Inuvo, Inc. filed a Form 8-K on November 2, 2026, disclosing that on October 27, 2026, it completed the exchange of $1.2 million in principal of its Secured Promissory Note B into a new Secured Promissory Note A-2 in the principal amount of $1,308,000 with Streeterville Capital, LLC.

Key Highlights

  • New note principal: The A-2 Note was issued in the principal amount of $1,308,000 with Streeterville Capital, LLC, replacing $1.2 million of principal from Secured Promissory Note B.
  • Maturity date: The principal amount of the A-2 Note is due June 29, 2028.
  • Interest rate: Interest accrues at 9.00% per annum, calculated on a 360-day year and compounding daily.
  • Monthly Redemption: Beginning March 29, 2027, the lender may redeem up to $750,000 per calendar month plus make-whole interest.
  • Limited Redemption: Beginning December 29, 2026, the lender may redeem up to 8% of applicable cumulative dollar trading volume plus make-whole interest if common shares trade at least 10% above the NYSE Minimum Price.
  • Trigger Event penalties: The lender may increase the outstanding balance by 10% for each Major Trigger Event and 5% for each Minor Trigger Event; uncured events become Events of Default carrying a default interest rate of the lesser of 15% per annum or the maximum rate permitted by law.
  • Funds released: As a result of the exchange, $1.2 million was released from an account at Lakeside Bank held by the company's wholly-owned subsidiary, INUV Holdings, LLC, which was subject to a Deposit Account Control Agreement.

Inuvo Restructures Debt with Streeterville Capital via A-2 Note Exchange

According to the filing, Inuvo, Inc. (NYSE American:INUV) completed the exchange on October 27, 2026, converting $1.2 million of principal under its Secured Promissory Note B into a new Secured Promissory Note A-2 with Streeterville Capital, LLC. The company disclosed that the A-2 Note carries a principal amount of $1,308,000 and is otherwise on the same terms as its existing Secured Promissory Note A-1 with Streeterville. The exchange also resulted in the release of $1.2 million from an account at Lakeside Bank owned by INUV Holdings, LLC, the company's wholly-owned subsidiary, which had been subject to a Deposit Account Control Agreement.

The filing states that the A-2 Note matures on June 29, 2028, and bears interest at 9.00% per annum on a 360-day year basis, compounding daily. The company disclosed that the note may be prepaid in whole or in part at any time without any prepayment premium or penalty. The lender's redemption rights are structured in two tiers: Monthly Redemptions of up to $750,000 per calendar month beginning March 29, 2027, and Limited Redemptions of up to 8% of cumulative daily dollar trading volume beginning December 29, 2026, contingent on the common shares trading at least 10% above the NYSE Minimum Price. Both redemption amounts are payable in cash within two trading days of the company's receipt of a redemption notice, according to the filing.

The filing further describes "Major Trigger Events" and "Minor Trigger Events" embedded in the A-2 Note. The company disclosed that if such events are not timely cured following a written cure demand, they automatically become Events of Default, entitling the lender to accelerate the outstanding balance and impose a default interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law. The filing was signed by Derric Ciccone, Chief Financial Officer, on November 2, 2026.

What Was Disclosed

Inuvo reported the creation of a direct financial obligation through the issuance of a $1,308,000 Secured Promissory Note A-2 to Streeterville Capital, LLC, dated October 27, 2026, with a maturity of June 29, 2028, a 9.00% annual interest rate, and structured monthly and limited redemption provisions.