Inuvo, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
INUV$0.39-4.4%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001654954-26-004909
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001654954-26-007480
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 4 previous paragraphs and 5 current paragraphs.
2 unchanged; 2 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (1)
Current report
***We are subject to mandatory redemption obligations under our Note Purchase Agreement, and our failure to satisfy those obligations could have a material adverse effect on our liquidity and financial condition.***On June 29, 2026, we entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which we issued a Secured Promissory Note A-1 and a Secured Promissory Note B (collectively, the "Notes") and used a portion of the proceeds to extinguish our prior obligations under our financing agreement with SLR Digital Finance, LLC and our convertible note held by 3i, LP. Beginning nine months after issuance, Streeterville has the right, at its sole discretion, to redeem up to $750,000 per month under the A-1 Note (the "Monthly Redemption" right); the B Note is not subject to the Monthly Redemption right. Beginning six months after issuance, Streeterville may also redeem amounts under either Note if our common stock trades at a specified premium to a defined minimum price (the "Limited Redemption" right). Our ability to satisfy these redemption obligations as they arise depends on our ability to generate sufficient cash flow from operations and maintain adequate levels of unrestricted cash. A portion of our cash is held in a deposit account subject to a Deposit Account Control Agreement in favor of Streeterville and is not available for general corporate purposes, which reduces the liquidity otherwise available to fund redemptions or other obligations. If our operating cash flow is insufficient, or if restricted cash is not released on a timely basis, we may be unable to satisfy Monthly Redemption or Limited Redemption demands as they are made. The Notes are secured by substantially all of our assets, including our intellectual property, and are guaranteed by our subsidiaries; any failure to satisfy our obligations under the Notes could result in a default and enforcement action against those assets, which would have a material adverse effect on our liquidity, financial condition and results of operations.
Reworded paragraphs (2)
Previous wording
***We rely on two customers for a significant portion of our revenues.***We are reliant upon two customers for most of our revenue. During the first quarter of 2026, these Legacy Search customers accounted for 32.1% and 23.2% of our revenues, respectively. During the same period in 2025, those Legacy Search customers accounted 17.4% and 70.8% of our revenues. The amount of revenue we receive from these customers is dependent on a number of factors outside of our control, including changes in the respective customer’s advertising budget, both in terms of allocated dollars and media mix, financial resources of the customers, as well as general economic conditions. We would likely experience a significant decline in revenue and our business operations could be significantly harmed if these customers do not continue to utilize our services. Additionally, our business operations and financial condition could be significantly harmed if these customers do not pay for our services on a timely basis. The loss of any of these customers or a material change in the revenue or gross profit they generate or their failure to timely pay us for our services would have a material adverse impact on our business, results of operations and financial condition in future periods.
Current wording
***We rely on four customers for a significant portion of our revenues.***We are reliant upon four customers for most of our revenue. For the three-month period ending June 30, 2026, four customers accounted for 13.7%, 15.5%, 20.5%, and 30.5% of our overall revenue and for the six-month period ended June 30, 2026, 13.4%, 19.4%, 17.1% and 31.3% of our overall revenue, respectively. For the three-month period ending June 30, 2025, two Legacy Search customers accounted for 66.5% and 19.8% of our overall revenue, respectively and for the six-month period ended June 30, 2025, 68.8% and 18.5% of our overall revenue, respectively. The amount of revenue we receive from these customers is dependent on a number of factors outside of our control, including changes in the respective customer's advertising budget, both in terms of allocated dollars and media mix, financial resources of the customers, as well as general economic conditions. We would likely experience a significant decline in revenue and our business operations could be significantly harmed if these customers do not continue to utilize our services. Additionally, our business operations and financial condition could be significantly harmed if these customers do not pay for our services on a timely basis. The loss of any of these customers or a material change in the revenue or gross profit they generate or their failure to timely pay us for our services would have a material adverse impact on our business, results of operations and financial condition in future periods.
Previous wording
***Our Legacy Search business has experienced significant revenue declines, and we may not be successful in restoring historical revenue levels or profitability.***During the fourth quarter of 2025 and continuing into the first quarter of 2026, Legacy Search revenue declined significantly compared to the prior year periods and represented approximately 71.8% and 57.1%, respectively of our total revenue, compared to approximately 81.1% and 88.7%, respectively during the prior year periods. The decline was primarily driven by changes in the search marketplace, including evolving compliance requirements, traffic quality standards and monetization dynamics associated with third-party advertising platforms. While we have implemented operational, compliance and cost-reduction initiatives intended to adapt to these changing market conditions, there can be no assurance that these efforts will successfully restore revenue, margins or profitability within our Legacy Search business, or at all. If monetization rates decline further, traffic volumes continue to decrease, or third-party platform requirements continue to evolve in ways that adversely impact our business model, our revenue, operating results and cash flows could continue to be negatively affected. In addition, if Legacy Search revenue does not improve, we may be required to implement additional cost reduction measures, including reductions in operating expenses and personnel, which could adversely affect our financial condition.
Current wording
***Our Legacy Search business has experienced significant revenue declines, and we may not be successful in restoring historical revenue levels or profitability.***For the three-month period ended June 30, 2026, we generated $7,535,055 in revenue of which 52.4% was from Legacy Search and 47.6% from Audience Modeling. For the three-month period ended June 30, 2025, we generated $22,671,333 in revenue of which 86.7% was from Legacy Search and 13.3% from Audience Modeling. For the six-month period ended June 30, 2026, we generated $15,462,609 in revenue of which 54.8% was from Legacy Search and 45.2% from Audience Modeling. For the six-month period ended June 30, 2025, we generated $49,379,365 in revenue of which 87.8% was from Legacy Search and 12.2% from Audience Modeling. The decline was primarily driven by changes in the search marketplace, including evolving compliance requirements, traffic quality standards and monetization dynamics associated with third-party advertising platforms. While we have implemented operational, compliance and cost-reduction initiatives intended to adapt to these changing market conditions, there can be no assurance that these efforts will successfully restore revenue, margins or profitability within our Legacy Search business, or at all. If monetization rates decline further, traffic volumes continue to decrease, or third-party platform requirements continue to evolve in ways that adversely impact our business model, our revenue, operating results and cash flows could continue to be negatively affected. In addition, if Legacy Search revenue does not improve, we may be required to implement additional cost reduction measures, including reductions in operating expenses and personnel, which could adversely affect our financial condition.