Inuvo Inc. 美股招股说明书（2026年2月12日版）

Up to 5,000,000 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholder identified herein of up to an aggregate of5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of Inuvo, Inc., a Nevadacorporation, consisting of up to 5,000,000 shares of Common Stock issuable upon conversion of the convertible note, in the principalamount of $3,333,333 (the “Convertible Note”), issued pursuant to the securities purchase agreement, dated as of January 14, 2026 The Convertible Note was issued to the selling stockholder in a private offering completed prior to the filing of theRegistration Statement of which this prospectus forms a part. We are not selling any shares of Common Stock in this offering, and we Our Common Stock is listed on the NYSE American LLC under the symbol “INUV.” The last reported sale price of ourCommon Stock on February 5, 2026 was $1.67 per share.This price will fluctuate based on the demand for our Common Stock.However, the Common Stock offered by this prospectus may also be offered by the selling stockholder to or through underwriters,dealers, or other agents, directly to investors, or through any other manner permitted by law, on a continued or delayed basis. We Investing in our securities involves a high degree of risk. See “Risk Factors” in the section entitled “Risk Factors” onpage8 of this prospectus for a discussion of certain risk factors that should be considered by prospective purchasers of the You should rely only on the information contained in this prospectus or any prospectus supplement or amendmenthereto. We have not authorized anyone to provide you with different information.Neither the Securities and Exchange The date of this prospectus is February 12, 2026. Unless the context otherwise requires, we use the terms “we,” “us,” “the Company”, “Inuvo” and “our” to refer to Inuvo, Inc.,a Nevada corporation, and our subsidiaries and its consolidated subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The information in this Registration Statement on Form S-3 and the information incorporated herein by reference, includeforward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Theseforward-looking statements that relate to future events or our future financial performance and involve known and unknown risks,uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materiallyfrom any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,”“would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statements.We have based these forward-looking statements largely on our current expectations and future events and financial trends that we a decline in general economic conditions;decreased market demand for our products and services;customer revenue concentration;risks associated with customer collections;seasonality impacts on financial results and cash availability;dependence on advertising suppliers;the ability to acquire traffic in a profitable manner;the ability to attract and retain talented employees;failure to keep pace with technological changes;interruptions within our information technology infrastructure;dependence on key personnel;regulatory and legal uncertainties;failure to comply with privacy and data security laws and regulations;third party infringement claims;publishers who could fabricate fraudulent clicks;the ability to continue to meet the NYSE American listing standards;the impact of quarterly results on our common stock price; These statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s pastresults, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,performance, or achievements expressed or implied by such forward-looking statements. Actual results may differ materially. Some ofthe risks, uncertainties and assumptions that may cause actual results to differ from these forward-looking statements are described in You should read this prospectus, the documents that we filed as exhibits to the registration statement of which this prospectusis a part and the documents that we incorporate by reference in this prospectus completely and with the understanding that our futureresults may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary Table of Contents PROSPECTUS SUMMARY This summary highlights selected information appearing elsewhere in this prospectus. While this summary