Inuvo Inc美股招股说明书(2026-08-07版)

This prospectus relates to the offering and resale by the Selling Stockholders identified herein of up to an aggregate of6,086,069 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 2,968,814shares of Common Stock issuable upon the exercise of Class A Common Stock Purchase Warrants (the “Class A Warrants”), (ii)2,968,814 shares of Common Stock issuable upon the exercise of Class B Common Stock Purchase Warrants (the “Class B Warrants”),and (iii) 148,441 shares of Common Stock issuable upon the exercise of placement agent warrants issued to Ladenburg Thalmann &Co. Inc. (the “Placement Agent”) in connection with the Prior Offering (as defined below) (the “Placement Agent Warrants”). TheClass A Warrants, the Class B Warrants, and the Placement Agent Warrants are collectively referred to herein as the “CommonWarrants.” The shares of Common Stock issuable upon exercise of the Common Warrants are referred to herein as the “WarrantShares.” The Class A Warrants and the Class B Warrants were sold to a Selling Stockholder in a private offering and concurrentregistered direct offering of common stock and pre-funded warrants that closed on July 1, 2026 (the “Prior Offering”), and thePlacement Agent Warrants were issued to the Placement Agent in connection with the closing of the Prior Offering. We are registering the resale of the Warrant Shares pursuant to our obligations in connection with the Prior Offering. We arenot selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the SellingStockholders. However, we may receive proceeds from the cash exercise of the Common Warrants. Our Common Stock is listed on the NYSE American LLC under the symbol “INUV.” The last reported sale price of ourCommon Stock onAugust 6, 2026 was $1.02 per share. This price will fluctuate based on the demand for our Common Stock. TheCommon Stock offered by this prospectus may also be offered by the Selling Stockholders to or through underwriters, dealers, or otheragents, directly to investors, or through any other manner permitted by law, on a continued or delayed basis. We provide additionalinformation about how the Selling Stockholder may sell its shares of Common Stock in the section entitled “Plan of Distribution”beginning on page 10 of this prospectus. Investing in our securities involves a high degree of risk. See “Risk Factors” in the section entitled “Risk Factors” onpage6 of this prospectus for a discussion of certain risk factors that should be considered by prospective purchasers of theCommon Stock offered under this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendmenthereto. We have not authorized anyone to provide you with different information.Neither the Securities and ExchangeCommission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is August 7, 2026. TABLE OF CONTENTS Special Note Regarding Forward Looking Statements1Prospectus Summary2Risk Factors6The Offering8Use of Proceeds8Selling Stockholders8Plan of Distribution10Dividend Policy11Legal Matters11Experts11Information Incorporated by Reference12 Unless the context otherwise requires, we use the terms “we,” “us,” “the Company,” “Inuvo” and “our” refer to Inuvo, Inc., aNevada corporation, and its subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The information in this Registration Statement on Form S-3 and the information incorporated herein by reference, includeforward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Theseforward-looking statements that relate to future events or our future financial performance and involve known and unknown risks,uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materiallyfrom any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,”“would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statements.We have based these forward-looking statements largely on our current expectations and future events and financial trends that webelieve may affect our financial condition, results of operation, business strategy and financial needs. Actual results may differmaterially from those expressed or implied in such forward-looking statements as a result of various factors. We do not undertake, andwe disclaim, any obligation to update any forward-looking statements or