Inuvo, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Notes to Consolidated Financial Statements
Inuvo, Inc.
Notes to Consolidated Financial Statements
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 of discovering and targeting digital audiences. Inuvo’s innovative technology positions it as a leader within the advertising industry, offering a valuable solution to marketers seeking to navigate the evolving landscape of consumer privacy. The AI targets the reasons behind why people are interested in products, services and brands.
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 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 clients numerous world-renowned companies across industries.
The AI, marketed as IntentKey was designed to replace the consumer data, analytics, segmentation and lookalike modeling technologies that have traditionally served the advertising industry as it transitions to a new paradigm where targeting based on a consumer’s identity and data are no longer possible due to the legislative and technological changes occurring.
Inuvo’s AI technology solves the identity challenge by leveraging artificial intelligence, data analytics, and automation that can optimize the purchase and placement of advertising in real time without consumer data. The technology can be consumed by Agency & Brands clients as a managed service or software-as-a-service (SaaS). Additionally, Inuvo has developed proprietary technology and assets tailored to certain clients that include digital content, websites, automated campaigns, ad fraud detection, performance reporting, and predictive media mix modeling.
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. 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. 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 18 issued and three pending patents.
Liquidity
Our principal sources of liquidity are the sale of our common stock and our credit facility discussed in Note 5 - Bank Debt.
On May 7, 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. We will pay Wainwright a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares. We utilized the ATM Agreement and sold 165,641 shares of common stock for gross proceeds of $1,184,740 during 2025.
On 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 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 September 30, 2025, our accounts receivable, net of allowance for credit losses, was $9,930,168, of which a substantial portion qualified as eligible under the agreement. At September 30, 2025, the outstanding balance due under the Financing Agreement was $3,383,293. See Note 5 - Bank Debt.
In March 2025, we received a payment from the Internal Revenue Service of $610,352, and in June 2025 we received an additional payment from the Internal Revenue Service of $606,156. These amounts were recorded as other income and interest income, in connection with an amended form filed in May 2023 for the Employee Retention Credit related to the first and second quarters of 2021.
As of September 30, 2025, we have approximately $3.4 million in cash and cash equivalents and our net working capital deficit was $4.9 million. For the nine months ended September 30, 2025, we used $1.8 million in cash from operations. Additionally, cash used in our investing activities totaled $1,240,992 for the nine months ended September 30, 2025. This amount primarily consists of internally developed software costs, which are largely comprised of fixed labor costs, along with other capitalized expenditures. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. Through September 30, 2025, our accumulated deficit was $177.7 million. During the three months ended September 30, 2025 we experienced lower revenue from Platform clients as a result of changes to policies and procedures required by a Platform client. We expect revenue to increase as a result of making the necessary changes to comply with these requirements.
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 during 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 or revenue from Platforms does not increase, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term. Funding from sales of securities, debt financings or other sources may not be available on terms acceptable to us, if at all. These uncertainties could adversely impact our future liquidity.
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The consolidated financial statements presented are for Inuvo and its subsidiaries. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). In our opinion, these consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.
Use of estimates
The preparation of financial statements, in accordance with GAAP, 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. We regularly evaluate estimates and assumptions related to capitalized labor 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.
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.
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 with 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.
For the three-month period ended September 30, 2025, we generated $22,570,572 in revenue of which 82.8% was from Platforms and 17.2% from Agencies & Brands. For the three-month period ended September 30, 2024, we generated $22,371,153 in revenue of which 83.8% was from Platforms and 16.2% from Agencies & Brands. For the nine-month period ended September 30, 2025, we generated $71,949,937 in revenue of which 86.2% was from Platforms and 13.8% from Agencies & Brands. For the nine-month period ended September 30, 2024, we generated $57,603,935 in revenue of which 83.6% was from Platforms and 16.4% from Agencies & Brands.
Customer concentration
For the three-month period ending September 30, 2025, two customers accounted for 62.8% and 19.6% of our overall revenue, and for the nine-month period ended September 30, 2025,66.9% and 18.8% of our overall revenue, respectively. Those same customers accounted for 40.9% and 28.9%, respectively of our gross accounts receivable balance as of September 30, 2025. As of December 31, 2024, those same customers accounted for 58.5% and 12.6%, respectively of our gross accounts receivable balance.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. The adoption has an impact on disclosures with no impact on the Company’s consolidated results of operations, cash flows, nor financial position.
In March 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosures of the nature of certain expenses within income statement captions. The standard introduces a tabular disclosure of specified natural expense categories (e.g., inventory purchases, employee compensation, depreciation, amortization) included within relevant line items on the face of the income statement, along with qualitative descriptions of remaining amounts. It also requires disclosure of certain expense, gain, or loss amounts already required under U.S. GAAP and the total amount of selling expenses, including the definition of selling expenses in annual periods. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The adoption will affect disclosures only and is not expected to impact the Company’s consolidated results of operations, cash flows, or financial position.
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 the Company’s consolidated results of operations, cash flows or financial position.
In July 2025, the FASB also issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities and a policy election (for entities other than public business entities) for estimating expected credit losses applicable to current accounts receivable and current contract assets arising from transactions under ASC 606. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods (early adoption permitted). The adoption is expected to affect disclosures only and is not anticipated to impact the Company’s consolidated results of operations, cash flows or financial position.
Note 3 – Property and Equipment
The net carrying value of property and equipment was as follows as of:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Furniture and fixtures | $269,122 | $293,152 |
| Equipment | 1,055,761 | 1,192,071 |
| Capitalized internal use and purchased software | 19,057,834 | 17,940,976 |
| Leasehold improvements | 467,242 | 465,885 |
| Subtotal | 20,849,959 | 19,892,084 |
| Less: accumulated depreciation and amortization | (19,149,695) | (18,099,181) |
| Total | $1,700,264 | $1,792,903 |
During the three months ended September 30, 2025 and September 30, 2024, depreciation and amortization expense was $437,782 and $440,899, respectively. During the nine months ended September 30, 2025 and September 30, 2024, depreciation and amortization expense was $1,333,631 and $1,298,653, respectively. During the nine months ended September 30, 2025, we disposed of approximately $283 thousand of fully depreciated equipment that was no longer in use. 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 4 – Intangible Assets and Goodwill**
The following is a schedule of intangible assets and goodwill as of September 30, 2025:
| Term · CarryingValue · Accumulated Amortization and Impairment · Net Carrying Value · Year-to-date Amortization | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Customer list, Google | 20 years | $8,820,000 | $(5,990,250) | $2,829,750 | $330,750 | ||||
| Customer list, ReTargeter | 5 years | 1,931,250 | (1,931,250) | — | — | ||||
| Brand name, ReTargeter | 5 years | 643,750 | (643,750) | — | — | ||||
| Customer relationships | 20 years | 570,000 | (247,000) | 323,000 | 21,376 | ||||
| Trade names, web properties (1) | - | 390,000 | — | 390,000 | — | ||||
| Intangible assets classified as long-term | $12,355,000 | $(8,812,250) | $3,542,750 | $352,126 | |||||
| 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. |
Amortization expense over the next five years and thereafter is as follows:
| 2025 (remainder of year) | $117,375 |
| 2026 | 469,500 |
| 2027 | 469,500 |
| 2028 | 469,500 |
| 2029 | 469,500 |
| Thereafter | 1,157,375 |
| Total | $3,152,750 |
The following is a schedule of intangible assets and goodwill as of December 31, 2024 and amortization expense for the nine-month period ended September 30, 2024:
| Term · CarryingValue · Accumulated Amortization and Impairment · Net Carrying Value · Year-to-DateAmortization | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Customer list, Google | 20 years | $8,820,000 | $(5,659,500) | $3,160,500 | $330,750 | |||||
| Customer list, ReTargeter | 5 years | 1,931,250 | (1,931,250) | — | 225,313 | |||||
| Brand name, ReTargeter | 5 years | 643,750 | (643,750) | — | 75,104 | |||||
| Customer relationships | 20 years | 570,000 | (225,625) | 344,375 | 21,376 | |||||
| Trade names, web properties | - | 390,000 | — | 390,000 | — | |||||
| Intangible assets classified as long-term | $12,355,000 | $(8,460,125) | $3,894,875 | $652,543 | ||||||
| Goodwill, total | $9,853,342 | $— | $9,853,342 | $— | ||||||
Note 5 – Bank Debt
Through June 30, 2024, the Company had a 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, and there are no outstanding balances due.
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 as defined in the Financing Agreement, up to the maximum credit commitment of $10,000,000. Borrowing capacity is determined based on the eligibility of our accounts receivable. As of September 30, 2025, our accounts receivable, net of allowance for credit losses, totaled $9,930,168 of which a substantial portion qualified as eligible under the agreement. The outstanding balance under the Financing Agreement at that date was $3,383,293.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 7.25% as of September 30, 2025. 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.
Note 6 – Accrued Expenses and Other Current Liabilities
The accrued expenses and other current liabilities consist of the following as of:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Accrued marketing costs | $5,451,248 | $7,872,564 |
| Accrued payroll and commission liabilities | 1,255,510 | 386,340 |
| Accrued expenses and other | 832,794 | 917,588 |
| Accrued taxes, current portion | 9,796 | 8,969 |
| Total | $7,549,348 | $9,185,461 |
Note 7 – Commitments
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. As of September 30, 2024, we recorded an impairment to the asset in the amount of $800,000 bringing the balance to $0. For the nine months ended September 30, 2025, amortization of the advance amounted to $0.
Note 8 – Income Taxes
As of September 30, 2025, we have $8,028 deferred income tax expense and incur only the minimum state taxes which are included in operating expenses. We have deferred tax assets of $43,410,797. 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 of $42,574,691 for the deferred tax assets that may not be realized as of September 30, 2025. We also have deferred tax liabilities totaling $941,400 as of September 30, 2025, related to intangible assets acquired in March 2012 and February 2017. These balances are presented as a net deferred tax liability of $105,294, composed of indefinite lived intangible assets. As of December 31, 2024, the Company has a net deferred tax liability of $97,266. The net deferred tax liability is due to goodwill and trade name that are amortized for tax purposes, both of which are not being amortized for book purposes.
On July 4, 2025, the One Big Beautiful Bill Act, a budget reconciliation package that changes the U.S. federal income tax laws, including extensions of various expiring provisions from the Tax Cuts and Jobs Acts of 2017, was signed into law. The Company is evaluating the impact of the legislation and forthcoming administrative guidance and regulations to our financial statements and results of operations.
Note 9 – Stock-Based Compensation
We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. During the nine months ended 2025 and 2024, we granted restricted stock units (“RSUs”) from the 2017 Equity Compensation Plan, as amended (“2017 ECP”), and the 2025 Omnibus Incentive Compensation Plan (“2025 Plan”). RSU vesting periods are generally up to three years and/or based upon achieving certain financial targets.
On March 21, 2025, the Board of Directors resolved to adopt the 2025 Plan, subject to the approval of our stockholders at the annual meeting held on May 22, 2025. The stockholders approved the adoption of the 2025 Plan as the successor to the 2017 ECP. 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. At September 30, 2025, there were 764,733 shares subject to outstanding awards under the 2017 ECP and 1,098,320 shares authorized and available for future grant under the 2025 Plan.
As of September 30, 2025,he total historical authorization under the 2017 ECP was 792,234 shares, and the total authorization under the 2025 Plan is 1,092,385 shares.
Compensation Expense
For the three and nine months ended September 30, 2025, we recorded stock-based compensation expense for all equity incentive plans of $246,814 and $842,887, respectively. For the three and nine months ended September 30, 2024, we recorded stock-based compensation expense for all equity incentive plans of $463,189 and $1,178,182, respectively. Total compensation cost not yet recognized at September 30, 2025 was $1,417,421 which will be recognized over the next three years.
The following table summarizes the stock grants outstanding under 2017 ECP and 2025 Plan as of September 30, 2025:
| Options Outstanding | RSUs Outstanding | Options and RSUs Exercised | Available Shares | Total Awards Authorized | |
|---|---|---|---|---|---|
| Total | — | 792,234 | — | 1,092,385 | 1,884,619 |
The fair value of RSUs 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.
The following table summarizes the weighted average assumptions for our granted RSUs for the nine months ended September 30, 2025:
| RSUs | ||
|---|---|---|
| Number of Shares | Weighted Average Grant Date Fair Value | |
| Outstanding, beginning of period | 1,321,620 | $3.31 |
| Granted | 86,000 | $4.67 |
| Vested | (512,851) | $3.48 |
| Cancelled | (102,535) | $3.67 |
| Outstanding, end of period | 792,234 | $3.31 |
Note 10 – Stockholders' Equity
Sales of Common Stock Under At-the-Market Offering
On May 7, 2024, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, pursuant to which the Company 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.
During the nine months ended September 30, 2025, the Company 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, the Company 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 the Company’s 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 7 - Commitments). As part of that agreement, we granted a seven year warrant exercisable into 30,000 shares of our common stock, at $7.20 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 $7.10. 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, 2022,8,587 shares vested in accordance with the contracted performance criteria. On August 31, 2023,2,114 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 September 30, 2025, approximately 19,300 shares have been forfeited and approximately 10,700 shares underlying the warrant have vested.
Earnings per share
For the three-month and nine-month period ended September 30, 2025 and 2024, we generated a net loss from continuing operations. Consequently, all potential common shares were considered antidilutive and therefore excluded from the computation of diluted net loss per share, as their inclusion would have decreased the reported net loss per share.
Note 11 – Segment Reporting
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 Company's financial performance and makes resource allocation decisions based on consolidated financial information.
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.
Significant Segment Expenses
The Company 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 Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $71,949,937 | $57,603,935 |
| Cost of Revenue | 17,199,909 | $7,599,872 |
| Marketing | $45,026,458 | $42,540,355 |
| Professional Fees | 1,532,180 | $1,385,295 |
| IT Costs | $948,557 | $936,127 |
| Provision (reversal of provision) for bad debts | $4,455 | $(1,454,533) |
| Depreciation and Amortization | $1,703,043 | $1,999,513 |
| Other | $1,072,930 | $968,760 |
| Compensation | $9,945,452 | $9,362,474 |
| Segment Operating Profit (Loss) | $(5,483,047) | $(5,733,928) |
Other segment expenses include facilities costs, travel and entertainment expenses and various other corporate expenses.
Geographic Information
The Company's operations are based in the United States, and substantially all revenue is derived from U.S. clients.
Note 12 – 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 five 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 obligation to make lease payments is also listed as separate line items on our consolidated balance sheets. As of September 30, 2025 and December 31, 2024, total operating and financed right-of-use assets were $728,638 and $922, and $913,439 and $18,209, respectively.
For the nine months ended September 30, 2025 and 2024, we recorded $17,287 and $48,317, respectively, in amortization expense related to finance leases. For the nine months ended September 30, 2025 and 2024, we recorded $250,371 and $250,541, 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 ofsixty-five months with an abatement period offive months and cost approximately $208,000 during its first year. Thereafter, the lease payments increase annually by 3%.
In January 2024, we amended and renewed our lease at our corporate headquarters in Little Rock, Arkansas. The lease was extended forthirty-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.
Whenever 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.
Information related to our operating lease liabilities for the period ended September 30, 2025 are as follows:
| For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2025 | |
|---|---|---|
| Cash paid for operating lease liabilities | $95,967 | $267,142 |
| 2025 (remainder of year) | 87,486 |
| 2026 | 354,565 |
| 2027 | 237,867 |
| 2028 | 233,727 |
| 2029 | 19,525 |
| Less imputed interest | (127,456) |
| Total lease liabilities | $805,714 |
| Weighted-average remaining lease term | 2.32 years |
|---|---|
| Weighted-average discount rate | 10.5% |
Information related to our financed lease liabilities for the period ended September 30, 2025 are as follows:
| For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2025 | |
|---|---|---|
| Cash paid for finance lease liabilities | $5,220 | $17,700 |
| 2025 (remainder of the year) | 925 |
|---|---|
| Less imputed interest | (2) |
| Total lease liabilities | $923 |
| Weighted-average remaining lease term | 0.08 year |
|---|---|
| Weighted-average discount rate | 6.25% |
Note 13 – Allowance for Credit Losses
The activity in the allowance for doubtful accounts was as follows during the nine-month period ended September 30, 2025 and the year ended December 31, 2024:
| 2025 | 2024 | |
|---|---|---|
| Balance at the beginning of the year | $144,625 | $1,645,045 |
| Adjustment to expected losses on accounts receivable | 4,455 | (1,442,533) |
| Charge-offs | — | (62,587) |
| Recoveries | — | 4,700 |
| Ending Balance | $149,080 | $144,625 |
The allowance for doubtful accounts at September 30, 2025 was $149,080, an increase of $4,455, from December 31, 2024. During 2024, we made an adjustment to the allowance for expected credit losses for a balance due from a former client in 2022. The client has since paid off their full outstanding balance and no longer has any obligation to us as of September 30, 2025.
Note 14 – Related Party Transactions
During the nine-month period ended September 30, 2025, Gabriel Court Consortium, LLC, a company in which one of our directors holds a significant interest, provided services to the Company. Expense from the transaction amounted to approximately $40,000.
During the nine-month period ended September 30, 2025, the Company provided services to First Orion Corp., a company in which one of our former directors holds a significant interest. Revenue from the transaction amounted to approximately $147,000.
During the nine-month period ended September 30, 2025, the Company provided services to James & James, a company in which one of our former directors holds a significant interest. Revenue from the transaction amounted to approximately $715,000.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.