Inuvo, Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
INUV$0.39-4.4%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001654954-25-002032
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-05.
0001654954-26-001943
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 30 previous paragraphs and 32 current paragraphs.
23 unchanged; 7 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Our business depends on third-party advertising platforms that establish and enforce their own policies, and changes in those policies, standards or commercial terms could adversely affect our revenue and operating results. We generate a portion of our revenue through relationships with third-party advertising platforms that control the distribution, monetization and measurement of advertising traffic. These platforms establish and enforce their own policies, quality standards, compliance requirements and commercial terms, which may change from time to time. We do not control the interpretation or application of such policies, nor do we control the algorithms and systems used by these platforms to evaluate traffic quality and performance. If a third-party platform determines that certain traffic does not meet its standards, or concludes that our practices are inconsistent with its policies or commercial requirements, it may reduce traffic allocations, modify monetization rates, delay or withhold payments, require operational changes, or suspend or terminate our participation. In addition, platforms periodically modify their algorithms, compliance standards, demand allocation methodologies and pricing models, which may result in fluctuations in revenue, margins and traffic volumes. Any such actions or changes could adversely affect our Platform revenue, operating results and cash flows, and could require us to adjust our business practices or incur additional costs to maintain compliance.
Current report
In addition to our credit facility, we may incur additional indebtedness from time to time, including convertible or other debt instruments. Any such indebtedness could increase our leverage, require the use of significant cash resources to service or repay obligations, and limit our financial flexibility. Our ability to meet these obligations depends on our future operating performance, cash flows, and access to capital, which are subject to market conditions and other factors beyond our control.
Reworded paragraphs (7)
Previous wording
We have a history of losses. We cannot anticipate with any degree of certainty what our revenues will be in future periods. Our revenues increased approximately 13.4% in 2024 as compared to 2023, our gross profit margin remained level at 85.6% in 2024 and 85.8% in 2023. We reported an operating loss of approximately $5.8 million in 2024 as compared to an operating loss of approximately $10.3 million in 2023. Though we have a credit facility dependent upon receivables, the negative cash flows generated from operating activities introduces potential risk of an interruption to operating activities. As of December 31, 2024, we have approximately $2.5 million in cash and cash equivalents. Our net working capital deficit was $2.2 million. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. In addition, our investment in internally developed software consists primarily of labor costs which are of a fixed nature. Through December 31, 2024, our accumulated deficit was $173.2 million. SeeLiquidity and Capital Resources underITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for a more thorough discussion.
Current wording
We have a history of losses. We cannot anticipate with any degree of certainty what our revenues will be in future periods. Our revenues increased approximately 2.9% in 2025 as compared to 2024, however, our gross profit margin decreased by 10.1% to 74.5% in 2025. We reported an operating loss of approximately $5.1 million in 2025 as compared to an operating loss of approximately $5.8 million in 2024. Though we have a credit facility dependent upon receivables, the negative cash flows generated from operating activities introduces potential risk of an interruption to operating activities. As of December 31, 2025, we have approximately $2.8 million in cash and cash equivalents. Our net working capital deficit was $5.1 million. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. In addition, our investment in internally developed software consists primarily of labor costs which are of a fixed nature. Through December 31, 2025, our accumulated deficit was $178.3 million. SeeLiquidity and Capital Resources underITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for a more thorough discussion.
Previous wording
***We rely on one customer for a significant portion of our revenues.***A significant portion of our revenue is derived from one customer. During 2024 this customer accounted for 75.0% of our revenues. In 2023, the same customer accounted for 60.4% of our revenues. The amount of revenue we receive from this customer is dependent on a number of factors outside of our control; this includes the amount the customer charges for advertisements, the depth of its available advertisements, and its ability to display relevant ads in response to end user queries and changes in advertising budgets resulting from their own business circumstances. Historically, we have been able to replace lost clients with new clients or by expanding our relationship with existing clients, however, we would likely experience a significant decline in revenue and our business operations could be significantly harmed if we lose material customers or are unable to replace lost clients. The loss of material customers or a material change in the revenue or gross profit they generate would have a material adverse impact on our business, results of operations and financial condition in future periods.
Current wording
***We rely on two customers for a significant portion of our revenues.***A significant portion of our revenue is derived from two customers. During 2025 these two customers accounted for 64.2% and 19.3% of our revenues, respectively. In 2024, the same two customers accounted for 75.0% and 7.0% of our revenues, respectively. The amount of revenue we receive from these customers is dependent on a number of factors outside of our control; this includes the amount the customers charge for advertisements, the depth of their available advertisements, and their ability to display relevant ads in response to end user queries and changes in advertising budgets resulting from their own business circumstances. Historically, we have been able to replace lost clients with new clients or by expanding our relationship with existing clients, however, we would likely experience a significant decline in revenue and our business operations could be significantly harmed if we lose material customers or are unable to replace lost clients. The loss of material customers or a material change in the revenue or gross profit they generate would have a material adverse impact on our business, results of operations and financial condition in future periods.
Previous wording
We are dependent upon relationships with and the success of our supply partners. Our supply partners remain a critical component of our success. Throughout 2024, we have successfully onboarded a significant number of new supply partners, strengthening our ability to deliver high-quality traffic and engagement for our advertisers. While turnover within our supply partner network still occurs, it has decreased compared to prior periods. To sustain growth, we must continue to recruit and retain partners who can drive traffic effectively to their websites and mobile applications, resulting in clicks on advertisements we have delivered. However, supply partners may face challenges in attracting and maintaining users due to competition, rapidly evolving market dynamics, technological advancements, industry consolidation, and shifting consumer preferences. Although our supply partner base has expanded, maintaining strong relationships remains a priority. Some partners may explore direct relationships with advertisers, consider us as competitors, or find competing solutions more attractive. Additionally, while we have made progress in stabilizing and expanding our supply network, there can be no assurance that traffic levels will continue to increase or that all departing partners will be replaced. Any disruptions in our ability to sustain and enhance our supply partnerships could have a material adverse effect on our business, financial position, and results of operations.
Current wording
We are dependent upon relationships with and the success of our supply partners. Our supply partners, including owners and publishers of websites and mobile applications, remain a critical component of our success. Our ability to generate revenue depends on these partners’ capacity to attract and retain users and deliver traffic that results in engagement with advertisements we distribute. While we continue to recruit and retain supply partners and have made progress in stabilizing and expanding our supply network, turnover within our partner base remains inherent to our business. Supply partners may face challenges due to competition, rapidly evolving market dynamics, technological advancements, industry consolidation, and shifting consumer preferences, which may reduce traffic volumes or engagement levels. In addition, some partners may pursue direct relationships with advertisers, view us as competitors, or find alternative solutions more attractive. As a result, traffic levels and advertising inventory available through our supply network may fluctuate, and there can be no assurance that departing partners will be replaced or that traffic volumes will increase. Any disruption in our ability to maintain, replace, or effectively scale our supply partnerships could materially adversely affect our business, financial condition, and results of operations.
Previous wording
***Our business must keep pace with rapid technological change to remain competitive.***Our business operates in a rapidly changing technological landscape, evident with the introduction of AI tools like ChatGPT in 2022 along with the deprecation of third-party cookies. To stay competitive, we must swiftly adapt to evolving industry standards, new product releases, and changing customer preferences. Continual improvement of our services' speed, performance, and compatibility across diverse platforms is crucial. Failure to keep pace with these technological shifts could adversely affect our financial position and results of operations.
Current wording
***Our business must keep pace with rapid technological change to remain competitive.***Our business operates in a rapidly changing technological landscape, evident with the rapid adoption of artificial intelligence technologies and tools, as well as the deprecation of third-party cookies. To stay competitive, we must swiftly adapt to evolving industry standards, new product releases, and changing customer preferences. Continual improvement of our services’ speed, performance, and compatibility across diverse platforms is crucial. Failure to keep pace with these technological shifts could adversely affect our financial position and results of operations. Our increasing use of artificial intelligence and machine learning technologies also exposes us to risks related to data quality, model performance, regulatory scrutiny, and evolving legal standards governing the use of automated decision-making technologies.
Previous wording
***Regulatory and legal uncertainties could harm our business.***While there are currently relatively few laws or regulations directly applicable to Internet-based commerce or commercial search activity, there is increasing awareness of such activity and interest from state and federal lawmakers in regulating these services. New regulation of activities in which we are involved or the extension of existing laws and regulations to Internet-based services could have a material adverse effect on our business, results of operations and financial position.
Current wording
***Regulatory and legal uncertainties could harm our business.***While there are currently limited federal laws directly applicable to certain aspects of Internet-based commerce or commercial search activity, there is increasing awareness of such activity and interest from state and federal lawmakers in regulating these services. New regulation of activities in which we are involved or the extension of existing laws and regulations to Internet-based services could have a material adverse effect on our business, results of operations and financial position.
Previous wording
We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock**.**Our common stock is listed on the NYSE American. In order to maintain this listing, we must maintain a certain share price, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which the exchange generally considers $0.20 per share and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable. There are no assurances how the market price of our common stock will be impacted in future periods as a result of the general uncertainties in the capital markets. If the NYSE American delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our common stock, reduced liquidity, decreased analyst coverage of our common stock, and an inability for us to obtain any additional financing to fund our operations that we may need.
Current wording
We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock**.**Our common stock is listed on the NYSE American. In order to maintain this listing, we must maintain a certain share price, a minimum amount of shareholders’ equity and a minimum market value of publicly held shares. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which the exchange generally considers $0.20 per share and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable. There are no assurances how the market price of our common stock will be impacted in future periods as a result of the general uncertainties in the capital markets. If the NYSE American delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our common stock, reduced liquidity, decreased analyst coverage of our common stock, and an inability for us to obtain any additional financing to fund our operations that we may need.
Previous wording
***Significant dilution will occur when outstanding restricted stock unit grants vest.***As of December 31, 2024, we had 13,216,020 restricted stock units outstanding. If the restricted stock units vest, dilution will occur to our stockholders, which may be significant.
Current wording
***Significant dilution will occur when outstanding restricted stock unit grants vest.***As of December 31, 2025, we had 779,979 restricted stock units outstanding. If the restricted stock units vest, dilution will occur to our stockholders, which may be significant.