Convertible Promissory Note

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Promissory Note

Convertible Promissory Note

On March 1, 2019, Inuvo entered into a Securities Purchase Agreement with three accredited investors for the purchase and sale

of an aggregate of $1,440,000 of principal of Original Issue Discount Unsecured Subordinated Convertible Notes due

September 1, 2020 (the "Calvary Notes") to fund working capital and additional expenses resulting from the delay in closing of

certain planned, and since terminated, mergers with ConversionPoint Technologies Inc. and ConversionPoint Holdings Inc. The

initial conversion price of the Calvary Notes was $1.08 per share which would have made the Calvary Notes then convertible

into 1,333,333 unregistered shares of Inuvo’s common stock upon conversion. The Calvary Notes were issued in a private

placement and the shares of common stock issuable upon conversion are restricted, subject to resale under Rule 144. The

proceeds to Inuvo from the offering were $1,200,000. Inuvo did not pay any commissions or finders fees in connection with

the sale of the Calvary Notes and Inuvo utilized the proceeds for working capital.

On November 11, 2019, we entered into Note Modification and Release Agreements with the holders of $1,080,000 principal

amount of the Calvary Notes. Under the terms of the Note Modification and Release Agreement, the parties agreed that in

consideration of such noteholder’s agreement to convert a minimum of 50% of the outstanding amount of the note (the "First

Conversion Amount") that the conversion price for the First Conversion Amount would be $0.265 per share and that the

conversion price for any remaining amount due under the note would be $0.30 per share, subject to future adjustments under the

terms of the note including dilutive issuances at a price below $0.30 per share, subject to a floor of $0.23 per share. The

agreement contains mutual general releases. These holders converted an aggregate of $765,000 due under the Calvary Notes

into 2,886,792 shares of our common stock.

In January 2020, a noteholder of a $360,000 principal amount Calvary note converted the note into 1,200,000 shares of our

common stock. On April 21, 2020, a noteholder converted $200,000 principal amount due under the Calvary Notes into

1,142,857 shares of our common stock. On May 5, 2020, a noteholder converted the final $115,000 principal amount due under

the Calvary Notes into 657,143 shares of our common stock, thereby satisfying the Calvary Notes in full and completing the

extinguishment of the Calvary Notes.