Item 1.01 Entry into a Material Definitive Agreement.

On January 14, 2026, Inuvo, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (individually, a "Buyer" and collectively, the "Buyers"), pursuant to which the Company authorized the issuance of subordinated convertible notes to the Buyer, in the aggregate principal amount of $3,333,333.33 (the "Note Financing"), which are being issued with a 10% original issue discount (each, a "Note"). The Notes are convertible into shares of common stock of the Company, $0.001 par value per share (the "Common Stock"), in certain circumstances in accordance with the terms of the Notes at a conversion price per share of $3.10.

Concurrently with the Note Financing and the Purchase Agreement, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Buyers.

Consistent with certain applicable NYSE American rules, the Company may not issue to the Buyers more than 2,941,274 shares of its Common Stock under the Purchase Agreement, which number of shares is equal to 19.99% of the shares of the Company's Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement, unless the Company obtains stockholder approval to issue shares of its Common Stock in excess of such limit in accordance with applicable rules of the NYSE American.

Moreover, the Company may not issue or sell any shares of Common Stock to the Buyers, which, when aggregated with all other shares of common stock then beneficially owned by the Buyer and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the Buyer beneficially owning more than 4.99% of the issued and outstanding shares of Common Stock, unless such limit is increased by the Buyers up to a maximum of 9.99% upon 61 days' prior written notice to the Company.

The Purchase Agreement provides customary representations, warranties, and covenants of the Company and the Buyer. The Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The Notes also contain standard and customary events of default.

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC no later than the thirtieth (30^th) calendar day following the closing date of the Purchase Agreement, and to use reasonable best efforts to cause such resale registration statement to be declared effective by the Securities and Exchange Commission ("SEC") as promptly as possible following the filing thereof, no later than the sixtieth (60th) calendar day after the day on which such registration statement required to be filed by the Company is initially filed with the SEC (or the sixtieth (60^th) calendar day following the filing thereof if the SEC notifies the Company that the SEC shall "review" such subsequent registration statement).

The Notes were offered pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

Curvature Securities LLC (the "Placement Agent") acted as the sole placement agent for the Note Financing. The Company agreed to pay the Placement Agent a cash fee equal to six percent (6%) of the gross proceeds upon each closing of a drawdown under the Note Financing and $7,500 in other non-accountable expenses.

In conjunction with the Note Financing, the Company and its subsidiaries acknowledged a Debt Subordination Agreement with the Company's existing senior lender, SLR Digital Finance LLC ("Senior Lender") executed by Buyers, dated January 14, 2026 (the "Debt Subordination Agreement"), pursuant to which, among other things, contain covenants limiting its ability to declare an event of default under the Loan Agreements and repayment in certain circumstances.

The foregoing does not purport to be a complete description of the Purchase Agreement, Convertible Note, Registration Rights Agreement, and Debt Subordination Agreement, and each such description is qualified in its entirety by reference to the full text of each such document, forms of which are filed as Exhibit 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K (this "Form 8-K"), respectively, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The applicable information contained above in Item 1.01 of this Form 8-K relating to the issuance of the Notes is hereby incorporated by reference into this Item 3.02.

Neither this Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.