Inuvo Inc 2025年度报告

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 endedDecember 31, 2025 or☐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) 87-0450450(I.R.S. Employer Identification No.) 500 President Clinton Ave., Suite 300, Little Rock, AR72201(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: Name of each exchange on whichregisteredNYSE American Trading Symbol(s) INUV Securities registered under Section 12(g) 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 SecuritiesExchange 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 andposted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter periodthat 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 smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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 thecommon equity was last sold on June30, 2025 (the last business day of the registrant’s most recently completed second quarter), asreported on the NYSE American, was approximately $63.2 million. As of February20, 2026, there were 14,713,725 shares of common stock of the registrant outstanding, net of shares of common stockheld 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.) intowhich the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Anyprospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.The listed documents should be clearly described foridentification 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 fromthe registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2026, which definitive proxystatement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which thisannual report relates. TABLE OF CONTENTS Part I Item 1.Business.4Item 1A.Risk Factors.7Item 1B.Unresolved Staff Comments.12Item 1CCybersecurity12Item 2.Properties.