Inuvo Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 30, 2025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 30, 2025, Inuvo, Inc. (“Inuvo”) and Barry Lowenthal agreed that Mr. Lowenthal would voluntarily resign as the Company’s President, effective September 30, 2025, and in connection therewith, Inuvo and Barry Lowenthal have entered into a Separation Agreement and Release, dated as of September 30, 2025 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Lowenthal shall be entitled to receive separation pay in an amount equal to six months of his base salary, or $150,000, payable semi-monthly in accordance with regular payroll practices of Inuvo and payment for up to three months of COBRA continuation coverage. In consideration thereof, Mr. Lowenthal has entered into a general release and agreed that no amounts are due Mr. Lowenthal under the employment agreement with Inuvo and that obligations under his confidentiality, assignment and noncompetition agreement with Inuvo shall survive in accordance with its terms. The foregoing description of the Separation Agreement is a summary of its material terms and does not purport to be complete, and is qualified in its entirety by reference to the Separation Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Inuvo also announced that that Robert C. Buchner, a current director of Inuvo, has been appointed as the Company’s Chief Operating Officer, effective as of September 30, 2025.

Mr. Buchner, age 62, was previously Chief Marketing Officer at Covet™ (covet.life), a disruptive fintech that leverages AI for personal asset management and estate planning. In 2020, Mr. Buchner co-founded Sheet Metal Arts, an innovation studio devoted to the future of mobility, which created and produced films for Stellantis EV launches including: Ram, Dodge and Fiat. In 2016, he became an early-stage investor and advisor at Lucy.ai, a knowledge management platform. Lucy was acquired by Capacity in 2024. From 2013 to 2016, Rob was CEO of Campbell Mithun (Interpublic Group), which was later integrated within McCann WorldGroup. During his tenure he restructured the 80-year-old agency around the Creative Sciences–a cross-functional operating model that comingles brand content, technology and media analytics. Mr. Buchner also served as CMO of Fallon Worldwide from 2004 to 2013 where he was responsible for new business growth resulting in $80M net recurring revenues across the network. As Managing Partner, he architected Fallon’s digital and entertainment practices that led to industry acclaim for Amazon Theater and BMW Films. He also opened Fallon offices in Tokyo, Singapore, Hong Kong and Sao Paulo. Rob received a Bachelor of Science degree from the University of Illinois, Urbana-Champaign.

On September 30, 2025, the Company entered into an employment agreement with Mr. Buchner (the “Employment Agreement”). The Employment Agreement has an initial term of one year, after which the term automatically renews for additional one-year periods on the same terms and conditions, unless either party to the Employment Agreement exercises the respective termination rights available to such party. The Employment Agreement provides for a minimum annual base salary of $337,500 and an initial grant of 125,000 restricted stock units vesting 33 1/3% per year of service. The Employment Agreement requires the Company to compensate Mr. Buchner and provide him with certain benefits if his employment is terminated. The compensation and benefits he is entitled to receive upon termination of employment vary depending on whether his employment is terminated (i) by the Company for cause (as defined in the employment agreement); (ii) by the Company without cause, or by Mr. Buchner for good reason (as defined in the employment agreement); (iii) due to death or disability; or (iv) by Mr. Buchner without good reason. The foregoing description of the Employment Agreement is a summary of its material terms and does not purport to be complete, and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Other than the fact that Mr. Buchner will continue as a director of the Company that he no longer shall be an independent director, there are no other arrangements or understandings between Mr. Buchner and any other person pursuant to which Mr. Buchner was appointed as Chief Operating Officer of the Company. There are also no family relationships between Mr. Buchner and any director or executive officer of the Company, and Mr. Buchner has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

ITEM 7.01 REGULATION FD DISCLOSURE.

On October 1, 2025, Inuvo issued a press release regarding the appointment of Robert C. Buchner as Chief Operating Officer of Inuvo. A copy of the press release is being furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K and accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.