Inuvo, Inc. (NYSE:INUV), a leader in artificial intelligence advertising technology, today announced financing transactions resulting in gross proceeds of $12.97 million to the Company.

Non-Dilutive Financing

On June 29, 2026, the Company entered into and closed a note purchase agreement to which Inuvo issued two secured promissory notes: (i) a promissory note in the original principal amount of $4.142 million carrying an interest rate of 9.0% and an original issue discount of $342,000, and (ii) a promissory note in the original principal amount of $6.2 million carrying an interest rate of 5% with no original issue discount. The aggregate gross proceeds to the Company from the promissory notes was $10 million, of which $3.8 million was received immediately upon closing and the remaining $6.2 million was placed into a collateralized deposit account, $1.2 million of which will be released upon completion of the registered direct offering described below and the remaining to be released upon compliance with terms of the financing. These funds were used to retire the Company's outstanding convertible promissory notes, including accrued interest totaling approximately $2.8 million, and replace them with longer-term financing. In addition, the transaction also repays and terminates the Company's receivables-based credit facility. Following the closing of the transaction, Inuvo will have no outstanding convertible debt and no amounts outstanding under its prior receivables-based credit facility. After the extinguishment of previously existing debt, Inuvo intends to use the remaining net proceeds for working capital purposes.

Registered Direct Offering and Private Placement

In addition, the Company entered into a definitive agreement with certain institutional investors for the purchase and sale of common stock and pre-funded warrants in a registered direct offering as well as a concurrent private placement of warrants.

Under the registered direct offering, the Company has agreed to the purchase and sale of an aggregate of 2.97 million shares of common stock (or common stock equivalents), par value $0.001 per share (the "Common Stock"), at a purchase price of $1.00 per share. The gross proceeds are expected to be approximately $2.97 million before deducting placement agent commissions and other offering expenses.

Under the private placement, the Company will issue and sell (i) Class A warrants to purchase up to 2.97 million shares of Common Stock and (ii) Class B warrants to purchase up to 2.97 million shares of Common Stock (collectively, the "Common Warrants"). Investors in the private placement will also receive one Class A Warrant and one Class B Warrant for each share of Common Stock purchased. The Common Warrants will have an exercise price of $1.28 per share and will be exercisable on the six (6) month anniversary of the date of issuance of such Warrants until the applicable expiration date. The Class A Warrants will have an expiration date five (5) years following issuance, and the Class B Warrants will have an expiration date one (1) year following issuance.