,~~predict ~~software~~purchase ~~development~~intent with precision, ~~consumer~~often ~~data~~identifying ~~products~~emerging audience shifts 24 hours before they become competitive in the open market. This, ~~analytics~~in turn, ~~IOT~~delivers ~~(internet~~targeting leverage that translates to superior supply/demand yields within bid streams. · IntentPath: A first-of-its-kind ~~things)~~visualization ~~integration~~that ~~and~~allows marketers to see “intent-in-motion,” mapping the ~~relationships~~real-time ~~required~~journey from initial discovery to ~~execute~~final purchasing decision. · Ranger: An AI-powered quality assurance feature within ~~the~~our ~~IOT.~~Campsight ~~Inuvo’s~~system ~~intellectual~~that ~~property~~ensures isad ~~protected~~creatives byremain 19consistent, ~~issued~~accurate and ~~eight~~compliant ~~pending~~across ~~patents~~digital networks.

~~Credit~~Inuvo ~~Agreement~~delivers these capabilities through two primary business channels:

On· ~~March~~Agencies ~~12,~~& ~~2020,~~Brands: weManaged ~~closed on the Loan~~ and ~~Security~~self-service ~~Agreement~~offerings ~~dated~~that ~~February~~utilize ~~28,~~Inuvo’s ~~2020~~intelligence ~~with~~layer ~~Hitachi.~~for ~~Under~~precision ~~the~~audience ~~terms~~discovery ofand ~~the~~brand-safe ~~Loan~~activation ~~and~~across ~~Security Agreement~~CTV, ~~Hitachi has provided us with a $5~~Video,~~000,000~~ ~~line of credit commitment. We were permitted to borrow (i) 90% of the aggregate Eligible Accounts Receivable~~Audio, ~~plus (ii) the lesser of (A) 75% of the aggregate Unbilled Accounts Receivable or (B) 50% of the amount available to borrow under (i)~~Native, upand toDisplay ~~the maximum credit commitment~~channels. ~~The~~· ~~interest~~Platform: ~~rate~~Inuvo ~~under~~provides ~~the~~strategic ~~Hitachi~~integrations ~~agreement~~for ~~was~~large 2%consolidators ~~in excess~~ of ~~the~~advertising ~~Wall Street Journal Prime Rate, with a minimum rate of 6.75% per annum, on outstanding amounts. The principal and all accrued but unpaid interest were due on~~ demand. InThis ~~the~~business ~~event~~is ofoptimized ato ~~default~~prioritize ~~under~~advertising ~~the~~quality, ~~terms~~scalability, ~~of the Loan~~ and ~~Security Agreement~~compliance, ~~the~~leveraging ~~interest~~AI ~~rate increases~~ to 6%align ~~greater~~merchant ~~than~~messaging ~~the~~with ~~interest~~online ~~rate~~content in ~~effect from time to time prior to~~ a ~~default.~~durable, ~~The~~defensible ~~Loan and Security Agreement contained certain affirmative and negative covenants to which we were also subject~~manner.

16Inuvo’s ~~Table~~competitive moat and intellectual property are protected by 18 issued and three pending patents issued by the United States Patent and Trademark Office. Our IP portfolio includes patents, trade secrets and trademarks. We actively seek to protect our IP rights and to deter unauthorized use of ~~Contents~~our IP and other assets. While our IP rights are important to our success, our business is not significantly dependent on any single patent, trademark, or other IP right.

OnCredit ~~March 1, 2023, we entered into Amendment No. 1 to Loan and Security~~ Agreement and Collateral Documents (“Agreement”) with Mitsubishi HC Capital America, Inc., f/k/a/ Hitachi Capital America Corp. (“MHCA”). Under the terms of the Agreement, MHCA provided us with a $5,000,000 line of credit commitment. We were permitted to borrow up to 85% of the aggregate Eligible Accounts Receivable, up to the maximum credit commitment of $5,000,000. We paid MHCA monthly interest at the rate of 1.75% in excess of the Wall Street Journal Prime Rate. We paid MHCA an amendment fee of $10,000 on issuance of the Agreement, and thereafter an annual commitment fee of $10,000. We also paid MHCA a quarterly service fee of 0.20% on the monthly unused amount of the maximum credit line. All obligations to MHCA have been satisfied and the Agreement was terminated on July 31, 2024. At December 31, 2024 and 2023, there were no outstanding balances due under the Agreement.

On July 30, 2024, we entered into a Financing and Security Agreement and Collateral Documents (“Financing Agreement”) with SLR Digital Finance LLC (“SLR”). Under the terms of the Financing Agreement, SLR has provided us with a $10,000,000 line of credit commitment. We are permitted to borrow up to 90% of eligible accounts receivable under the Financing Agreement, up to the maximum credit commitment of $10,000,000. We will pay SLR monthly interest at the rate of 1.0% in excess of the Prime Rate but not less than 7%. The Financing Agreement has a three year term. The Financing Agreement contains certain affirmative and negative covenants to which we are also subject. We agreed to pay SLR an annual facility fee of 0.80% of the maximum credit commitment. We also agreed to pay a minimum utilization amount of the interest rate multiplied by difference between $500,000 and the average daily outstanding loan during a month. We are obligated to pay SLR a monthly service fee of 0.15% on of the average net amount of outstanding loans during each month. If we terminate the Financing Agreement prior to the second anniversary of the effective date, an amount equal to 1.0% of the maximum credit commitment will be due as an early termination payment and if we terminate after the second anniversary of the effective date but prior to the end of the term, an amount equal to 0.25% of the maximum credit commitment will be due. Repayment of the Financing Agreement will be made through collections from eligible accounts receivable. At December 31, ~~2024~~2025 ~~there~~the ~~were no~~ outstanding ~~balances~~balance ~~due~~ under the Financing Agreement at that date was $3,288,100.

~~2024~~2025 Overview

We reported net revenue of $8386.82 million in ~~2024~~2025, a 132.49% increase over the prior year. The highlights of ~~2024~~2025, include:

· ~~13.4%~~Inuvo ~~increase~~introduced inIntentPath ~~net~~for ~~revenue~~next-level toaudience ~~$83.8~~visualization ~~million~~capability ·that ~~13%~~predicts ~~increase~~how inaudiences ~~gross~~move ~~profit~~from awareness to ~~$71.8~~engagement ~~million~~to ·conversion. ~~45% reduction in the net loss~~ · 6XThe ~~improvement~~Company inlaunched ~~the~~Ranger, ~~adjusted~~an ~~EBITDA~~advanced ~~loss~~quality ~~for~~assurance ~~2024~~and ·compliance ~~Net~~capability ~~cash~~within ~~provided~~its byCampsight ~~operating~~system, ~~activities~~designed ofto ~~$230,000~~strengthen inresponsible ~~2024~~monetization ·and ~~All~~improve ~~time~~creative ~~company~~verification ~~quarterly~~and ~~record~~message ~~of $26~~consistency.2 ~~million~~· ofThe ~~net~~Company ~~revenue~~appointed inRob Q4Buchner ~~2024~~as ·Chief ~~Net~~Operating ~~Income~~Officer ~~of $141,000~~ in Q4a ~~2024~~newly ·created 33role ~~new~~to ~~Agencies/Brands~~support ~~were~~operational ~~signed~~scale upand ·accelerate ~~Secured~~go-to-market aexecution ~~$10.0~~for ~~million~~IntentKey, ~~credit~~and ~~line~~he inwas ~~July~~subsequently ·appointed ~~Completed~~Chairman aand ~~Master~~Chief ~~Services~~Executive ~~Agreement~~Officer ~~with one of the largest retailers~~ in ~~the~~January ~~world,~~2026. ~~and~~ · ~~Launched~~15 ~~the~~new ~~IntentKey~~Agencies/Brands ~~Platform,~~were ansigned ~~advanced AI agent specifically designed for audience modeling~~up.

~~Results~~15 Table of ~~Operations~~Contents

	For the Years Ended December 31,
	2024		2023		Change		% Change
Net Revenue	$	83,793,859	$	73,911,528	$	9,882,331		13.4	%
Cost of Revenue		12,033,777		10,477,272		1,556,505		14.9	%
Gross Profit	$	71,760,082	$	63,434,256	$	8,325,826		13.1	%

Results of Operations

17 Table of Contents

	For the Years Ended December 31,
	2025		2024		Change			% Change
Net Revenue	$	86,209,305	$	83,793,859	$	2,415,446			2.9	%
Cost of Revenue		21,995,153		12,033,777		9,961,376			82.8	%
Gross Profit	$	64,214,152	$	71,760,082	$	(7,545,930	)		(10.5	)%

Net Revenue

We reported $8386.82 million in net revenue for the year ended December 31, ~~2024~~2025, a 132.49% increase compared to $7383.98 million during the same period in ~~2023~~2024. ~~During~~Platform ~~2024,~~clients represented 83.8% of the ~~higher~~overall revenue ~~was~~for ~~primarily~~the ~~driven~~year byended ~~Platform~~December ~~customers~~31, ~~where~~2025 wecompared ~~launched~~to ~~new~~82.8% ~~product~~in ~~enhancements~~the ~~tailored~~same toperiod ~~their~~of ~~needs~~2024. ~~Net~~For ~~revenue for~~ the ~~quarter~~year ended December 31, ~~2024~~2025, ~~was~~our ~~$26~~two largest clients, both Platform clients, accounted for 64.2% ~~million,~~and ~~representing~~19.3% ~~the~~of ~~highest~~our ~~quarterly~~overall revenue, inrespectively. During ~~the~~2024 ~~Company's~~our ~~history~~largest ~~and~~client, also a ~~25%~~Platform ~~increase~~client, ~~compared~~accounted tofor ~~the~~75.0% ~~same~~of ~~period~~our ~~in 2023~~revenues. ~~The~~Revenue ~~higher~~from ~~revenue~~one ~~was~~of ~~due~~our tolargest ~~increasing~~Platform ~~demand~~clients ~~within~~increased ~~both~~significantly ~~Platforms~~in ~~and~~2025 ~~Agencies~~compared &to ~~Brands.~~the ~~Our~~prior ~~largest~~year ~~Platform~~due ~~partner,~~to ~~which~~the ~~introduced~~introduction of a new product in ~~2023~~the fourth quarter of 2024. However, ~~continued~~this toincrease ~~generate~~was ~~strong~~offset ~~performance~~by ~~throughout~~a ~~2024.~~decline ~~During~~in ~~2024~~revenue from our largest ~~customer~~Platform ~~accounted~~client, ~~for~~as ~~75%~~advertising ofactivity ~~our~~was ~~revenues.~~reduced Induring ~~2023,~~ the ~~same~~second ~~customer~~half ~~accounted~~of ~~for~~2025 ~~60.4%~~to ofcomply with our ~~revenues.~~client's new requirements.

Cost of Revenue

Cost of revenue is primarily composed of payments to ~~advertising~~website ~~exchanges~~publishers ~~that~~and ~~provide~~app ~~access~~developers tothat ~~digital~~host ~~inventory where we serve~~ advertisements. To a lesser extent, cost of revenue includes payments to ~~website~~advertising ~~publishers~~exchanges ~~and~~that ~~app~~provide ~~developers~~access ~~that~~to ~~host~~digital inventory where we serve advertisements. The increase in cost of revenue for the year ended December 31, ~~2024~~2025, compared to the same time period in ~~2023~~2024 was primarily related to ~~higher~~the ~~revenue~~change in mix within Platform revenue. As mentioned above, revenue from a ~~Platform~~new ~~client~~product ~~this~~introduced ~~year.~~in ~~Gross~~the ~~margin~~fourth quarter of ~~85.6%~~2024 accounted for the increase in cost of revenue. The change in gross margin in the current year ended December 31, ~~2024~~2025, ~~was~~74.5% ~~nearly level as~~ compared to 85.86% in the ~~prior~~same ~~year~~ period of 2024 was primarily due to a change in the revenue mix.

Operating Expenses

	For the Year Ended December 31,
	2024		2023		Change			% Change
	2025		2024		Change			% Change
Marketing costs	$	5951,~~663~~890,~~061~~162	$	5159,~~982~~663,~~572~~061	$	(7,~~680~~772,~~489~~899	)	(13.0	~~14.8~~	)%
Compensation		12,~~065~~086,~~783~~350		1312,~~793~~065,~~309~~783		(120,~~727,526~~567	)	~~(12.5~~	0.2	%)
General and administrative		56,~~545~~933,~~049~~684		85,~~050~~545,~~890~~049		(21,~~505~~388,~~841~~635	)	~~(31.1~~	25.0	%)
Operating expenses	$	7770,~~273~~910,~~893~~196	$	7377,~~826~~273,~~771~~893	$	3(6,~~447~~363,~~122~~697	)	(8.2	~~4.7~~	)%

Marketing costs consist ~~mostly~~primarily of traffic acquisition, or media, costs and include expenses incurred onto ~~behalf~~attract ofand ~~clients~~direct audience traffic to various web properties. Marketing costs for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 was 1413.80% ~~higher~~lower due primarily to ~~higher~~lower revenue in 2025 from the Platform ~~advertisers~~client mentioned in ~~the~~Net ~~comparable~~Revenue ~~periods.~~section ~~Marketing~~above ~~costs~~and into ~~2024~~fully ~~include~~amortizing the ~~fully amortized~~ remaining balance of $~~500~~600,000 of the referral and support services asset in the third quarter of 2024 (see Note 8 – ~~Commitments~~Business Development Agreement to our Consolidated Financial Statements).

Compensation expense was ~~lower~~flat for the year ended December 31, ~~2024~~2025, compared to the same time period in ~~2023 due primarily to lower incentive, commission, and stock-based compensation expense~~2024. Our total employment, both full and part-time, was 8179 at December 31, ~~2024~~2025 compared to 9381 at December 31, ~~2023~~2024.

General and administrative ~~costs~~expenses ~~were~~increased ~~lower~~ for the year ended December 31, ~~2024~~2025 compared to the same ~~time~~ period in ~~2023~~2024 ~~due~~ primarily due to ana ~~adjustment~~$1.4 million reduction in the ~~reserve~~allowance for expected credit losses. ~~During~~recorded in 2024, werelated ~~made an adjustment~~ to ~~the allowance for expected credit losses for~~ a balance due from a former client ~~in 2022~~. ~~The~~That client ~~has~~subsequently ~~since~~ paid ~~off~~its ~~their full~~ outstanding balance ~~and~~in nofull ~~longer~~and ~~has~~had ~~any~~no ~~obligation~~remaining obligations to usthe Company as of December 31, ~~2024~~2025.

Financing expense, net

Finance expense, net of interest income, for the year ended December 31, ~~2024~~2025 was approximately $~~266~~259,000 expense and was primarily due to interest ~~expense~~and financing expenses of approximately $~~221~~400,000 and commitment fee expense of approximately $6680,000 offset by interest income of approximately $71218,000. During 2025, the Company received a delayed refund from the Internal Revenue Service (IRS) of which $158,000 was recorded as interest income.

1816 Table of Contents

Finance expense, net of interest income, for the year ended December 31, ~~2023~~2024 was approximately $30266,000 expense and was primarily due to interest expense of approximately $77221,000 and commitment fee expense of approximately $1866,000 offset by interest income of approximately $6371,000.

Other income, net

Other income, net, for the year ended December 31, ~~2024~~2025 was income of approximately $~~26,000~~1.9 ~~for setup charges to new Platform partners~~million.

~~Other~~During ~~income~~the year ended December 31, ~~net~~2025, the Company received a payment from the IRS totaling $610,352 in connection with an amended form filed in May 2023 for the ~~year~~Employee ~~ended~~Retention ~~December~~Credit 31(ERC) related to the first quarter of 2021. Of this amount, ~~2023~~$533,093 was ~~income~~recognized ofin ~~approximately~~Other Income, and $1577,~~000~~259 ~~from~~of interest was recorded in Financing expense, net. ~~realized~~The ~~and~~Company ~~unrealized~~received ~~gains~~an additional ERC payment from the IRS related to the second quarter of 2021, totaling $606,156. Of this amount, $525,085 was recognized in Other Income, and ~~losses~~$81,071 of interest was recorded in Financing expense, net.

~~Liquidity~~During the year ended December 31, 2025, the Company received a refund of approximately $700,000 from a partner related to amounts previously paid in 2022. The refund was recognized in other income during 2025 and ~~Capital~~represents ~~Resources~~a non-recurring item.

~~Our~~Other ~~principal~~income, ~~sources~~net, offor ~~liquidity are~~ the ~~sale~~year ofended ~~our~~December ~~common~~31, ~~stock~~2024 ~~and~~was ~~our~~income ~~credit~~of ~~facility~~approximately ~~discussed~~$26,000 infor ~~Note~~setup 6charges ~~– Bank Debt~~ to ~~our~~new ~~Consolidated~~Platform ~~Financial Statements~~partners.

OnLiquidity ~~May~~and 7,Capital 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), to sell shares of our common stock, par value $0.001 per share, (the “Shares”), having an aggregate sales price of up to $15,000,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company will pay Wainwright a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares. For the year ended December 31, 2024, the Company has not sold any shares of common stock under the ATM Agreement.Resources

OnOur ~~July~~principal ~~31,~~sources ~~2024,~~of weliquidity ~~entered~~are ~~into a Financing and Security Agreement (~~the ~~"Financing~~sale ~~Agreement”) with SLR Digital Finance LLC ("SLR”), effective July 30, 2024. Pursuant to the terms~~ of ~~the~~our ~~Financing~~common ~~Agreement,~~stock ~~SLR~~and ~~will~~our ~~finance up to $10 million dependent upon eligible receivables. Availability as of December 31, 2024 equaled the maximum~~ credit ~~commitment~~facility ofdiscussed ~~$10,000,000.~~in ~~See~~ Note 6 – Bank Debt to our Consolidated Financial Statements.

WeOn ~~have~~May ~~focused~~7, ~~our~~2024, ~~resources~~we ~~behind~~entered ainto ~~plan~~an toAt ~~market~~The ~~our~~Market ~~collective~~Offering ~~multi-channel~~Agreement ~~advertising~~(the ~~capabilities~~“ATM ~~differentiated~~Agreement”) bywith H.C. Wainwright & Co. LLC (“Wainwright”), to sell shares of our AIcommon ~~technology~~stock, par value $0.001 per share, (the ~~IntentKey~~“Shares”), ~~where~~having wean ~~have~~aggregate asales ~~technological~~price ~~advantage~~of ~~and~~up ~~higher~~to ~~margins~~$15,000,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. IfThe wesales ~~are~~of ~~successful~~the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in ~~implementing~~Rule ~~our~~415 ~~plan~~promulgated under the Securities Act of 1933, weas ~~expect~~amended. toWe ~~return~~will pay Wainwright a commission rate of up to ~~and~~3.0% ~~maintain~~of ~~positive~~the ~~cash~~aggregate ~~flows~~gross proceeds from ~~operations~~each sale of Shares. ~~However~~For the year ended December 31, ~~there~~2024, iswe nodid ~~assurance~~not ~~that~~sell any shares of common stock under the ATM Agreement. During the year ended December 31, 2025, we ~~will~~utilized bethe ~~able~~ATM toAgreement ~~achieve~~and ~~this~~sold ~~objective~~165,641 shares of common stock for gross proceeds of $1,184,740, before deducting commissions and other offering-related costs.

AsOn ofJuly ~~December~~ 31, 2024, we ~~have~~entered ~~approximately~~into ~~$2.5~~a ~~million~~Financing inand ~~cash~~Security ~~and~~Agreement ~~cash~~(the ~~equivalents.~~“Financing ~~Our~~Agreement”) ~~net~~with ~~working~~SLR ~~capital~~Digital ~~deficit~~Finance ~~was~~LLC ~~$2.2~~(“SLR”), ~~million.~~effective WeJuly ~~have~~30, ~~encountered~~2024. ~~recurring~~Pursuant ~~losses~~to ~~and~~the ~~cash~~terms ~~outflows~~of ~~from~~the ~~operations~~Financing Agreement, ~~which~~SLR ~~historically~~will wefinance ~~have~~up ~~funded~~to ~~through~~$10 ~~equity~~million ~~offerings~~subject ~~and~~to ~~debt~~availability ~~facilities.~~based ~~For~~on the ~~year~~amount ~~ended~~of ~~December~~eligible ~~31,~~accounts ~~2024~~receivable. weEligibility ~~had~~is adetermined ~~net~~by ~~loss~~criteria ofsuch ~~$5.8~~as ~~million~~geographic ~~and~~location ~~net~~of ~~cash~~the ~~flow~~customer ~~from~~and ~~operations~~aging of $0receivables.2 ~~million.~~As ~~Additionally~~of December 31, 2025, our ~~investment~~accounts inreceivable, ~~investing~~net ~~activities~~of ~~totaled~~allowance ~~approximately~~for ~~$1.9~~credit ~~million~~losses, ~~for~~were ~~the~~$5,887,884, ~~year~~of ~~ended~~which ~~December~~a ~~31,~~substantial ~~2024.~~portion ~~This~~qualified ~~amount~~as ~~primarily~~eligible ~~consists~~under ofthe ~~internally~~Financing ~~developed~~Agreement. ~~software~~At ~~costs~~December 31, ~~which~~2025, ~~are~~the ~~largely~~outstanding ~~comprised~~balance ofdue ~~fixed~~under ~~labor~~the ~~costs,~~Financing ~~along~~Agreement ~~with~~was ~~other~~$3,288,100. ~~capitalized~~See ~~expenditures.~~Note ~~Through~~6 ~~December~~– ~~31,~~Bank ~~2024,~~Debt to our ~~accumulated~~Consolidated ~~deficit~~Financial ~~was $173~~Statements.~~2 million.~~

~~Management~~We ~~plans~~have tofocused ~~support~~our ~~the~~resources ~~Company’s~~behind ~~future~~a ~~operations~~plan ~~and~~to ~~capital~~market ~~expenditures~~our ~~primarily~~collective ~~through~~multi-channel ~~cash~~advertising ~~generated~~capabilities ~~from~~differentiated ~~its~~by ~~credit~~our ~~facility~~AI ~~until~~technology, ~~such~~the ~~time~~IntentKey, aswhere we ~~reach~~have ~~profitability.~~a ~~The~~technological ~~credit~~advantage ~~facility~~and ishigher ~~due~~margins. ~~upon~~If ~~demand~~we ~~and~~are ~~therefore~~successful ~~there~~in ~~can~~implementing beour noplan, ~~assurances~~we ~~that~~expect ~~sufficient~~to ~~borrowings~~return ~~will be available~~ to ~~support~~and ~~future~~maintain ~~operations~~positive ~~until~~cash ~~profitability~~flows isfrom ~~reached~~operations. WeHowever, ~~believe~~there ~~our~~is ~~current~~no ~~cash~~assurance ~~position~~that ~~and~~we ~~credit facility~~ will be ~~sufficient~~able to ~~sustain~~achieve ~~operations for at least the next twelve months from the date of~~ this ~~filing~~objective. If our plan to grow the IntentKey product is unsuccessful, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term.

19As ~~Table~~of December 31, 2025, we have approximately $2.8 million in cash and cash equivalents. Our net working capital deficit was $5.1 million. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. For the year ended December 31, 2025 we had a net loss of ~~Contents~~$5.1 million and the net cash used in operations was $1.8 million. Additionally, our investment in investing activities totaled approximately $1.6 million for the year ended December 31, 2025. This amount primarily consists of internally developed software costs, which are largely comprised of fixed labor costs, along with other capitalized expenditures. Through December 31, 2025, our accumulated deficit was $178.3 million.

~~Cash~~Subsequent ~~Flows~~to December 31, 2025, on January 14, 2026, the Company entered into a securities purchase agreement with a certain investor pursuant to which the Company authorized the issuance of subordinated convertible notes in the aggregate principal amount of approximately $3.33 million, subject to a 10% original issue discount. The subordinated convertible note is convertible into shares of the Company’s common stock at a conversion price of $3.10 per share, subject to applicable NYSE American ownership limits and certain registration rights obligations. In connection with the convertible note financing, the Company also entered into a debt subordination agreement with its senior lender and a registration rights agreement with the investor. This financing provided incremental liquidity subsequent to year-end and is included as a subsequent event. Management expects the additional capital to enhance the Company’s liquidity position and support operations and strategic initiatives in 2026.

~~The~~17 ~~table~~Table ~~below sets forth a summary~~ of ~~our cash flows for the years ended 2024 and 2023:~~Contents

	2024			2023
Net cash provided by/(used) in operating activities	$	229,554		$	(2,554,075	)
Net cash provided by/(used in) investing activities	$	(1,857,375	)	$	606,190
Net cash provided by/(used in) financing activities	$	(353,388	)	$	3,456,924

Subsequent to December 31, 2025, the Company received approximately $6.2 million in connection with a previously disclosed class action settlement. The settlement proceeds represent a one-time, non-recurring cash inflow and enhanced the Company’s liquidity position after year-end. Management considered the receipt of these proceeds, along with subsequent financing activity, in its assessment of the Company’s liquidity and capital resources.

~~Cash~~Management ~~Flows~~plans -to ~~Operating~~support the Company’s future operations and capital expenditures primarily through cash generated from its credit facility until such time as we reach profitability. The credit facility is due upon demand and therefore there can be no assurances that sufficient borrowings will be available to support future operations until profitability is reached. We believe our current cash position, together with availability under our credit facility and proceeds received subsequent to December 31, 2025 from the $6.2 million class action settlement and the subordinated convertible note issued in January 2026, will be sufficient to sustain operations for at least the next twelve months from the date of this filing. If our plan to grow the IntentKey product is unsuccessful, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term.

~~Net~~Cash cash provided by operating activities was $229,554 during 2024. We reported a net loss of $5,761,801, which included non-cash expenses: depreciation and amortization of $2,515,177, stock-based compensation of $1,501,444, $800,000 for the impairment and amortization of a referral and support services agreement, and amortization of right of use assets of $54,356; partially offset by an adjustment to expect losses on accounts receivable of $1,442,533. The change in operating assets and liabilities was a net provision of cash of $2,342,255 primarily due to increases in accrued expenses and other liabilities of $2,329,295 and accounts payable balance of $1,990,231 partially offset by an increase in the accounts receivable balance by $1,876,282. Our terms are such that we generally collect receivables prior to paying trade payables. However, our Media sales arrangements typically have slower payment terms than the terms of related payables. Flows

~~During~~The ~~2023,~~table ~~cash~~below ~~used~~sets inforth ~~operating activities was $2,554,075. We reported~~ a ~~net~~summary ~~loss~~ of ~~$10,389,653~~our ~~which included the non-~~cash ~~expenses~~flows offor ~~depreciation~~the ~~and~~years ~~amortization~~ended of2025 ~~$2,655,368, amortization of right of use assets $96,190~~ and ~~stock-based compensation expenses of $1,986,296. The change in operating assets and liabilities was a net provision of cash of $1,433,655.~~ 2024:

Cash Flows - Investing

	2025			2024
Net cash provided by/(used) in operating activities	$	(1,786,301	)	$	229,554
Net cash provided by/(used in) investing activities	$	(1,601,903	)	$	(1,857,375	)
Net cash provided by/(used in) financing activities	$	3,768,880		$	(353,388	)

~~Net~~Cash ~~cash~~Flows ~~used~~- in investing activities was $1,857,375 for 2024 and consisted primarily of capitalized internal development costs. Net cash provided by investing activities in 2023 was $606,190 and consisted primarily of proceeds from the sale of marketable securities partially offset by capitalized internal development costs.Operating

~~Cash~~Net ~~Flows~~cash used in operating activities was $1,786,301 during 2025. We reported a net loss of $5,095,518, which included non-cash ~~Financing~~expenses: depreciation and amortization of $2,234,749 and stock-based compensation of $1,144,773. The change in operating assets and liabilities was a net use of cash of $303,348 primarily due to a decrease in the accounts receivable balance of $6,703,509, offset by decreases in accrued expenses and other liabilities of $5,565,487 and accounts payable of $1,331,567. Our terms are such that we generally collect receivables prior to paying trade payables. However, our media sales arrangements typically have slower payment terms than the terms of related payables.

~~Net~~During 2024, cash ~~used~~provided inby ~~financing~~operating activities was $~~353~~229,~~388~~554. ~~during~~We ~~2024,~~reported ~~primarily~~a ~~due~~net toloss of $5,761,801 which included the ~~election~~non-cash expenses of ~~certain~~depreciation ~~participants~~and toamortization ~~have~~of ~~the~~$2,515,177, ~~Company~~stock-based ~~withhold~~compensation expenses of $1,501,444, $800,000 for the ~~issuance~~impairment ofand ~~shares~~amortization ~~pursuant~~of toa ~~vesting~~referral ~~restricted~~and ~~stock~~support ~~units~~services inagreement, ~~consideration~~and amortization of ~~the~~right ~~Company’s~~of ~~payment~~use assets of ~~taxes~~$54,356. onThe ~~behalf~~change in operating assets and liabilities was a net provision of ~~such~~cash ~~participants~~of $2,342,255.

~~Net~~Cash ~~cash~~Flows ~~provided~~- ~~by financing was $3,456,924 during 2023, primarily from the proceeds from the capital raise (see Note 1 – Organization and Business to our Consolidated Financial Statements).~~Investing

~~Critical~~Net ~~Accounting~~cash ~~Policies~~used in investing activities was $1,601,903 for 2025 and ~~Estimates~~consisted primarily of capitalized internal development costs. Net cash used in investing activities in 2024 was $1,857,375 and consisted primarily of capitalized internal development costs.

~~The~~Cash ~~preparation~~Flows of- financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The estimates and assumptions that management makes affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material. We believe the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements: Revenue Recognition, Capitalized Software costs, Intangible Assets, and Goodwill. These policies and others are described in Note 2 — Summary of Significant Accounting Policies, of the Consolidated Financial Statements included elsewhere in this Report.Financing

20Net ~~Table~~cash provided by financing activities was $3,768,880 during 2025, primarily due to the utilization of ~~Contents~~our Financing Agreement as discussed in Note 6 - Bank Debt to our Consolidated Financial Statements and sales of common stock through the ATM as discussed in Note 11 – Stockholders’ Equity to our Consolidated Financial Statements.

~~Revenue~~Net ~~recognition~~cash -used Wein ~~generate~~financing ~~revenue~~was by$353,388 ~~identifying~~during ~~audiences~~2024, ~~and~~primarily ~~presenting~~due ~~advertisements~~to onthe ~~behalf~~election of ~~our~~certain ~~customers.~~participants ~~Our~~to ~~revenue~~have isthe ~~derived~~Company ~~from~~withhold the ~~placements~~issuance of ~~advertisements~~shares ~~across~~pursuant ~~advertising~~to ~~channels,~~vesting ~~browsers,~~restricted ~~applications~~stock ~~and~~units ~~devices.~~in ~~Pricing~~consideration ~~for~~of ~~those~~the ~~advertisement~~Company’s ~~placements~~payment isof ~~typically~~taxes ~~either~~ on abehalf ~~cost-per-click~~of orsuch ~~cost per thousand impressions basis~~participants.

~~Our~~18 ~~revenue~~Table ~~is a function~~ of the number of advertisements placed combined with the price we obtain (using our technologies) for the placements made on behalf of our clients. We assume the risk associated of finding placements at a cost below that for which it had been sold.Contents

WeCritical ~~recognize~~Accounting ~~revenue~~Policies when control of the contracted services or product is transferred to our customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those services or products. We determine revenue recognition through (i) identification of a contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract, and ~~(v) recognition of revenue when or as the performance obligations are satisfied.~~Estimates

~~Customer~~The ~~contracts~~preparation ~~are~~of ~~typically~~financial ~~captured~~statements in anconformity ~~Insertion~~with ~~Order~~U.S. ~~("IO")~~GAAP ~~where~~requires ~~revenue~~management isto ~~recognized~~make ~~upon~~estimates ~~delivery~~and ofassumptions ~~services~~that ~~during~~affect the ~~period~~reported ~~covered~~amount byof ~~the~~assets IOand liabilities, orthe indisclosure ~~multi-year~~of ~~master~~contingent ~~service~~assets ~~agreements~~and ~~where~~liabilities and the reported amounts of revenue isand ~~recognized~~expenses ~~based~~during onthe reported periods. The estimates and assumptions that management makes affect the ~~number~~reported amounts of ~~advertisements~~assets, ~~placed~~liabilities, ornet ~~clicked~~revenues onand inexpenses ~~the~~and ~~period~~disclosure ~~they~~of ~~occur~~contingent assets and liabilities. WeThe ~~settle~~estimates ~~advertisement~~and ~~placement~~assumptions ~~prices~~used ~~with~~are ~~our~~based ~~customers~~upon ~~net~~management’s regular evaluation of ~~any~~the ~~adjustments~~relevant ~~for~~facts ~~quality.~~and ~~Judgment~~circumstances isas ~~required~~of tothe ~~identify~~date aof ~~contract~~the ~~with~~consolidated afinancial ~~customer,~~statements. ~~identify~~Actual ~~its~~results ~~performance~~may ~~obligations,~~differ ~~determine~~from the ~~transaction~~estimates ~~price~~and assumptions used in preparing the accompanying consolidated financial statements, ~~allocate~~and such differences could be material. We believe the ~~transaction~~following ~~price~~accounting policies are those most critical to the ~~performance~~judgments ~~obligations~~and estimates used in the preparation of our financial statements: Revenue Recognition, Capitalized Software costs, Intangible Assets, and ~~determine~~Goodwill. ~~whether~~These ~~the~~policies ~~performance~~and ~~obligations~~others are ~~satisfied~~described in Note 2 — Summary of Significant Accounting Policies, of the Consolidated Financial Statements included elsewhere in this Report.

~~Capitalized~~Revenue ~~software~~recognition ~~costs~~ - We ~~capitalize~~generate ~~the~~revenue ~~cost~~by ofidentifying ~~internally~~audiences ~~developed~~and ~~software~~presenting ~~that~~advertisements ~~has~~on abehalf ~~useful life in excess~~ of ~~one~~our ~~year~~customers. ~~These~~Our ~~costs~~revenue ~~consist~~is ofderived from the ~~salaries~~placements ~~and benefits~~ of ~~employees~~advertisements ~~working~~across onadvertising ~~such~~channels, ~~software development to customize~~browsers, ~~enhance~~applications orand ~~develop new product~~devices. WePricing ~~assess~~for ~~whether~~those ~~development~~advertisement ~~work~~placements ~~creates~~is ~~additional~~typically ~~functionality~~either toon ~~the~~a ~~software~~cost-per-click or iscost aper ~~new~~thousand ~~software~~impressions ~~product, and qualifies the costs incurred for capitalization~~basis.

WeOur ~~annually~~revenue ~~assess~~is ~~whether~~a ~~triggering~~function ~~events~~of ~~are~~the ~~present~~number toof ~~review~~advertisements ~~internal-use~~placed ~~software~~combined ~~for~~with ~~impairment.~~the ~~The~~price ~~estimated~~we ~~useful~~obtain ~~life~~(using of our ~~software~~technologies) for ~~development~~the ~~costs~~placements ismade ~~two~~on ~~years~~behalf ~~and~~of isour ~~amortized using the straight-line method~~clients. ~~There~~We isassume ~~judgment involved in determining~~ the ~~validity~~risk associated of ~~capitalization,~~finding ~~estimating~~placements ~~the~~at ~~useful~~a ~~life~~cost ~~and~~below ~~evaluating~~that ~~whether any impairment occurred. Capitalized software development costs were $1.8 million and $1.7 million, respectively,~~ for which ~~the~~it ~~years~~had ~~ended~~been ~~December 31, 2024 and 2023~~sold.

~~Intangible assets, net -~~ We ~~allocate~~recognize arevenue ~~portion~~when control of the ~~purchase~~contracted ~~price~~services ofor ~~acquisitions~~product tois ~~identifiable~~transferred ~~intangible~~to ~~assets and we amortize definite-lived assets over their estimated useful lives. We consider~~ our ~~indefinite-lived~~customer, ~~assets for impairment whenever events or changes~~ in ~~circumstances~~an ~~indicate~~amount that reflects the ~~carrying~~consideration ~~amount~~we ofexpect anto ~~asset~~be ~~may~~entitled ~~not~~to bein ~~recoverable.~~exchange ~~Trade~~for ~~names~~those ~~are~~services ~~not~~or ~~amortized~~products. asWe ~~they~~determine ~~are~~revenue recognition ~~believed~~through to(i) ~~have~~identification anof ~~indefinite~~a ~~life.~~contract ~~Trade~~with ~~names~~a ~~are~~customer, ~~reviewed~~(ii) ~~annually~~identification ~~for~~of ~~impairment.~~the Weperformance ~~also~~obligations ~~acquire~~in ~~intangible~~the contract, ~~assets~~(iii) ~~outside~~determination of ~~acquisitions~~the ~~and~~transaction ~~record~~price, ~~them~~(iv) atallocation ~~their~~of ~~fair~~the ~~value~~transaction ~~and~~price ~~amortize~~to ~~them~~the ~~over~~performance ~~their~~obligations ~~estimated~~in ~~useful~~the contract, ~~lives.~~and ~~Judgment~~(v) isrecognition ~~required~~of torevenue ~~determine~~when ~~fair~~or ~~value~~as ~~and~~ the ~~useful~~performance ~~life.~~obligations are satisfied.

~~Goodwill~~Customer -contracts Weare ~~utilize~~typically ~~the~~captured ~~purchase~~in ~~method~~an ofInsertion ~~accounting~~Order in(“IO”) ~~accordance~~where ~~with~~revenue ~~ASC~~is ~~805,~~recognized ~~Business~~upon ~~Combinations.~~delivery ~~This~~of ~~standard~~services ~~requires~~during ~~that~~ the ~~total~~period ~~cost~~covered ofby anthe ~~acquisition~~IO, beor ~~allocated~~in tomulti-year ~~the~~master ~~tangible~~service ~~and~~agreements ~~intangible~~where ~~assets~~revenue ~~acquired~~is ~~and~~recognized ~~liabilities assumed~~ based on the ~~fair~~number ~~value~~ of ~~the~~advertisements ~~tangible~~placed ~~and~~or ~~intangible~~clicked ~~assets~~on ~~acquired~~in ~~and liabilities assumed at~~ the ~~acquisition~~period ~~date~~they occur. ~~Our~~We ~~estimates~~settle ~~and~~advertisement ~~assumptions~~placement ~~used~~prices inwith ~~assessing~~our ~~fair~~customers ~~value~~net ~~are~~of ~~inherently~~any ~~uncertain~~adjustments ~~and~~for ~~subject to refinement~~quality. ~~During~~Judgment ~~the~~is ~~measurement~~required ~~period, which may be up~~ to ~~one~~identify ~~year~~a ~~from~~contract ~~the~~with ~~acquisition~~a ~~date~~customer, weidentify ~~may~~its ~~record~~performance ~~adjustments~~obligations, todetermine the ~~fair~~transaction ~~value of these tangible and intangible assets acquired and liabilities assumed~~price, ~~with~~allocate the ~~corresponding~~transaction ~~offset~~price to ~~goodwill.~~the Inperformance ~~addition~~obligations, ~~uncertain~~and ~~tax~~determine ~~positions~~whether ~~and~~the ~~tax-related~~performance ~~valuation~~obligations ~~allowances~~ are ~~initially recorded in connection with a business combination as of the acquisition date~~satisfied.

WeCapitalized ~~periodically~~software ~~conduct~~costs ~~a review of long~~-~~lived~~ ~~assets~~We tocapitalize ~~assess potential triggering events for impairment within~~ the ~~Inuvo~~cost ~~reporting~~of ~~unit.~~internally Wedeveloped ~~perform~~software anthat ~~impairment~~has ~~test~~a ~~annually~~useful bylife ~~comparing~~in ~~the~~excess ~~fair value~~ of ~~our~~one ~~reporting unit with its carrying amount~~year. WeThese ~~have~~costs ~~only~~consist ~~one reporting unit and generally determine the fair value~~ of ~~this reporting unit using~~ the ~~income~~salaries ~~approach~~and ~~methodology~~benefits of ~~valuation~~employees ~~that~~working ~~includes~~on ~~the~~such ~~undiscounted~~software ~~cash~~development ~~flow~~to ~~method~~customize, asenhance ~~well~~or asdevelop ~~other~~new ~~generally accepted valuation methodologies~~product. IfWe ~~the~~assess ~~carrying~~whether ~~amount~~development ofwork acreates ~~reporting~~additional ~~unit~~functionality ~~exceeds the reporting unit’s fair value, the amount it exceeds fair value is equivalent~~ to the ~~amount~~software ofor ~~impairment loss. There~~ is ~~judgment~~a ~~involved~~new insoftware ~~estimating the fair value~~product, ~~useful life~~ and inqualifies the ~~evaluation~~costs ofincurred ~~any~~for ~~impairment~~capitalization.

21We ~~Table~~annually assess whether triggering events are present to review internal-use software for impairment. The estimated useful life of ~~Contents~~our software development costs is two years and is amortized using the straight-line method. There is judgment involved in determining the validity of capitalization, estimating the useful life and evaluating whether any impairment occurred. Capitalized software development costs were $1.5 million and $1.8 million, respectively, for the years ended December 31, 2025 and 2024.

Intangible assets, net - We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment. We also acquire intangible assets outside of acquisitions and record them at their fair value and amortize them over their estimated useful lives. Judgment is required to determine fair value and the useful life.

Goodwill - We utilize the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Our estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date.

Table of Contents

We periodically conduct a review of long-lived assets to assess potential triggering events for impairment within the Inuvo reporting unit. We perform an impairment test annually by comparing the fair value of our reporting unit with its carrying amount. We have only one reporting unit and generally determine the fair value of this reporting unit using the income approach methodology of valuation that includes the undiscounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount it exceeds fair value is equivalent to the amount of impairment loss. There is judgment involved in estimating the fair value, useful life and in the evaluation of any impairment.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our Consolidated Financial Statements begin on page F-1 at the end of this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management does not expect that our disclosure controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of December 31, ~~2024~~2025, the end of the period covered by this report, our management concluded their evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As of the evaluation date, our Chief Executive Officer and Chief Financial Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

2220 Table of Contents

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Securities Exchange Act of 1934 Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

	·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based upon this assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, ~~2024~~2025, our internal controls over financial reporting were effective.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2025, we implemented NetSuite as our enterprise resource planning (“ERP”) system. In connection with this implementation, we designed and implemented new internal controls and modified certain existing controls. There were no changes in our internal ~~controls~~control over financial reporting ~~that occurred~~ during ~~our~~the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Trading Plans

During the three months ended December 31, ~~2024~~2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

N/A

2321 Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this ~~Item~~item will be contained in our proxy statement for our ~~2025~~2026 Annual Meeting of Shareholders to be filed on or prior to April 30, ~~2025~~2026 (the “Proxy Statement”) and is incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item will be contained in our Proxy Statement and is incorporated herein by this reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item will be contained in our Proxy Statement and is incorporated herein by this reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item will be contained in our Proxy Statement and is incorporated herein by this reference.

2422 Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

1. Financial Statements

The consolidated financial statements and Report of Independent Registered Accounting Firm are listed in the “Index to Financial Statements and Schedules” beginning on page F-1 and included on pages F-2 through F-21.

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the consolidated financial statements herein.

3. Exhibits (including those incorporated by reference).

*** Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2. The omitted material has been filed separately with the Commission. Certain portions of this exhibit have also 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. The location of the omitted confidential information is indicated in the exhibit with asterisks (***).

No.	Exhibit Description	Form	Date Filed	Number	Filed or Furnished Herewith
2.1	Agreement and Plan of Merger dated June 5, 2009 between Inuvo, Inc. and Kowabunga! Inc.	8-K	7/24/09	2.4
2.2	Agreement and Plan of Merger dated October 16, 2011 between Inuvo, Inc., Anhinga Merger Subsidiary, Inc. and Vertro, Inc.	8-K	10/17/11	2.5
3(i).1	Articles of Incorporation, as amended	10-KSB	3/1/04	4
3(i).2	Amended to Articles of Incorporation filed March 14, 2005	10-KSB	3/31/06	3.2
3(i).3	Articles of Merger between Inuvo, Inc. and Kowabunga! Inc.	8-K	7/24/09	3.4
3(i).4	Certificate of Change Filed Pursuant to NRS 78.209	8-K	12/10/10	3(i).4
3(i).5	Certificate of Merger as filed with the Secretary of State of Nevada on February 29, 2012	10-K	3/29/12	3(i).5
3(i).6	Articles of Amendment to Amended Articles of Incorporation as filed on February 29, 2012	10-K	3/29/12	3(i).6
3(i).7	Articles of Amendment to Articles of Incorporation as filed on October 31, 2019	10-Q	5/15/20	3(i).7
3(i).8	Certificate of Validation of Amendment to Amended Articles of Incorporation as filed October 16, 2020	10-Q	11/9/20	3(i)8
3(i).9	Articles of Amendment to Articles of Incorporation as filed January 7, 2021	10-K	2/11/21	3(i).9
3(i).10	Articles of Amendment to Articles of Incorporation as filed on August 19, 2021	10-Q	11/12/21	3(i).10
3(ii).1	Amended and Restated By-Laws	10-K	3/31/10	3(ii).4
3(i).11	Certificate of Amendment to the Articles of Incorporation of Inuvo, Inc. as filed with the Secretary of State and effective as of June 10, 2025.	10-K	6/10/25	3.1
3(ii).2	Bylaw amendment adopted February 29, 2012	8-K	3/6/12	3(ii).1
3(ii).	Second Amended and Restated Bylaws	8-K	5/22/23	3(ii).1
4.1	Description of Securities	10-K	2/11/21	4.1
10.1	Google Services Agreement effective January 1, 2024 by and between Vertro, Inc. and Google Inc.	10-K	2/29/24	10.1
10.2	Yahoo! Publisher Network Contract, dated April 4, 2009, as amended with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 ***	10-Q	5/15/12	10.1
10.3	Yahoo! Publisher Network Contract, dated April 4, 2009, as amended. ***	10-Q/A	12/28/12	10.1
10.4	Amendment No. 8 to Yahoo! Publisher Network Contract effective as of September 1, 2013, executed and delivered October 10, 2013 ***	10-Q/A	1/6/14	10.28
10.5	Amendment #11 to Yahoo! Publisher Network Contract, effective January 15, 2016, executed and delivered January 26, 2015	10-K	2/12/16	10.24
10.6	Amendment #12 to Yahoo! Publisher Network Contract, effective March 2, 2016 ***	10-Q	4/27/16	10.25
10.7	Amendment #14 to Yahoo! Publisher Contract dated February 28, 2018	8-K	3/6/18	10.1
10.8	Amendment #15 to Yahoo! Publisher Contract dated May 9, 2018	8-K	5/15/18	10.1
10.9	Amendment # 16 dated August 28, 2018 to Yahoo! Publisher Network Contract ***	10-Q	11/7/18	10.1
10.10	Amendment #18 dated January 24, 2019 to Yahoo! Publisher Contract	10-K	3/15/19	10.6

2523 Table of Contents

10.9	Amendment # 16 dated August 28, 2018 to Yahoo! Publisher Network Contract ***	10-Q	11/7/18	10.1
10.10	Amendment #18 dated January 24, 2019 to Yahoo! Publisher Contract	10-K	3/15/19	10.6
10.11	Amendment #28 to the Yahoo! Publisher Network Contract #1-19868214, dated as of November 11, 2020***	8-K	11/16/20	10.1
10.12	Amendment #32 to the Yahoo! Publisher Network Contract #1-9868214, dated May 10, 2023.***	8-K	5/16/23	10.1
10.13	Form of Indemnification Agreement with Directors of Inuvo, Inc.	10-Q	11/7/18	10.5
10.14	2017 Equity Compensation Plan	DEF14A	4/28/17	A
10.15	Amendment No. 1 to the 2017 Equity Compensation Plan	DEF14	9/3/19	B
10.16	Amendment No. 2 to the 2017 Equity Compensation Plan	DEF14	5/2/22	A
10.17	2017 Equity Compensation Plan Non-Qualified Stock Option Agreement	10-Q	8/15/22	10.2
10.18	~~Quick~~Employment ~~Action Closing Fund Grant~~ Agreement, dated ~~January~~March 251, ~~2013,~~2012 ~~with~~between ~~the~~Inuvo, ~~Arkansas~~Inc. ~~Economic~~and ~~Development~~Richard ~~Commission~~K. Howe	108-K	3/136/1312	10.232
10.19	~~Grant~~Employment ~~Reimbursement~~ Agreement, dated ~~January~~March 251, ~~2013,~~2012 ~~with~~between ~~the~~Inuvo, ~~Arkansas~~Inc. ~~Economic~~and ~~Development~~Wallace ~~Commission~~D. Ruiz	108-K	3/136/1312	10.244
10.20	~~Amendment~~Amended toand ~~Grant~~Restated ~~Reimbursement~~Executive Employment Agreement, dated ~~March~~January ~~2021~~27, ~~with~~2026, ~~the~~between ~~Arkansas~~Inuvo ~~Economic~~Inc. ~~Development~~and ~~Commission~~Robert C. Buchner	108-K	31/1728/2126	10.213
10.21	~~Employment~~Form ~~Agreement~~of ~~dated~~Insider ~~March~~Offering 1,Subscription ~~2012 between Inuvo, Inc. and Richard K. Howe~~Agreement	8-K	3/620/1220	10.21
10.22	~~Employment~~Form ~~Agreement~~of ~~dated~~Subscription ~~March 1, 2012 between Inuvo, Inc. and Wallace D. Ruiz~~Agreement	8-K	34/601/1220	10.41
10.23	~~Employment~~2017 ~~Agreement~~Equity ~~dated~~Compensation ~~March~~Plan 1,Restricted ~~2012~~Stock ~~between~~Unit ~~Inuvo, Inc. and John B. Pisaris~~Agreement	810-K	32/611/1221	10.529
10.24	~~Loan~~Sales ~~and Security~~ Agreement, dated ~~February~~May 28, ~~2020~~2021 ~~effective March 12, 2020~~ by and between ~~Inuvo, Inc~~A.G.P./Alliance ~~and~~Global ~~its~~Partners ~~subsidiaries~~ and ~~Hitachi~~Inuvo, ~~Capital America Corp~~Inc.	8-K	35/1728/2021	101.1
10.25	~~Amendment~~Financing ~~No. 1 to Loan~~ and Security, ~~Agreement~~by and ~~Collateral~~among ~~Documents~~Inuvo, ~~dated~~Inc., ~~March~~Vertro, 1Inc., ~~2023~~ValidClick, byInc., ~~and~~Think ~~between~~Relevant ~~Mitsubishi~~Media, HCLLC, ~~Capital~~Kowabunga Marketing, Inc., ~~f/k/a~~Bonfire ~~Hitachi~~Publishing ~~Capital~~Group, ~~America~~LLC, ~~Corp~~Southern Muse Media, LLC, NetSeer, Inc., ~~and~~Emerald ~~Inuvo~~Brands, LLC, Alot, Inc. and ~~its~~Daily ~~subsidiaries~~Reads, LLC, and SLR Digital Finance LLC, effective as of July 30, 2024.	8-K	38/601/2324	10.1
10.26	~~Form~~Inuvo, ofInc. ~~Insider~~2025 ~~Offering~~Omnibus ~~Subscription~~Incentive ~~Agreement~~Compensation Plan	8-K	35/2028/2025	10.1
10.27	2025 Equity Compensation Plan Form of ~~Subscription~~Restricted Stock Unit Agreement	8-K	45/0128/2025	10.12
10.28	~~2017~~2025 Equity Compensation Plan ~~Restricted~~Form of Non-Qualified Stock ~~Unit~~Option Agreement	108-K	25/1128/2125	10.293
10.29	~~Sales~~Separation Agreement and Release, dated ~~May~~September 2830, ~~2021~~2025, ~~by and~~ between ~~A.G.P./Alliance Global Partners and~~ Inuvo, Inc. and Barry Lowenthal	8-K	510/2801/2125	110.1
10.30	~~Financing~~Form ~~and~~of ~~Security~~Securities Purchase Agreement, by and ~~among~~between Inuvo, Inc., ~~Vertro, Inc., ValidClick, Inc., Think Relevant Media, LLC, Kowabunga Marketing, Inc., Bonfire Publishing Group, LLC, Southern Muse Media, LLC, NetSeer, Inc., Emerald Brands, LLC, Alot, Inc.~~ and ~~Daily~~the ~~Reads, LLC, and SLR Digital Finance LLC, effective as of July 30, 2024.~~Buyer	8-K	81/0115/2426	10.1
19	Insider Trading Policy				Filed
10.31	Form of Subordinated Convertible Note	8-K	1/15/26	10.2
10.32	Form of Registration Rights Agreement by and between Inuvo, Inc. and the Buyer	8-K	1/14/26	10.3
10.33	Debt Subordination Agreement, made by Buyers in favor of SLR Digital Finance, LLC	8-K	1/14/26	10.4
10.34	Extension Agreement to Google Services Agreement between Vertro, Inc. and Google LLC, dated as of February 17, 2026	8-K	2/17/26	10.1
19	Insider Trading Policy	10-K	2/27/25	19
21.1	Subsidiaries of the Registrant				Filed
23.1	Consent of EisnerAmper LLP, PCAOB FIRM ID 274				Filed
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer				Filed
31.2	Rule 13a-14(Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer)/15d-14(a) certification of Chief Financial Officer				Filed
32.1	Section 1350 certification of Chief Executive Officer				Filed
32.2	Section 1350 certification of Chief Financial Officer				Filed
97.1	Clawback Policy	10-K	2/29/2024	10.1
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	The cover page for Inuvo, Inc.’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, formatted in Inline XBRL (included within Exhibit 101 attachments).				Filed
*	The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

Item 16. Form 10-K Summary

The Company has elected not to provide this optional information.

2624 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Inuvo, Inc.
February 27, 2025	By:	/s/ Wallace D. Ruiz
March 5, 2026	By:	/s/ Wallace D. Ruiz
		Wallace D. Ruiz, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard K. Howe	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	February 27, 2025
/s/ Robert C. Buchner	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	March 5, 2026
Richard K. Howe
Robert C. Buchner
/s/ Wallace D. Ruiz	Chief Financial Officer (principal financial and accounting officer)	~~February~~March 275, ~~2025~~2026
Wallace D. Ruiz
/s/ Jonathon Bond	Director	~~February~~March 275, ~~2025~~2026
Jonathon Bond
/s/ Gordon J. Cameron	Director	~~February~~March 275, ~~2025~~2026
Gordon J. Cameron
/s/ Kenneth Lee	Director	~~February~~March 275, ~~2025~~2026
Kenneth Lee
/s/ Charles D. Morgan	Director	February 27, 2025
/s/ Richard K. Howe	Director	March 5, 2026
Charles D. Morgan
Richard K. Howe

2725 Table of Contents

INUVO, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

		CONTENTS
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Consolidated Balance Sheets		F-43
Consolidated Statements of Operations and Comprehensive Loss		F-5
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders’ Equity		F-65
Consolidated Statements of Cash Flows		F-76
Notes to Consolidated Financial Statements		F-87

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Inuvo, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Inuvo, Inc. (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations ~~and comprehensive loss~~, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of their ~~its~~ operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex ~~judgements~~judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2 Table of Contents

Capitalized software development costs

As reflected in Note 2 and Note 4 to the financial statements, the Company capitalizes certain labor costs related to internally developed software. Management determines the amount of internal software costs to be capitalized based on the estimated amount of time spent by software developers and engineers during the application development stage of software development projects identified by the Company. The amount of capitalized software development costs was approximately $1.85 million for the year ended December 31, ~~2024~~2025.

We identified the estimate of time and related costs eligible for capitalization as capitalized software development costs as a critical audit matter due to the subjective judgements required of management when determining the amount of time that qualifies to be capitalized for development projects. This, in turn, led to a high degree of auditor judgement, subjectivity, and effort in performing procedures for evaluating management’s significant assumptions related to these judgements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with our overall opinion on the financial statements. The procedures we performed included gaining an understanding of the controls relating to capitalized software development costs, testing management’s process for developing the estimate including the amount of time and related costs eligible for capitalization in the current year, evaluating whether the time and related costs were eligible for capitalization, testing the completeness and accuracy of underlying data and inputs used in management’s estimate of eligible time and related costs, and evaluating the reasonableness of significant assumptions used by management in estimating eligible time and related costs. Evaluating management’s assumptions related to eligible software development time for capitalization involved performing inquiries with management and with a sample of individual software developers and engineers regarding the nature, timing, and extent of time worked on development activities.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since 2021.

EISNERAMPER LLP

Iselin, New Jersey

~~February 27~~March 5, ~~2025~~2026

F-32 Table of Contents

Inuvo, Inc.

Consolidated Balance Sheets

December 31,

	2025			2024
Assets
Current assets
Cash and cash equivalents	$	2,839,921		$	2,459,245
Accounts receivable, net of allowance for credit losses of $98,954 and $144,625, respectively		5,887,884			12,545,771
Prepaid expenses and other current assets		489,790			639,805
Total current assets		9,217,595			15,644,821

Property and equipment, net		1,629,561			1,792,903
Other assets
Right of use assets - operating lease		663,635			913,439
Right of use assets - finance lease		—			18,209
Intangible assets, net of accumulated amortization		3,425,375			3,894,875
Goodwill		9,853,342			9,853,342
Other assets		78,342			78,342
Total other assets		14,020,694			14,758,207
Total assets	$	24,867,850		$	32,195,931

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	7,090,784		$	8,422,351
Accrued expenses and other current liabilities		3,619,974			9,185,461
Lease liability - operating lease		294,093			259,867
Lease liability - finance lease		—			18,209
Outstanding borrowings under Financing Agreement	$	3,288,100		$	—
Total current liabilities		14,292,951			17,885,888

Long-term liabilities
Deferred tax liability		107,971			97,266
Lease liability - operating lease		443,912			738,005
Total long-term liabilities		551,883			835,271

Stockholders’ equity
Preferred stock, $0.001 par value:
Authorized shares - 500,000 - none issued and outstanding		—			—
Common stock, $0.001 par value:
Authorized shares 200,000,000; issued and outstanding shares 14,701,949 and 14,050,204 respectively;		14,703			14,051
Additional paid-in capital		188,312,843			186,669,733
Accumulated deficit		(178,304,530	)		(173,209,012	)
Total stockholders’ equity		10,023,016			13,474,772
Total liabilities and stockholders’ equity	$	24,867,850		$	32,195,931

See accompanying notes to the consolidated financial statements.

F-3

Table of Contents

Inuvo, Inc.

Consolidated Statements of Operations

For the Years Ended December 31,

	2024			2023
	2025			2024
Assets
Net revenue	$	86,209,305		$	83,793,859
Current assets
Cost of revenue		21,995,153			12,033,777
Cash and cash equivalents	$	2,459,245		$	4,440,454
Gross profit		64,214,152			71,760,082
Accounts receivable, net of allowance for credit losses of $144,625 and $1,645,045, respectively		12,545,771			9,226,956
Operating expenses:
Prepaid expenses and other current assets		639,805			1,076,121
Marketing costs		51,890,162			59,663,061
Total current assets		15,644,821			14,743,531
Compensation		12,086,350			12,065,783
Property and equipment, net		1,792,903			1,680,788
General and administrative		6,933,684			5,545,049
Other assets
Total operating expenses		70,910,196			77,273,893
Right of use assets - operating lease		913,439			805,786
Operating loss		(6,696,044	)		(5,513,811	)
Right of use assets - finance lease		18,209			72,560
Other income/(expense):
Referral and support services agreement advance		—			500,000
Financing expense, net		(259,884	)		(266,772	)
Intangible assets, net of accumulated amortization		3,894,875			4,664,791
Other income		1,871,115			26,812
Goodwill		9,853,342			9,853,342
Loss before taxes		(5,084,813	)		(5,753,771	)
Other assets		78,342			53,346
Income tax expense		(10,705	)		(8,030	)
Total other assets		14,758,207			15,949,825
Net loss	$	(5,095,518	)	$	(5,761,801	)
Total assets	$	32,195,931		$	32,374,144
Per common share data:
Liabilities and Stockholders’ Equity
Basic and diluted
Current liabilities
Net loss	$	(0.35	)	$	(0.41	)
Accounts payable	$	8,422,351		$	6,432,120
Weighted average shares:
Accrued expenses and other current liabilities		9,185,461			7,926,479
Basic		14,477,871			13,996,837
Lease liability - operating lease		259,867			123,074
Diluted		14,477,871			13,996,837
Lease liability - finance lease		18,209			50,801
Total current liabilities		17,885,888			14,532,474
Long-term liabilities
Deferred tax liability		97,266			89,238
Lease liability - operating lease		738,005			751,821
Lease liability - finance lease		—			18,209
Other long-term liabilities		—			216
Total long-term liabilities		835,271			859,484
Stockholders’ equity
Preferred stock, $0.001 par value:
Authorized shares - 500,000 - none issued and outstanding		—			—
Common stock, $0.001 par value:
Authorized shares 200,000,000; issued and outstanding shares 140,502,039 and 137,983,918 respectively;		140,501			137,983
Additional paid-in capital		186,543,283			184,291,414
Accumulated other comprehensive income		—			—
Accumulated deficit		(173,209,012	)		(167,447,211	)
Total stockholders' equity		13,474,772			16,982,186
Total liabilities and stockholders' equity	$	32,195,931		$	32,374,144

See accompanying notes to the consolidated financial statements.

F-4

Table of Contents

Inuvo, Inc.

Consolidated Statements of ~~Operations~~Stockholders’ ~~and Comprehensive Loss~~Equity

For the Years Ended December 31, 2025 and 2024

	2024			2023
	Common Stock						Additional Paid			Accumulated
Net revenue	$	83,793,859		$	73,911,528
	Shares			Stock			in Capital			Deficit			Total
Cost of revenue		12,033,777			10,477,272
Balances as of December 31, 2023		13,798,671		$	13,799		$	184,415,598		$	(167,447,211	)	$	16,982,186
Gross profit		71,760,082			63,434,256
Net loss		—			—			—			(5,761,801	)		(5,761,801	)
Operating expenses:
Stock-based compensation		—			—			1,501,444			—			1,501,444
Marketing costs		59,663,061			51,982,572
Stock issued for vested restricted stock awards		251,812			252			(252	)		—			—
Compensation		12,065,783			13,793,309
Shares withheld for taxes on vested restricted stock units		—			—			(302,587	)		—			(302,587	)
General and administrative		5,545,049			8,050,890
Issuance of restricted stock units		—			—			1,055,530			—			1,055,530
Total operating expenses		77,273,893			73,826,771
Balances as of December 31, 2024		14,050,483			14,051			186,669,733			(173,209,012	)		13,474,772
Operating loss		(5,513,811	)		(10,392,515	)
Net loss		—			—			—			(5,095,518	)		(5,095,518	)
Other income/(expense):
Stock-based compensation		—			—			1,144,773			—			1,144,773
Financing expense, net of interest income		(266,772	)		(29,570	)
Stock issued for vested restricted stock awards		485,825			486			(486	)		—			—
Other income		26,812			14,668
Shares withheld for taxes on vested restricted stock units		—			—			(650,299	)		—			(650,299	)
Loss before taxes		(5,753,771	)		(10,407,417	)
At-the-market sale of common stock, net of issuance costs		165,641			166			1,149,122						1,149,288
Income tax (expense)/benefit		(8,030	)		17,764
Balances as of December 31, 2025		14,701,949		$	14,703		$	188,312,843		$	(178,304,530	)	$	10,023,016
Loss from continuing operations	$	(5,761,801	)	$	(10,389,653	)
Other comprehensive income:
Unrealized loss on marketable securities		—			84,868
Comprehensive loss	$	(5,761,801	)	$	(10,304,785	)
Per common share data:
Basic and diluted
Net loss from continuing operations	$	(0.04	)	$	(0.08	)
Net income from discontinued operations		—			—
Net loss	$	(0.04	)	$	(0.08	)
Weighted average shares:
Basic		139,968,374			131,116,370
Diluted		139,968,374			131,116,370

See accompanying notes to the consolidated financial statements.

F-5

Table of Contents

Inuvo, Inc.

Consolidated Statements of ~~Stockholders'~~Cash ~~Equity~~Flows

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	Common Stock						Additional Paid in			Accumulated			Accumulated Other Comprehensive
	2025			2024
	Shares			Stock			Capital			Deficit			Income			Total
Operating activities:
Balances as of December 31, 2022		120,137,124		$	120,138		$	178,771,604		$	(157,057,558	)		(84,868	)	$	21,749,316
Net loss	$	(5,095,518	)	$	(5,761,801	)
Net loss		—			—			—			(10,389,653	)		—			(10,389,653	)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain on debt securities		—			—			—			—			84,868			84,868
Depreciation and amortization		2,234,749			2,515,177
Stock-based compensation		—			—			1,986,296			—			—			1,986,296
Amortization of right of use assets - financing		18,209			54,356
AGP Closing of at-the-market sale of common stock		173,558			174			60,962			—			—			61,136
Amortization of right of use assets - operating lease		249,804			227,628
Stock issued for vested restricted stock unit		1,673,236			1,671			(1,671	)		—			—			—
Stock based compensation		1,144,773			1,501,444
Proceeds from sale of common stock, net of expenses		16,000,000			16,000			3,649,000			—			—			3,665,000
Amortization of financing fees		—			20,000
Shares withheld for taxes on vested restricted stock units		—			—			(166,872	)		—			—			(166,872	)
Impairment and amortization of referral and support services agreement advance		—			800,000
Change in fair value of warrants related to vesting		—			—			(7,905	)		—			—			(7,905	)
Adjustment to expected losses on accounts receivable		(45,671	)		(1,442,533	)
Balances as of December 31, 2023		137,983,918			137,983			184,291,414			(167,447,211	)		—			16,982,186
Deferred income tax expense		10,701			8,028
Net loss		—			—			—			(5,761,801	)		—			(5,761,801	)
Derecognition of contingency and grant		—			(35,000	)
Issuance of restricted stock units		—			—			1,055,530			—			—			1,055,530
Change in operating assets and liabilities:
Stock-based compensation		—			—			1,501,444			—			—			1,501,444
Accounts receivable		6,703,509			(1,876,282	)
Stock issued for vested restricted stock unit		2,518,121			2,518			(2,518	)		—			—			—
Prepaid expenses, other current assets and other assets		150,064			111,320
Shares withheld for taxes on vested restricted stock units		—			—			(302,587	)		—			—			(302,587	)
Accounts payable		(1,331,567	)		1,990,231
Balances as of December 31, 2024		140,502,039		$	140,501		$	186,543,283		$	(173,209,012	)	$	—		$	13,474,772
Accrued expenses and other liabilities		(5,565,487	)		2,329,295
Lease liability - operating lease		(259,867	)		(212,309	)
Net cash provided by/(used in) operating activities		(1,786,301	)		229,554
Investing activities:
Purchases of equipment and capitalized development costs		(1,601,903	)		(1,857,375	)
Net cash provided by/(used in) investing activities		(1,601,903	)		(1,857,375	)
Financing activities:
Proceeds from at-the-market sales, net		1,149,288			—
Proceeds net of payments on Financing Agreement		3,288,100			—
Principal payments on finance lease obligations		(18,209	)		(50,801	)
Net taxes paid on restricted stock unit grants exercised		(650,299	)		(302,587	)
Net cash provided by/(used in) financing activities		3,768,880			(353,388	)
Net change – cash		380,676			(1,981,209	)
Cash and cash equivalent, beginning of year		2,459,245			4,440,454
Cash and cash equivalent, end of year	$	2,839,921		$	2,459,245
Supplemental information:
Interest paid	$	482,420		$	337,961
Noncash investing and financing activities:
Acquisition of right of use asset for operating lease liability	$	—		$	335,286
Issuance of 3,287,537 restricted stock units to settle accrued incentive liability	$	—		$	1,055,530

See accompanying notes to the consolidated financial statements.

F-6

Table of Contents

Inuvo, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

	2024			2023
Operating activities:
Net loss	$	(5,761,801	)	$	(10,389,653	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,515,177			2,655,368
Amortization of right of use assets - financing		54,356			96,190
Amortization of right of use assets - operating lease		227,628			609,524
Stock based compensation		1,501,444			1,986,296
Gain on marketable securities		—			(14,668	)
Amortization of financing fees		20,000			8,333
Impairment and amortization of referral and support services agreement advance		800,000			300,000
Adjustment to expected losses on accounts receivable		(1,442,533	)		786,549
Stock warrant income		—			(7,905	)
Deferred income tax expense (benefit)		8,028			(17,764	)
Derecognition of contingency and grant		(35,000	)		—
Change in operating assets and liabilities:
Accounts receivable		(1,876,282	)		1,106,387
Prepaid expenses, other current assets and other assets		111,320			(263,569	)
Accounts payable		1,990,231			(1,612,682	)
Accrued expenses and other liabilities		2,329,295			2,745,173
Lease liability - operating lease		(212,309	)		(541,654	)
Net cash provided by/(used in) operating activities		229,554			(2,554,075	)
Investing activities:
Capitalized software development costs and purchases of equipment		(1,857,375	)		(1,682,683	)
Proceeds from the sale of marketable securities		—			2,288,873
Net cash provided by/(used in) investing activities		(1,857,375	)		606,190
Financing activities:
Gross proceeds from line of credit		—			592,868
Repayments on line of credit		—			(592,868	)
Proceeds from sale of common stock, net of expenses		—			3,665,000
Payments on finance/capital leases		(50,801	)		(102,340	)
Net taxes paid on RSU grants exercised		(302,587	)		(166,872	)
Proceeds from at-the-market sales		—			61,136
Net cash provided by/(used in) financing activities		(353,388	)		3,456,924
Net change – cash		(1,981,209	)		1,509,039
Cash and cash equivalent, beginning of year		4,440,454			2,931,415
Cash and cash equivalent, end of year	$	2,459,245		$	4,440,454
Supplemental information:
Interest paid	$	337,961		$	105,148
Noncash investing and financing activities:
Acquisition of right of use asset for operating lease liability	$	335,286		$	1,105,148
Issuance of 3,287,537 restricted stock units to settle accrued incentive liability	$	1,055,530		$	—

See accompanying notes to the consolidated financial statements.

F-7 Table of Contents

Inuvo, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Note 1 – Organization and Business

Company Overview

Inuvo is an advertising technology and services company that has developed and commercialized large language generative artificial intelligence (AI) ~~capable~~for ofmodeling ~~discovering~~media ~~and targeting digital~~ audiences. Inuvo’s innovative technology ~~positions~~provides ~~it as~~ a ~~leader within the advertising industry, offering a~~ valuable solution to marketers seeking to navigate the evolving landscape of consumer privacy. ~~The~~and AIwe ~~targets~~have successfully commercialized a proprietary, patented large language model (“LLM”) that identifies and actions the reasons ~~behind~~ why ~~people~~consumers are interested in products, services, ~~and~~or brands. - rather than who they are - offering a high-performance, privacy-by-design solution for the modern advertising landscape.

Inuvo sells its information technology solutions to agencies and brands (collectively, “Agencies & Brands”) along with large consolidators of advertising demand (“Platforms”). Inuvo’s revenue is primarily derived from the placement of digital advertising across devices, websites, applications and browsers within social, search and programmatic advertising channels. Inuvo facilitates and gets paid to deliver advertising messages and counts among its ~~client's~~clients numerous world-renowned companies across industries.

~~The~~Inuvo’s AI technology, marketed as IntentKey®, ~~was~~leverages ~~designed~~artificial tointelligence, ~~replace~~data analytics and automation that can optimize the purchase and placement of advertising in real time without consumer data,. ~~analytics,~~The ~~segmentation~~technology ~~and~~can ~~lookalike~~be ~~modeling~~consumed ~~technologies~~by ~~that~~Agency ~~have~~& ~~traditionally~~Brands ~~served~~clients ~~the~~as ~~advertising~~a ~~industry~~managed service or software-as-a-service it(SaaS). ~~transitions~~Additionally, toInuvo ahas ~~new~~developed ~~paradigm~~proprietary ~~where~~technology ~~targeting~~and ~~based~~assets ontailored ato ~~consumer’s~~certain ~~identity~~clients ~~and~~that ~~data~~include ~~are~~digital nocontent, ~~longer~~websites, ~~possible~~automated ~~due~~campaigns, toad ~~the~~fraud ~~legislative~~detection, performance reporting, and ~~technological~~predictive ~~changes~~media ~~occurring~~mix modeling.

Inuvo’s AIcompetitive ~~technology~~moat ~~solves~~and ~~the~~intellectual ~~identity~~property ~~challenge~~are protected by ~~leveraging~~18 ~~artificial~~issued ~~intelligence,~~and ~~data~~three ~~analytics,~~pending ~~and~~patents ~~automation~~issued ~~that~~by ~~can~~the ~~optimize~~United ~~the~~States ~~purchase~~Patent and ~~placement~~Trademark ofOffice. ~~advertising~~Our inIP ~~real~~portfolio ~~time~~includes ~~without~~patents, ~~consumer~~trade ~~data~~secrets and trademarks. ~~The~~We ~~technology~~actively ~~can~~seek beto ~~consumed~~protect byour ~~clients~~IP asrights aand ~~managed~~to ~~service~~deter orunauthorized ~~self-service~~use ~~(SaaS).~~of ~~Additionally,~~our ~~Inuvo~~IP ~~has~~and ~~developed~~other ~~proprietary~~assets. ~~technology~~While ~~and~~our ~~assets~~IP ~~tailored~~rights are important to ~~certain~~our ~~clients~~success, ~~that~~our ~~include~~business ~~digital~~is ~~content,~~not ~~websites,~~significantly ~~automated~~dependent ~~campaigns,~~on adany ~~fraud~~single ~~detection~~patent, ~~performance reporting~~trademark, ~~and~~or ~~predictive~~other ~~media~~IP ~~mix modeling~~right.

Both Agencies & Brands and Platforms benefit from Inuvo’s ability to intelligently process vast amounts of data, detect patterns in behavior, and enhance advertising efficiency whether through direct media execution or integration into existing campaign management systems. These capabilities are typically sold with services both individually and in combination with each other based on client needs. Agencies & Brands utilize our artificial intelligence-based consumer intent recognition system to reach highly targeted mobile and desktop In-Market audiences with precision. The solution can serve multiple creative formats including display, video, audio and native across multiple device types including desktop, mobile, tablet, connected/smart TV and game consoles. The technology can be consumed by clients as a managed service or self-service (SaaS). For our Platform clients we utilize a collection of data, analytics, software, content management and website creation technologies to align merchant advertising messages with online content.

Inuvo’s intellectual property is protected by 19 issued and eight pending patents.

Liquidity

Our principal sources of liquidity are the sale of our common stock and our credit facility discussed in Note 6 – Bank Debt.

On May 307, ~~2023~~2024, we ~~raised~~entered ~~$4.0~~into ~~million~~an inAt ~~gross~~The ~~proceeds~~Market inOffering aAgreement ~~registered~~(the ~~direct~~“ATM ~~offering~~Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), ~~before~~to ~~expenses~~sell shares of our common stock, ~~through~~par value $0.001 per share, (the ~~sale~~“Shares”), ofhaving an aggregate sales price of 16up to $15,000,000, ~~shares~~from oftime ~~our~~to ~~common~~time, ~~stock~~through an “at the market offering” program under which Wainwright will act as sales agent. The ~~shares~~sales ~~were~~of ~~offered~~the ~~pursuant~~Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an ~~effective~~“at ~~shelf~~the ~~registration~~market ~~statement~~offering” onas ~~Form~~defined ~~S-3~~in (Rule 415 promulgated under the ~~“Shelf~~Securities ~~Registration~~Act ~~Statement”)~~of ~~and~~1933, as amended. We will pay Wainwright a ~~prospectus~~commission ~~supplement~~rate ~~relating~~of up to 3.0% of the ~~offering~~aggregate ~~was~~gross ~~filed~~proceeds ~~with~~from each sale of Shares. For the ~~SEC~~year onended ~~May~~December 2631, ~~2023~~2024, we did not sell any shares of common stock under the ATM Agreement. During the year ended December 31, 2025, we utilized the ATM Agreement and sold 165,641 shares of common stock for gross proceeds of $1,184,740, before deducting commissions and other offering-related costs.

~~F-8~~On ~~Table~~July 31, 2024, we entered into a Financing and Security Agreement (the “Financing Agreement”) with SLR Digital Finance LLC (“SLR”), effective July 30, 2024. Pursuant to the terms of ~~Contents~~the Financing Agreement, SLR will finance up to $10 million subject to availability based on the amount of eligible accounts receivable. Eligibility is determined by criteria such as geographic location of the customer and aging of receivables. As of December 31, 2025, our accounts receivable, net of allowance for credit losses, were $5,887,884, of which a substantial portion qualified as eligible under the Financing Agreement. At December 31, 2025, the outstanding balance due under the Financing Agreement was $3,288,100. See Note 6 – Bank Debt for more information.

~~On May~~ F-7, ~~2024,~~Table ~~we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), to sell shares~~ of our common stock, par value $0.001 per share (the “Shares”), having an aggregate sales price of up to $15,000,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company will pay Wainwright a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares. For the year ended December 31, 2024, the Company has not sold any shares of common stock under the ATM Agreement. In January 2025, the Company utilized the ATM Agreement and sold 1,594,313 shares of common stock for gross proceeds of $1,163,491. See Note 16 – Subsequent Events.Contents

OnAs ~~July~~of December 31, ~~2024~~2025, we ~~entered~~have ~~into~~approximately a$2.8 ~~Financing~~million in cash and ~~Security~~cash ~~Agreement~~equivalents. ~~(the~~Our ~~"Financing~~net ~~Agreement”)~~working ~~with~~capital ~~SLR~~deficit ~~Digital~~was ~~Finance~~$5.1 ~~LLC~~million. ~~("SLR”)~~We have encountered recurring losses and cash outflows from operations, ~~effective~~which ~~July~~historically 30we have funded through equity offerings and debt facilities. For the year ended December 31, ~~2024~~2025 we had a net loss of $5.1 ~~Pursuant~~million toand ~~the~~net ~~terms~~cash flow used in operations of ~~the~~$1.8 ~~Financing~~million. ~~Agreement~~Additionally, ~~SLR~~our ~~will~~investment ~~finance~~in upinvesting toactivities totaled approximately $101.6 million ~~dependent~~for ~~upon~~the ~~eligible~~year ~~receivables~~ended December 31, 2025. ~~See~~This ~~Note~~amount 6–primarily ~~Bank~~consisted ~~Debt~~of internally developed software costs, which are largely comprised of fixed labor costs, along with other capitalized expenditures. Through December 31, 2025, our accumulated deficit was $178.3 million.

AsManagement ofplans ~~December~~to ~~31,~~support ~~2024,~~our wefuture ~~have~~operations ~~approximately~~and ~~$2.5~~capital ~~million~~expenditures inprimarily through cash, ~~and~~generated ~~cash~~from ~~equivalents.~~its ~~Our~~credit ~~net~~facility ~~working~~until ~~capital~~such ~~deficit~~time ~~was~~as ~~$2.2~~we ~~million~~reach profitability. WeAny ~~have~~repayments ~~encountered~~of ~~recurring~~the ~~losses~~Financing ~~and~~Agreement ~~cash~~will ~~outflows~~be made through collections from ~~operations,~~eligible ~~which~~accounts ~~historically~~receivable. weWe ~~have~~believe ~~funded~~our ~~through~~current ~~equity~~cash ~~offerings~~position, ~~and~~together ~~debt~~with ~~facilities.~~availability ~~For~~under ~~the~~our ~~year~~credit ~~ended~~facility ~~December~~and ~~31,~~proceeds ~~2024~~received wesubsequent ~~had~~to aDecember ~~net~~31, ~~loss~~2025 offrom the $56.82 million ~~and~~class ~~net~~action ~~cash~~settlement ~~flow~~and ~~provided~~the bysubordinated ~~operations~~convertible ofnotes ~~$0.2~~issued ~~million.~~in ~~Additionally~~January 2026, ~~our~~will ~~investment~~be ~~in investing~~sufficient ~~activities~~to ~~totaled~~sustain ~~approximately~~operations ~~$1.9~~for ~~million~~at ~~for~~least the ~~year~~next ~~ended~~twelve ~~December~~months ~~31,~~from ~~2024~~the date of this filing. ~~This~~If ~~amount~~our ~~primarily~~plan ~~consists~~to ofgrow ~~internally~~the ~~developed~~IntentKey ~~software~~product ~~costs~~is unsuccessful, ~~which~~we ~~are~~may ~~largely~~need ~~comprised~~to offund ~~fixed~~operations ~~labor~~through ~~costs,~~private ~~along~~or ~~with~~public ~~other~~sales ~~capitalized~~of ~~expenditures. Through~~securities, ~~December~~debt ~~31,~~financings ~~2024,~~or ~~our~~partnering/licensing ~~accumulated~~transactions ~~deficit~~over ~~was~~the ~~$173.2~~long ~~million~~term.

Management plans to support the Company’s future operations and capital expenditures primarily through cash generated from its credit facility until such time as we reach profitability. Any repayments of the financing agreement will be made through collections from eligible accounts receivable. We believe that our current cash position, credit facility, and the equity raised through our ATM program in January 2025 will be sufficient liquidity to sustain operations for at least the next twelve months from the date of this filing. If our plan to grow the IntentKey product is unsuccessful, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation - The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications - Certain amounts in the 2023 statement of cash flows have been reclassified to conform with the 2024 presentation. The impact to the 2023 change in accrued expenses and other liabilities was a decrease of $67,870, and there was no impact to net cash used in operating activities for the year ended December 31, 2023.

Cash and cash equivalents - Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less.

Revenue recognition - We generate revenue by identifying audiences and presenting advertisements on behalf of our customers. We provide our products, technologies and services to Agencies & Brands and Platforms. Currently, revenue from Agencies & Brands is primarily through our IntentKey products and services and revenue from Platforms is primarily through our Bonfire products and services. Our revenue is derived from the placements of advertisements across advertising channels, browsers, applications and devices. Pricing for those advertisement placements is typically either on a cost-per-click or cost per thousand impressions basis.

F-9 Table of Contents

Our revenue is a function of the number of advertisements placed combined with the price we obtain (using our technologies) for the placements made on behalf of our clients. We assume the risk associated of finding placements at a cost below that for which it had been sold.

We recognize revenue when control of the contracted services or product is transferred to our customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those services or products. We determine revenue recognition through (i) identification of a contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract, and (v) recognition of revenue when or as the performance obligations are satisfied.

For Agencies & Brands, the terms of an agreement are captured in an Insertion Order ("“IO"”) where revenue is recognized upon delivery of services during the period covered by the IO. For Platforms, terms are generally captured in multi-year master service agreements and revenue is recognized based on the number of advertisements placed or clicked on in the period they occur. We settle advertisement placement prices with our customers net of any adjustments for quality.

In the year ended December 31, ~~2024~~2025, we generated $8386,~~793~~209,~~859~~305 in revenue, of which 8283.8% was from Platforms, 17and 16.2% was from Agencies & Brands. In the year ended December 31, ~~2023~~2024, we generated $7383,~~911~~793,~~528~~859 in revenue, of which 7982.18% was from Platforms, 20and 17.92% was from Agencies & Brands.

Accounts receivable - Accounts receivable consist of trade receivables from customers. Weand ~~record~~are ~~accounts~~recorded ~~receivable~~ at ~~its~~their net realizable value,. ~~recognizing~~We recognize an allowance for ~~doubtful~~credit ~~accounts~~losses based on ~~our~~management’s best estimate of expected credit losses on ~~our~~ existing accounts receivable. Balances are written off against the allowance after all reasonable means of collection have been exhausted and the possibility of recovery is considered remote. The current expected credit loss (CECL) model under Accounting Standards Update (ASU) 2016-13 requires an estimation of expected credit losses over the life of a financial instrument, taking into consideration historical experience, current conditions, and reasonable and supportable forecasts. Management has reviewed comprehensive historical data, any relevant economic indicator, and estimated our estimated credit loss based off these probabilities. The following table presents accounts receivable, net of allowance for credit losses:

	At December 31,
	2024		2023		2022
Balance at the end of the year	$	12,545,771	$	9,226,956	$	11,119,892

F-8

Table of Contents

~~Cost~~We ofestimate ~~revenue~~expected -credit ~~Cost~~losses ofin ~~revenue~~accordance iswith ~~primarily~~the ~~composed~~current ofexpected ~~payments~~credit toloss ~~advertising~~(“CECL”) ~~exchanges~~model ~~that~~under ~~provide~~Topic ~~access~~326, tousing ~~digital~~comprehensive ~~inventory~~historical ~~where~~collection wedata, ~~serve~~current ~~advertisements~~customer-specific ~~primarily~~information, ~~for~~relevant ~~Agencies~~economic indicators, and ~~Brands~~management judgment. ToThe aallowance ~~lesser~~for ~~extent,~~credit ~~cost~~losses ofis ~~revenue~~evaluated ~~includes~~on ~~payments~~a toperiodic ~~website~~basis ~~publishers~~ and ~~app~~adjusted ~~developers~~as ~~that~~necessary ~~host~~based ~~advertisements.~~on changes in facts and circumstances.

During the year ended December 31, 2025, we adopted Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Clarifying the Scope of the Current Expected Credit Losses Model. The adoption of ASU 2025-05 did not have a material impact on our consolidated financial statements.

The following table presents accounts receivable, net of allowance for credit losses:

	At December 31,
	2025		2024		2023
Balance at the end of the year	$	5,887,884	$	12,545,771	$	9,226,956

Cost of revenue - During 2025, cost of revenue was primarily composed of payments to website publishers and app developers that host advertisements. To a lesser extent, cost of revenue included payments to advertising exchanges that provide access to digital inventory where we serve advertisements primarily for Agencies and Brands.

Marketing costs - Marketing costs are predominately traffic acquisition costs and include those expenses required to attract an audience to our owned and operated applications and websites. We expense these costs as incurred and present them as a separate line item in operating expenses in the consolidated statements of operations.

Property and equipment - Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major renewals and improvements are capitalized while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of assets sold or retired and the related accumulated depreciation are eliminated from accounts and the net gain or loss is reflected as an operating expense in the consolidated statements of operations.

Property and equipment are depreciated on a straight-line basis over three years for equipment, five to seven years for furniture and fixtures and two to three years for software. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the remaining term of the lease. Depreciation and amortization expense was $1,~~745~~765,~~261~~249 and $1,~~670~~745,~~868~~261, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

FCapitalized Software Costs -10 ~~Table~~We capitalize certain labor costs related to internally developed software and amortize these costs using the straight-line method over the estimated useful life of ~~Contents~~the software, generally two years. We do not sell internally developed software. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 Internal-Use Software, are expensed as incurred. Capitalized software development costs were $1.5 million and $1.8 million, respectively, for the years ended December 31, 2025 and 2024.

~~Capitalized~~Goodwill ~~Software~~- ~~Costs~~Goodwill -is Werecorded ~~capitalize~~as ~~certain~~the ~~labor~~difference, ~~costs~~if ~~related~~any, tobetween ~~internally~~the ~~developed~~aggregate ~~software~~consideration ~~and~~paid ~~amortize~~for ~~these~~an ~~costs~~acquisition ~~using~~and the ~~straight-line~~fair ~~method~~value ~~over~~of the ~~estimated~~net ~~useful~~tangible ~~life~~and ofintangible ~~the~~assets ~~software,~~acquired. ~~generally~~We ~~two~~periodically ~~years.~~conduct Wea doreview ~~not~~of ~~sell~~long-lived ~~internally~~assets ~~developed~~to ~~software.~~assess ~~Certain~~potential ~~development~~triggering ~~costs~~events ~~not~~for ~~meeting~~impairment within the ~~criteria~~Inuvo ~~for~~reporting ~~capitalization,~~unit. inWe ~~accordance~~perform ~~with~~an ~~ASC~~impairment ~~350-40~~test ~~Internal-Use~~annually ~~Software,~~as ~~are~~of ~~expensed~~December as31, ~~incurred~~2025. ~~Capitalized~~As ~~software~~a ~~development~~result, ~~costs~~we ~~were~~perform ~~$1.8~~our ~~million~~annual ~~and~~goodwill ~~$1.7~~impairment ~~million,~~test ~~respectively,~~by ~~for~~comparing the ~~years~~fair ~~ended~~value ~~December 31,~~of ~~2024~~our ~~and~~reporting ~~2023~~unit with its carrying amount.

Goodwill - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. We periodically conduct a review of long-lived assets to assess potential triggering events for impairment within the Inuvo reporting unit. We perform an impairment test annually as of December 31, 2024. As a result, we perform our annual goodwill impairment test by comparing the fair value of our reporting unit with its carrying amount.

We have only one reporting unit and generally determine the fair value of this reporting unit using the income approach methodology of valuation that includes the undiscounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount it exceeds fair value is equivalent to the amount of impairment loss.

We determined there was no impairment of goodwill during ~~2024~~2025 and ~~2023~~2024.

See Note 5 – Intangible Assets and Goodwill, for more information.

Intangible Assets - We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. We also acquire intangible assets outside of acquisitions and record them at their fair value and amortize them over their estimated useful lives.

WeF-9 ~~recorded~~Table ~~no impairment~~ of ~~intangible assets during 2024 or 2023.~~ Contents

~~See~~We ~~Note~~recorded 5no –impairment ~~Intangible~~of ~~Assets~~intangible ~~and~~assets ~~Goodwill,~~during ~~for~~2025 ~~more~~or ~~information~~2024.

Income taxes - We utilize the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes (“ASC 740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we must project future levels of taxable income. We examine evidence related to the history of taxable losses or income, the economic conditions in which we operate, organizational characteristics, our forecasts and projections, as well as factors affecting liquidity. All our deferred tax assets and liabilities are recorded as long-term assets and liabilities in the consolidated balance sheets. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation for a significant portion of the net deferred tax assets as of December 31, ~~2024~~2025 and ~~2023~~2024.

We have adopted certain provisions of ASC 740. This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. ASC 740 prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. We recognize interest and penalties related to income taxes in income tax expense. We have incurred no penalties or interest for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

F-11 Table of Contents

Impairment of long-lived assets - In accordance with ASC 360, Property, Plant and Equipment, long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount to future undiscounted cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value.

Stock-based compensation - We recognize stock compensation based on the recognition provisions ASC 718, Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee and non-employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period.

The fair value of restricted stock unit awards is based on the market price of our common stock on the date of the grant. To value stock option awards, we use the Black-Scholes-Merton option pricing model. This model involves assumptions including the expected life of the option, stock price volatility, risk-free interest rate, dividend yield and exercise price. We recognize compensation expense in earnings over the requisite service period, applying a forfeiture rate to account for expected forfeitures of awards.

~~See~~Government ~~Note~~Grant- 10During the first quarter of 2013, ~~Stock-Based~~we ~~Compensation~~received a grant from the state of Arkansas to relocate our corporate headquarters to Conway, ~~for~~Arkansas. ~~further~~We ~~details~~recognized the grant funds into income as a reduction of the related expense in the period in which those expenses were recognized. We deferred grant funds related to capitalized costs and classified them as current or long-term liabilities on ~~our~~the ~~stock~~balance ~~awards~~sheet according to the classification of the associated asset. The agreement concluded on March 31, 2024, and as of December 31, 2025, all obligations were satisfied, and no liability remains outstanding. During 2024, we derecognized a $35,000 liability.

~~Government~~Earnings ~~Grant~~per share - During the ~~first~~periods ~~quarter of 2013~~presented, we ~~received~~had asecurities ~~grant~~that ~~from~~could ~~the~~potentially ~~state~~dilute ofbasic ~~Arkansas~~earnings toper ~~relocate~~share ~~our~~in ~~corporate~~the ~~headquarters~~future tobut ~~Conway,~~were ~~AR.~~excluded Wefrom ~~recognized~~ the ~~grant~~computation ~~funds into income as a reduction~~ of ~~the~~diluted ~~related~~net ~~expense~~loss inper ~~the~~share, ~~period~~as intheir ~~which~~effect ~~those~~would ~~expenses~~have ~~were~~been ~~recognized~~anti-dilutive. We ~~deferred~~reported ~~grant~~a ~~funds~~net ~~related~~loss tofor ~~capitalized~~2025 ~~costs~~ and ~~classified~~2024 ~~them~~and astherefore, ~~current~~shares ~~or long-term liabilities on the balance sheet according to the classification of the~~ associated ~~asset.~~with ~~The~~stock ~~agreement~~options, ~~concluded~~restricted onstock ~~March~~units ~~31, 2024,~~ and asconvertible ofdebt ~~December 31,~~are ~~2024,~~not ~~all~~included ~~obligations~~because ~~were~~they ~~satisfied,~~are ~~and no liability remains outstanding~~anti-dilutive. Basic Asand ofdiluted ~~December~~net ~~31,~~loss ~~2023,~~per weshare ~~recorded~~is athe ~~$35,000~~same ~~liability which~~for ~~was satisfied~~all inperiods ~~2024~~presented.

~~Earnings per share~~ F-10 ~~During~~Table ~~the periods presented, we had securities that could potentially dilute basic earnings per share in the future but were excluded from the computation~~ of diluted net loss per share, as their effect would have been anti-dilutive. We reported a net loss for 2024 and 2023 and therefore, shares associated with stock options, restricted stock units and convertible debt are not included because they are anti-dilutive. Basic and diluted net loss per share is the same for all periods presented. Contents

Operating segments - In accordance with ASC 280 - Segment reporting, segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker, our chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by our chief executive officer, we operate as one reportable segment.

Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and accounts receivable, which are generally not collateralized. Our policy is to place our cash with high credit, quality financial institutions in order to limit the amount of credit exposure. Our cash deposits exceed FDIC limits. We do not require collateral from our customers, but our credit extension and collection policies include monitoring payments and aggressively pursuing delinquent accounts. We maintain allowances for potential credit losses.

Customer concentrations - In ~~2024~~2025, we had ~~one~~two individual ~~customer~~customers with revenue concentration greater than 10% of our total revenues accounting for 7564.02% and 19.3%, respectively. At December 31, ~~2024~~2025, we had ~~two~~three individual customers greater than 10% of our total accounts receivable balance accounting for 5817.59%, 32.3%, and 1210.60%, respectively.

~~F-12~~In ~~Table~~2024, we had one individual customer with revenue concentration greater than 10% of ~~Contents~~our total revenue accounting for 75.0%, respectively. At December 31, 2024, we had two individual customers greater than 10% of our total accounts receivable balance accounting for 58.5% and 12.6%, respectively.

Vendor concentrations - In ~~2023~~2025, we had two individual ~~customers~~vendors with cost of revenue concentration greater than 10% of our total cost of revenue accounting for 6065.42% and 1230.89%, ~~respectively. At December 31, 2023, we had one customer greater than 10%~~ of ~~our~~the total ~~accounts~~cost ~~receivable~~of ~~balance~~revenue, ~~accounting for 50~~respectively.~~5%.~~

~~Vendor concentrations -~~ In 2024, we had three individual vendors with cost of revenue concentration greater than 10% of our total cost of revenue accounting for 59.6%, 25.6%, and 10.3% of the total cost of revenue, respectively.

In 2023, we had two individual vendors with cost of revenue concentration greater than 10% of our total cost of revenue accounting for 67.6% and 15.3% of the total cost of revenue, respectively.

Use of estimates - The preparation of financial statements, in accordance with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. The most significant estimates and assumptions affecting the financial statements relate to capitalized software, allowance for credit losses, and income tax valuation allowance. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material.

Litigation and settlement costs - From time to time, we are involved in disputes, litigation and other legal actions. In accordance with ASC 450, Contingencies, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred as of the date of the consolidated financial statements and (ii) the range of loss can be reasonably estimated.

Recently ~~Adopted~~Issued Accounting Pronouncements

In ~~November~~December 2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU No. 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which requires ~~retrospective~~an ~~disclosure~~annual oftabular ~~significant~~effective ~~segment~~tax ~~expenses~~rate ~~and~~reconciliation ~~other~~disclosure ~~segment~~including ~~items~~information onfor anspecified ~~annual~~categories and jurisdiction ~~interim basis. Additionally~~levels, itas ~~requires~~well as, disclosure of ~~the~~income ~~title~~taxes ~~and~~paid, ~~position~~net of ~~the~~refunds ~~Chief~~received, ~~Operating~~disaggregated ~~Decision~~by ~~Maker~~federal, ~~(“CODM”)~~state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, ~~2023,~~2024. ~~and~~The ~~for~~adoption ~~interim~~has ~~periods~~an ~~within~~impact ~~fiscal~~on ~~years~~disclosures ~~beginning after December 15, 2024,~~ with ~~early~~no ~~adoption~~impact ~~permitted.~~on ~~See~~our consolidated ~~Note~~results ~~12 for the impact~~ of ~~adoption~~operations, ofcash ~~this~~flows, ~~accounting~~nor ~~pronouncement~~financial position.

In ~~December~~March ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0903, Income ~~Taxes~~Statement—Reporting Comprehensive Income (Topic ~~740~~220): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses, which requires anadditional ~~annual~~disclosures ~~tabular~~of ~~effective~~the ~~tax~~nature ~~rate~~of ~~reconciliation~~certain ~~disclosure~~expenses ~~including~~within ~~information~~income ~~for~~statement captions. The standard introduces a tabular disclosure of specified natural expense categories ~~and~~(e.g., ~~jurisdiction~~inventory ~~levels~~purchases, asemployee ~~well~~compensation, asdepreciation, ~~disclosure~~amortization) included within relevant line items on the face of the income ~~taxes paid~~statement, ~~net~~along with qualitative descriptions of ~~refunds~~remaining ~~received,~~amounts. ~~disaggregated~~It byalso ~~federal~~requires disclosure of certain expense, ~~state/local~~gain, or loss amounts already required under U.S. GAAP and ~~significant~~the ~~foreign~~total ~~jurisdiction~~amount of selling expenses, including the definition of selling expenses in annual periods. This ASU is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2024~~2026, ~~with~~and ~~early~~interim ~~adoption~~periods ~~permitted~~beginning after December 15, 2027. The adoption will ~~have~~affect ~~an impact on~~ disclosures only and is not ~~impact~~expected ~~the~~to ~~Company’s~~impact our consolidated results of operations, cash flows, ~~nor~~or financial position.

F-1311 Table of Contents

In September 2025, the Financial Accounting Standards Board (FASB) issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes guidance for internal-use software costs and relocates the website development-costs guidance (previously in Subtopic 350-50) into Subtopic 350-40. The amendments require enhanced disclosures for capitalized software costs under ASC 350-40 and ASC 360-10, effective for annual periods beginning after December 15, 2027, with early adoption permitted. The adoption is expected to affect disclosures only and is not anticipated to impact our consolidated results of operations, cash flows or financial position.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Clarifying the Scope of the Current Expected Credit Losses Model, which clarifies the application of the CECL model to accounts receivable and certain other financial assets. We adopted ASU 2025-05 during the year ended December 31, 2025. The adoption did not have a material impact on the Company’s consolidated results of operations, cash flows, or financial position.

Note 3 – Allowance for Credit Losses

The activity in the allowance for credit losses was as follows during the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	2024			2023
	2025			2024
Balance at the beginning of the year	$	1144,~~645,045~~625		$	1,~~440~~645,~~678~~045
Provision/(reversal of provision) for bad debts		(1,442,533	)		786,549
Adjustment to expected losses on accounts receivable		(55,668	)		(1,442,533	)
Charge-offs		~~(62~~9,~~587~~997	)		(~~582~~62,~~189~~587	)
Recoveries		~~4,700~~—			74,700
Balance at the end of the year	$	~~144~~98,~~625~~954		$	1144,~~645,045~~625

The allowance for credit losses at December 31, ~~2024~~2025 was $~~144~~98,~~625~~954, a decrease of $145,~~500,420~~671 from December 31, ~~2023~~2024. During 2024, we made an adjustment to reverse the allowance for expected credit losses for a balance due from a former client in 2022 for which we received payment in full during 2024.

The client has since paid off their full outstanding balance and no longer has any obligation to us as of December 31, 2024.

Note 4– Property and Equipment

The net carrying value of property and equipment at December 31, ~~2024~~2025 and ~~2023~~2024 was as follows:

	2024			2023
	2025			2024
Furniture and fixtures	$	~~293~~269,~~152~~123		$	293,152
Equipment		1,~~192~~062,~~071~~765			1,~~292~~192,~~528~~071
Capitalized software development costs		1719,~~940~~411,~~976~~746			1617,~~159~~940,~~517~~976
Leasehold improvements		~~465~~467,~~885~~243			~~458~~465,885
Subtotal		1921,~~892~~210,~~084~~877			1819,~~204~~892,~~082~~084
Less: accumulated depreciation and amortization		(1819,~~099~~581,~~181~~313	)		(1618,~~523~~099,~~294~~181	)
Total	$	1,~~792~~629,~~903~~564		$	1,~~680~~792,~~788~~903

Depreciation and amortization expense was $1,~~745~~765,~~261~~249 and $1,~~670~~745,~~868~~261, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. During the year ended December 31, ~~2024~~2025, we disposed of approximately $~~169~~283,000 of fully depreciated equipment that was no longer in use. ~~There~~As the equipment was fully depreciated, there was no cash inflow or outflow associated with this transaction, and no gain or loss was recorded.

Note 5 – Intangible Assets and Goodwill

The following is a schedule of intangible assets and goodwill as of December 31, 2025:

	Term		Carrying Value		Accumulated Amortization and Impairment			Net Carrying Value		2025 Amortization
Customer list, Google	20 years		$	8,820,000	$	(6,100,500	)	$	2,719,500	$	441,000
Customer relationships	20 years			570,000		(254,125	)		315,875		28,500
Trade names, web properties		-		390,000		—			390,000		—
Intangible assets classified as long-term			$	9,780,000	$	(6,354,625	)	$	3,425,375	$	469,500

Goodwill, total			$	9,853,342	$	—		$	9,853,342	$	—

The following is a schedule of intangible assets and goodwill as of December 31, 2024:

	Term		~~CarryingValue~~	CarryingValue		~~Accumulated Amortization and Impairment~~	Accumulated Amortization			~~Net CarryingValue~~	Net Carrying Value		~~2024Amortization~~	2024Amortization
Customer list, Google	20 years		$	~~8,820,000~~$	8,820,000	$	~~(5,659,500~~$	)(5,659,500	)	$	~~3,160,500~~$	3,160,500	$	~~441,000~~$	441,000
Customer list	5 years			~~1,931,250~~	1,931,250		~~(1,931,250~~	)(1,931,250	)		—	—		~~225,312~~	225,312
Brand name	5 years			~~643,750~~	643,750		~~(643,750~~	)(643,750	)		—	—		~~75,104~~	75,104
Customer relationships	20 years			~~570,000~~	570,000		~~(225,625~~	)(225,625	)		~~344,375~~	344,375		~~28,500~~	28,500
Trade names, web properties	-			390,000			—				390,000			—
Trade names, web properties (1)		-			390,000			—				390,000			—
Intangible assets classified as long-term			$	~~12,355,000~~$	12,355,000	$	~~(8,460,125~~$	)(8,460,125	)	$	~~3,894,875~~$	3,894,875	$	~~769,916~~$	769,916
Goodwill, total			$	~~9,853,342~~$	9,853,342	$	—$	—		$	~~9,853,342~~$	9,853,342	$	—$	—

F-14 Table of Contents

The following is a schedule of intangible assets and goodwill as of December 31, 2023:

	Term	CarryingValue		Accumulated Amortization			Net CarryingValue		2023Amortization
Customer list, Google	20 years	$	8,820,000	$	(5,218,500	)	$	3,601,500	$	441,000
Technology	5 years		3,600,000		(3,600,000	)		—		—
Customer list	5 years		1,931,250		(1,705,938	)		225,312		386,250
Customer list, all other	10 years		1,610,000		(1,610,000	)		—		—
Brand name	5 years		643,750		(568,646	)		75,104		128,750
Customer relationships	20 years		570,000		(197,125	)		372,875		28,500
Trade names, web properties (1)	-		390,000		—			390,000		—
Intangible assets classified as long-term		$	17,565,000	$	(12,900,209	)	$	4,664,791	$	984,500
Goodwill, total		$	9,853,342	$	—		$	9,853,342	$	—

___________

(1)

The trade names related to our web properties have an indefinite life, and as such are not amortized.

Our amortization expense over the next five years and thereafter is as follows:

2025	$	469,500
2026	$	469,500
2026		469,500
2027		469,500
2028		469,500
2029		469,500
Thereafter		1,157,375
2030		469,500
Total	$	3,504,875
Thereafter		687,875
Total	$	3,035,375

Note 6 - – Bank Debt

On ~~March~~July 130, ~~2023~~2024, we entered into ~~Amendment~~the ~~No.~~Financing ~~1 to Loan and Security~~ Agreement ~~and Collateral Documents (“Agreement”)~~ with ~~Mitsubishi HC Capital America, Inc~~SLR., ~~f/k/a/ Hitachi Capital America Corp. (“MHCA”).~~ Under the terms of the Financing Agreement, ~~MHCA~~SLR has provided us with a $510,000,000 line of credit commitment. We ~~were~~are permitted to borrow up to 8590% of ~~the~~eligible ~~aggregate~~accounts ~~Eligible~~receivable ~~Accounts~~as ~~Receivable~~defined in the Financing Agreement, up to the maximum credit commitment of $510,000,000. Borrowing capacity is determined based on the eligibility of our accounts receivable. As of December 31, 2025, our accounts receivable, net of allowance for credit losses, totaled $5,887,884 of which a substantial portion qualified as eligible under the agreement. The outstanding balance under the Financing Agreement at that date was $3,288,100. We ~~paid~~will ~~MHCA~~pay SLR monthly interest at the rate of 1.750% in excess of the ~~Wall~~Prime ~~Street~~Rate ~~Journal~~but not less than 7%. The Prime Rate was 6.75% Weas ~~paid~~of December 31, ~~MHCA~~2025. anThe ~~amendment~~Financing ~~fee~~Agreement ofhas ~~$10,000~~a onthree ~~issuance~~year ofterm. ~~the~~The Financing Agreement, contains certain affirmative and ~~thereafter~~negative covenants to which we are also subject. We agreed to pay SLR an annual ~~commitment~~facility fee of 0.80% of the maximum credit commitment. We also agreed to pay a minimum utilization amount of the interest rate multiplied by the difference between $10500,000 and the average daily outstanding loan during a month. We ~~also~~are ~~paid~~obligated ~~MHCA~~to pay SLR a ~~quarterly~~monthly service fee of 0.2015% onof the ~~monthly~~average ~~unused~~net amount of ~~the~~outstanding ~~maximum~~loans ~~credit~~during ~~line~~each month. ~~All~~If ~~obligations~~we toterminate ~~MHCA~~the ~~have~~Financing ~~been~~Agreement ~~satisfied~~prior ~~and~~to the ~~Agreement~~second ~~was~~anniversary ~~terminated~~of onthe ~~July~~effective 31date, ~~2024~~an amount equal to 1.0% Atof ~~December 31,~~the ~~2024~~maximum credit commitment will be due as an early termination payment and ~~2023~~if we terminate after the second anniversary of the effective date but prior to the end of the term, ~~there~~an ~~were~~amount noequal ~~outstanding~~to ~~balances~~0.25% of the maximum credit commitment will be due. ~~under~~Repayment of the ~~Agreement~~financing agreement will be made through collections from eligible accounts receivable.

OnF-12 ~~July~~Table ~~30, 2024, we entered into a Financing and Security Agreement and Collateral Documents (“Financing Agreement”) with SLR Digital Finance LLC (“SLR”). Under the terms~~ of the Financing Agreement, SLR has provided us with a $10,000,000 line of credit commitment. We are permitted to borrow up to 90% of eligible accounts receivable as defined in the Financing Agreement, up to the maximum credit commitment of $10,000,000. Availability as of December 31, 2024 equaled the maximum credit commitment of $10,000,000. We will pay SLR monthly interest at the rate of 1.0% in excess of the Prime Rate but not less than 7%. The Prime Rate was 7.5% as of December 31, 2024. The Financing Agreement has a three year term. The Financing Agreement contains certain affirmative and negative covenants to which we are also subject. We agreed to pay SLR an annual facility fee of 0.80% of the maximum credit commitment. We also agreed to pay a minimum utilization amount of the interest rate multiplied by difference between $500,000 and the average daily outstanding loan during a month. We are obligated to pay SLR a monthly service fee of 0.15% of the average net amount of outstanding loans during each month. If we terminate the Financing Agreement prior to the second anniversary of the effective date, an amount equal to 1.0% of the maximum credit commitment will be due as an early termination payment and if we terminate after the second anniversary of the effective date but prior to the end of the term, an amount equal to 0.25% of the maximum credit commitment will be due. Repayment of the financing agreement will be made through collections from eligible accounts receivable.Contents

At December 31, 2024, the outstanding balances due under the Financing Agreement was $0.

F-15 Table of Contents

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following at December 31, ~~2024~~2025 and ~~2023~~2024:

	2024		2023
	2025		2024
Accrued marketing costs	$	72,~~872~~612,~~564~~968	$	57,~~717~~872,~~983~~564
Accrued expenses and other		~~917~~792,~~588~~723		~~622~~917,~~960~~588
Accrued commissions and payroll		~~386~~202,~~340~~057		1386,~~544,460~~340
Arkansas grant contingency		—		35,000
Accrued taxes, current portion		12,226		8,969
Accrued taxes, current portion		8,969		6,076
Total	$	3,619,974	$	9,185,461
Total	$	9,185,461	$	7,926,479

Note 8 -– ~~Commitments~~Business Development Agreement

On September 17, 2021, we signed a multi-year agreement with a business development partner to provide referral and support services to us. The agreement required an advance fee of $1.5 million. The advance was being amortized as marketing expenses over five years. During the year ended December 31, 2024, we recorded anamortization and impairment toof the asset ~~bringing the balance to $0, as no significant revenue has been realized within 2024 and therefore management determined future revenue under this arrangement is uncertain. As~~ of ~~December 31, 2023,~~ $~~700~~800,000 ~~had~~bringing ~~been amortized and~~ the balance ~~was~~to $~~800,000~~0.

Note 9 -– Income Taxes

The provision for income taxes consists of the following at December 31, ~~2024~~2025 and ~~2023~~2024:

	2024			2023
	2025			2024
Current tax provision	$	—		$	—
Deferred tax (expense)/benefit		(8,030	)		17,764
Deferred tax (expense)		(10,705	)		(8,030	)
Total tax benefit	$	(8,030	)	$	17,764
Total tax (expense)	$	(10,705	)	$	(8,030	)

A reconciliation of the expected federal statutory rate to our actual rate as reported for each of the periods presented is as follows:

	2024			2023
	2025						2024
Federal statutory rate		21	%	$	21(1,067,811	%)		21	%	$	(1,209,978	)
State income tax rate, net of federal benefit	—	3	%		19,222	%		(3	)%		195,223
Permanent differences		6	%		4	%
Nontaxable and nondeductible items
Change in valuation allowance		(30	%)		(26	%)
Share-based payment awards	6		%		(312,772	)		(6	)%		322,930
		—	%		—	%
ERC Income	5		%		(255,467	)		—	%		—
Others	—		%		22,408			—	%		19,142
Change in valuation allowance	(32		)%		1,615,125		(12		)%		680,713
	—		%	$	10,705		—		%	$	8,030

F-16 Table of Contents

Deferred Income Taxes

Deferred income taxes are the result of temporary differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry-forwards. For the year ended December 31, ~~2024~~2025, we recognized a deferred tax expense of $810,~~030~~705. For the year ended December 31, ~~2023~~2024, we recognized a deferred tax ~~benefit~~expense of $178,~~764~~030.

When required, we record a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. We have no uncertain tax positions that require us to record a liability.

We assess temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in the consolidated balance sheets. We evaluate the realizability of our deferred tax assets on a regular basis, an exercise that requires significant judgment. In the course of this evaluation, we considered our recent history of tax losses, the economic conditions in which we operate, recent organizational changes and our forecasts and projections. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation allowance for a significant portion of the net deferred tax assets that may not be realized as of December 31, ~~2024~~2025 and ~~2023~~2024.

~~The~~F-13 ~~following~~Table ~~is a schedule~~ of ~~the deferred tax assets and liabilities as of December 31, 2024 and 2023:~~Contents

	2024			2023
Deferred tax assets:
Net operating loss carry forward	$	40,482,038		$	38,860,119
Intangible assets		972,200			1,011,900
Accrued liabilities		247,800			541,200
Deferred rent		—			19,200
Allowance for credit losses		40,500			461,000
Stock compensation expense		237,200			587,900
Interest expense		437,400			362,600
Other		40,300			40,900
Subtotal		42,457,438			41,884,819
Less valuation allowance		(41,477,681	)		(40,619,657	)
Total		979,757			1,265,162
Deferred tax liabilities:
Intangible assets and property and equipment		472,423			826,300
Amortization of Goodwill		604,600			528,100
Total		1,077,023			1,354,400
Net deferred tax liabilities	$	(97,266	)	$	(89,238	)

The following is a schedule of the deferred tax assets and liabilities as of December 31, 2025 and 2024:

The net operating losses amounted to approximately $112.8 million and expire beginning 2026 through 2038. Included in the federal net operating loss carryforwards are $44.3 million generated from 2018 to 2024 that will not expire and are limited to offset 80% of our taxable income for years beginning after December 31, 2020.

	2025			2024
Deferred tax assets:
Net operating loss carry forward	$	42,022,464		$	40,482,038
Intangible assets		841,600			972,200
Accrued liabilities		166,800			247,800
Allowance for credit losses		27,700			40,500
Stock compensation expense		346,500			237,200
Interest expense		510,200			437,400
Other		40,076			40,300
Subtotal		43,955,340			42,457,438
Less valuation allowance		(42,565,811	)		(41,477,681	)
Total		1,386,853			979,757
Deferred tax liabilities:
Prepaids		58,400			62,300
Intangible assets and property and equipment		758,100			410,123
Amortization of Goodwill and trade name		681,000			604,600
Total		1,497,500			1,077,023
Net deferred tax liabilities	$	(107,971	)	$	(97,266	)

AsThe ofnet ~~December 31,~~operating ~~2024,~~losses ~~the~~amounted ~~Company~~to ~~has~~approximately a$119.8 ~~net~~million ~~deferred~~and ~~tax~~expire ~~liability~~beginning of2026 ~~$97,266~~through 2038. ~~The~~ ~~net~~Included ~~deferred~~in ~~tax~~the ~~liability~~federal isnet ~~due~~operating toloss ~~goodwill~~carryforwards ~~that~~are is$51.2 ~~amortized~~million ~~for~~generated ~~tax~~from ~~purposes~~2018 ~~and~~to a2025 ~~trade~~that ~~name~~will ~~that~~not ~~has~~expire anand ~~indefinite~~are ~~life,~~limited ofto ~~which~~offset ~~both~~80% ~~are~~of ~~not~~our ~~being~~taxable ~~amortized~~income for ~~book~~years ~~purposes.~~beginning after December 31, 2020.

~~The~~As ~~deferred tax liability relating to goodwill and trade name can only be offset by 30%~~ of ~~interest limited by 163(j)~~December 31, ~~the remainder~~2025, ~~can~~we behave ~~offset~~a bynet updeferred ~~to 80% by NOLs generated in~~ tax ~~years~~liability ~~ending~~of ~~December 31~~$107, ~~2018 and beyond, subject to IRC Section 382 limitations~~971. The ~~remaining~~net ~~portion that cannot be used remains as a liability. In future years, if the~~ deferred tax ~~assets~~liability ~~are~~is ~~determined~~due ~~by management~~ to begoodwill ~~“more~~that ~~likely~~is ~~than~~amortized ~~not”~~for totax bepurposes ~~realized,~~and ~~the~~a ~~recognized~~trade ~~tax~~name ~~benefits~~that ~~relating~~has toan ~~the~~indefinite ~~reversal~~life, of ~~the~~which ~~valuation~~both ~~allowance~~are asnot ofbeing ~~December 31,~~amortized ~~2024~~for ~~will~~book ~~be recorded~~purposes.

~~F-17~~The ~~Table~~deferred tax liability relating to the amortization of goodwill ~~Contents~~and trade name can only be offset by 30% of interest limited by 163(j), the remainder, can be offset by up to 80% by NOLs generated in tax years ending December 31, 2018 and beyond, subject to IRC Section 382 limitations. The remaining portion that cannot be used remains as a liability. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance as of December 31, 2025 will be recorded.

Under the provisions of the Internal Revenue Code, the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. ~~The~~We ~~Company~~have ~~has~~ not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If ~~the~~we ~~Company~~have ~~has~~ experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of ~~the~~our ~~Company’s~~ stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed by ~~the~~us ~~Company~~ and any limitation is known, no amounts are being presented as an uncertain tax position.

~~The~~Our ~~Company’s~~ tax returns are subject to tax examinations by U.S. federal and state tax authorities until the respective statutes of limitation expire. ~~The~~We ~~Company~~are is subject to tax examinations by tax authorities for all taxation years commencing on or after ~~2006~~2021. Carryforward attributes generated in all years since inception remain subject to adjustment. Our state income tax returns are open to audit under the statute of limitations for the same periods.

~~Note 10~~ F-14 ~~Stock-Based~~Table ~~Compensation~~of Contents

WeNote ~~maintain~~10 a– ~~stock~~Stock-~~based~~Based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. During the 2024 and 2023 periods, we granted restricted stock units ("RSUs") from the 2017 Equity Compensation ~~Plan, as amended (“2017 ECP”). RSU vesting periods are generally up to three years and/or achieving certain financial targets.~~

OnWe ~~January~~maintain 1,a ~~2022,~~stock-based incompensation ~~accordance~~program ~~with~~intended ~~the~~to ~~plan provisions~~attract, ~~the~~retain ~~number~~and ofprovide ~~shares~~incentives ~~available~~ for ~~issuance~~talented ~~under~~employees ~~the~~and ~~2017~~directors ~~ECP~~and ~~was~~align ~~increased~~stockholder byand ~~150,000~~employee ~~shares~~interests. OnDuring ~~June~~the ~~16,~~2025 ~~2022,~~and ~~our~~2024 ~~stockholders~~periods, ~~approved~~we angranted ~~amendment~~restricted tostock ~~the~~units ~~2017~~(“RSUs”) ~~ECP~~from ~~to cease~~ the ~~annual~~2017 ~~increase~~Equity ofCompensation ~~150~~Plan,~~000~~ ~~shares~~as ~~and~~amended a(“2017 ~~one~~ECP”) ~~time~~and ~~increase of~~ the ~~number~~2025 ofOmnibus ~~shares~~Incentive ofCompensation ~~our~~Plan ~~common~~(“2025 ~~stock reserved for issuance by 15,000,000 shares~~Plan”). AsRSU ofvesting ~~December 31,~~periods ~~2024,~~are ~~the~~generally ~~total~~up ~~number~~to ofthree ~~shares~~years ofand/or ~~our~~achieving ~~common~~certain ~~stock~~financial ~~reserved for issuance under the 2017 ECP was 24,550,000~~targets.

On March 21, 2025, the Board of Directors adopted the 2025 Plan, approved by stockholders at the annual meeting held on May 22, 2025. The 2025 Plan replaced the 2017 ECP for purposes of new awards. All awards granted under the 2017 ECP prior to approval of the 2025 Plan remain outstanding and continue in full force and effect under the terms of the 2017 ECP; however, no new awards may be granted under the 2017 ECP following the effective date of the 2025 Plan.

As of December 31, 2025, shares subject to outstanding awards under the 2017 ECP and 2025 Plan were 625,979 and 154,000 shares, respectively. Shares available for future grant under the 2025 Plan at December 31, 2025, were 965,885.

As of December 31, 2025, the total share reserve authorized under 2025 Plan was 1,119,885 shares.

Compensation Expense

We recorded stock-based compensation expense for all equity incentive plans of $1,~~501~~144,~~444~~773 and $1,~~986~~501,~~296~~444 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Total compensation cost not yet recognized at December 31, ~~2024~~2025 was $21,~~192~~539,~~992~~082 which will be recognized over the next three years.

The following table summarizes the stock grants outstanding under ~~our~~ 2017 ECP ~~plan~~and 2025 Plan as of December 31, ~~2024~~2025:

Options Outstanding

~~RSUsOutstanding~~RSUs Outstanding

Options ~~andRSUs~~and RSUs Exercised/Vested

~~AvailableShares~~Available Shares

Total Shares (Outstanding + Available)

Total

—

13779,~~216,020~~979

~~10,014,116~~—

1965,~~319,864~~885

241,~~550~~745,~~000~~864

The fair value of restricted stock units is determined using market value of the common stock on the date of the grant. The fair value of stock options is determined using the Black-Scholes-Merton valuation model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The forfeiture rate, which is estimated at a weighted average of 0% of unvested options outstanding, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

~~F-18~~There ~~Table~~were ofno ~~Contents~~options granted in the period ended December 31, 2025.

The following table summarizes ~~the weighted average assumptions for~~ our ~~granted~~restricted ~~options~~stock ~~and~~unit ~~RSUs.~~activity ~~There~~for ~~were no options granted in the period ended December 31, 2024.~~2025:

The following table summarizes our restricted stock unit activity for 2024:

	Restricted Stock Unit			Weighted Average Fair Value
Outstanding, beginning of year		1,321,602		$	3.31
Granted		212,500		$	3.96
Vested		(646,851	)	$	3.45
Forfeited		(107,272	)	$	3.68
Outstanding, end of year		779,979		$	3.32

	RestrictedStock Unit			WeightedAverageFair Value
Outstanding, beginning of year		7,010,016		$	0.48
Granted		9,737,537		$	0.33
Vested		(3,379,995	)	$	0.63
Forfeited		(151,538	)	$	0.44
Outstanding, end of year		13,216,020		$	0.33

Note 11 – Stockholders’ Equity

~~Note~~Sales 11of –Common ~~Stockholders'~~Stock ~~Equity~~Under At-the-Market Offering

~~Common~~On ~~Stock~~May 7, 2024, we entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, pursuant to which we may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $15.0 million.

OnF-15 ~~May~~Table ~~30, 2023, we raised $4.0 million in gross proceeds in a registered direct offering, before expenses, through the sale~~ of ~~an aggregate of 16,000,000 shares of our common stock.~~ Contents

During the year ended December 31, 2025, we sold 165,641 shares of common stock under the ATM Agreement for gross proceeds of $1,184,740, before deducting commissions and other offering-related costs. Net proceeds of $1,149,288 from these sales were recorded in additional paid-in capital within stockholders’ equity.

Reverse Stock Split

On June 10, 2025, we effected a 1-for-10 reverse stock split of its issued and outstanding common stock. As a result of the reverse stock split, every ten shares of our issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Instead, stockholders entitled to receive a fractional share received a whole share rounded up. The reverse stock split did not affect the total number of authorized shares of common stock or the par value of common stock.

All share and per share amounts for all periods presented in the accompanying financial statements and notes have been retroactively adjusted to reflect the reverse stock split.

Warrants

On September 17, 2021, we signed an agreement with a marketing platform and consulting company to provide referral and support services to us for a period of five years (see Note 8 – ~~Commitments~~Business Development Agreement). As part of that agreement, we granted a seven year warrant exercisable into ~~300~~30,000 shares of our common stock, at $07.7220 per share, which vests in two tranches when certain performance metrics are achieved. The warrant was valued using the Black Scholes option pricing model at a total of $149,551 based on a seven-year term, an implied volatility of 100%, a risk-free equivalent yield of 1.17%, and a stock price of $07.7110. The warrant is classified as equity and will be expensed over the vesting period of each tranche if the performance criteria are achieved. On August 31, 2022, 85,862 shares vested in accordance with the contracted performance criteria. On August 31, 2023, 21,136 shares vested. For the second tranche, we reversed approximately $7,900 for the year ended December 31, 2023 due to a change in the probability of performance criteria being achieved. In accordance with our agreement, after the second anniversary of the original issue date of the warrants, any interests in warrant shares that have not vested pursuant to the terms and conditions of the agreement were deemed forfeited and shall never become exercisable. At the period ended December 31, ~~2024~~2025, approximately ~~193~~19,~~000~~300 shares have been forfeited and approximately ~~107~~10,~~000~~700 shares underlying the warrant have vested.

Earnings per Share

During the ~~2024~~2025 and ~~2023~~2024, we generated a net loss from continuing operations and as a result, all of our shares are anti-dilutive.

Note 12 – Segment Reporting

~~Inuvo,~~We ~~Inc.~~operate ~~(the "Company") operates~~ as a single reportable segment that places digital advertising throughout devices, websites, applications and browsers across social, search and programmatic advertising channels, facilitating the delivery of millions of advertising messages monthly. The Chief Operating Decision Maker ("“CODM"”), identified as the Chief Executive Officer, evaluates ~~the~~our ~~Company's~~ financial performance and makes resource allocation decisions based on consolidated financial information

F-19 Table of Contents

Measure of Segment Profit or Loss

The CODM evaluates performance and allocates resources based on contribution margin, which is calculated as revenue after deducting marketing expenses, exchange fees, and publisher payments. Exchange fees and publisher payments are classified as cost of revenue. The resulting contribution margin covers Inuvo'’s fixed costs and profit.

F-16

Table of Contents

Significant Segment Expenses

~~The~~We ~~Company~~report ~~reports~~ total revenue and significant expenses provided to the CODM, which include cost of revenue, marketing, and compensation expenses. These expenses are regularly reviewed to assess operating performance. The following table presents these expenses:

	For the year ended December 31,
	2024			2023
	2025			2024
Revenue	$	8386,~~793~~209,~~859~~305		$	7383,~~911~~793,~~528~~859
Cost of Revenue		1221,~~033~~995,~~777~~153			1012,~~477~~033,~~272~~777
Marketing		5951,~~663~~890,~~061~~162			5159,~~982~~663,~~572~~061
Professional Fees		1,~~821~~985,~~837~~125			21,~~060~~821,~~932~~837
IT Costs		1,~~270~~278,~~536~~569			~~993~~1,~~105~~270,536
Provision/(reversal of provision) for bad debts		(1,442,533	)		786,549
Changes of reserves for credit loss		(35,675	)		(1,442,533	)
Depreciation and Amortization		2,~~515~~234,~~177~~749			2,~~751~~515,~~558~~177
Other		1,~~380~~470,~~032~~916			1,~~458~~380,~~746~~032
Compensation		12,~~065~~086,~~783~~350			1312,~~793~~065,~~309~~783
Segment Operating Profit (Loss)	$	(56,~~513~~696,~~811~~044	)	$	(105,~~392~~513,~~515~~811	)

Other segment expenses include facilities costs, travel and entertainment expenses and various other corporate expenses.

Geographic Information

~~The~~Our ~~Company's~~ operations are based in the United States, and substantially all revenue is derived from U.S. clients.

Note 13 – Retirement Plan Costs

We provide a 401(k) plan to help our employees prepare for retirement where we matched each employee'’s contributions to the plan up to the first four %percent of the employee'’s annual salary. The matching contribution for the years ended ~~2024~~2025 and ~~2023~~2024 was $~~383~~369,~~649~~567 and $~~370~~383,~~782~~649, respectively.

Note 14 – Leases

We have entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms which range from three years to six years, and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. These operating and finance leases are listed as separate line items on our consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligations to make lease payments are also listed as separate line items on our consolidated balance sheets. As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, total operating and financed right-of -use assets were $~~913~~663,~~439~~635 and $180,~~209,~~ and $~~805~~913,~~786~~439 and $7218,~~560~~209, respectively.

For the years-ended December 31, ~~2024~~2025 and ~~2023~~2024, we recorded $5418,~~356~~209 and $9654,~~190~~356, respectively, in amortization expense related to finance leases.

For the years-ended December 31, ~~2024~~2025 and ~~2023~~2024, we recorded $334,~~243~~888 and $~~358~~334,~~667~~243 respectively, in rent expense related to operating leases.

In May 2023, we entered into an agreement to lease 4,128 square feet of office space in San Jose, CA commencing on September 1, 2023. The lease has a term of sixty-five months with an abatement period of five months and will cost approximately $208,000 during its first year. Thereafter, the lease payments increase by 3%.

In January 2024, we amended and renewed our lease at our corporate headquarters in Little Rock, Arkansas. The lease was extended for thirty-six months commencing on February 1, 2024 and expiring on January 31, 2027 and will cost approximately $127,000 during its first year. Thereafter, the lease payments increase by 2% annually.

F-20 Table of Contents

Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments.

F-17

Table of Contents

Information related to our operating lease liabilities for are as follows:

	December 31, 2024
	December 31, 2025
Cash paid for operating lease liabilities	$	~~350~~381,~~401~~635
Weighted-average remaining lease term	~~2.78 years~~	2.24 years
Weighted-average discount rate		10.5	%

Minimum future lease payments ended December 31, 2024
Minimum future lease payments ended December 31, 2025
2025	$	349,194
2026	$	354,565
2026		354,565
2027		237,867
2028		233,727
2029		19,526
		1,194,879
		845,685
Less imputed interest		(~~197~~107,~~007~~680	)
Total lease liabilities	$	~~997~~738,~~872~~005

Information related to our financed lease liabilities are as follows:

	December 31, 2024
	December 31, 2025
Cash paid for finance lease liabilities	$	5018,~~801~~625
Weighted-average remaining lease term	~~.76~~0 years
Weighted-average discount rate		6.25	%

Minimum future lease payments ended December 31, 2024
2025		18,491
		18,491
Less imputed interest		(282	)
Total lease liabilities	$	18,209

Note 15 – Related Parties

~~F-21~~During ~~Table~~the year ended December 31, 2025, Gabriel Court Consortium, LLC, a company in which one of ~~Contents~~our directors holds a significant interest, provided services to us. Expense from the transaction amounted to approximately $40,000.

Note 1516 -– ~~Related~~Subsequent ~~Parties~~Event

~~During~~On ~~August~~January ~~2023~~14, 2026, we entered into a ~~referral~~securities purchase agreement with acertain ~~board~~investors ~~member~~pursuant ofto ~~the~~which ~~Company.~~we Anauthorized ~~initial fee of $15,000 was agreed upon, payable upon~~ the ~~execution~~issuance of ~~the~~subordinated ~~agreement.~~convertible ~~Subsequently,~~notes ~~a monthly retainer of $5,000, paid~~ in ~~advance, was established, starting from September 1, 2023. Either party has~~ the ~~right~~aggregate toprincipal ~~terminate~~amount ~~this~~of ~~agreement at any time and for any reason. Termination requires fourteen (14) days written notice to be provided to the other party. For the twelve months ended December 31, 2024, we recognized~~ approximately $~~15,000 in expense~~3.33 ~~For the twelve months ended December 31~~million, ~~2023,~~subject weto ~~recognized~~a ~~approximately~~10% ~~$35,000~~original inissue ~~expense~~discount.

~~During~~On ~~the~~January ~~year ended December 31~~29, ~~2024~~2026, ~~the~~we ~~Company~~received ~~engaged~~gross inproceeds aof ~~transaction~~approximately ~~with First Orion Corp~~$6.,2 amillion ~~company~~ in ~~which~~connection ~~one~~with ~~of our directors holds~~ a ~~significant~~class ~~interest~~action settlement. The ~~transaction~~settlement ~~involved~~proceeds ~~the~~represent ~~sale~~a ~~of services amounting to approximately $95~~one-time,~~000.~~ ~~These~~non-recurring ~~transactions~~cash ~~were conducted in the ordinary course of business~~inflow.

During the year ended December 31, 2024, the Company engaged in a transaction with James & James, a company in which one of our directors holds a significant interest. The transaction involved the sale of services amounting to approximately $170,000. These transactions were conducted in the ordinary course of business.F-18

Note 16 - Subsequent Event

In January 2025, Inuvo, Inc. utilized the ATM Agreement (see Note 1 – Organization and Business) and we sold 1,594,313 shares of common stock for gross proceeds of $1,163,491. The ATM program allows the Company to raise capital from time to time through sales of common stock at prevailing market prices, subject to volume limitations and market conditions. The proceeds from the ATM offering are intended to be used for general corporate purposes, including working capital, strategic investments, and operational expansion.

F-22

Filing Compare · Inuvo, Inc.