Thank you, operator, and good afternoon. I'd like to thank everyone for joining us today for the Inuovo second quarter 2026 shareholder update call.

Today, Inuovo's Chief Executive Officer, Rob Buchner, and Chief Financial Officer, Wally Ruiz, will be the presenters on the call. We would also like to remind our shareholders that we plan to file our 10-Q with the Securities and Exchange Commission this evening.

Before we begin, I'd like to remind you that the statements in this conference call that are not descriptions of historical facts are forward-looking statements relating to future events. As such, all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. When used in this call, the words anticipate, could, enable, estimate, intend, expect, believe, potential, will, should, project, and similar expressions as they relate to Inuovo, Inc.

are as such a forward-looking statement. Investors are cautioned that all forward-looking statements involve risk and uncertainties, which may cause actual results to differ from those anticipated by Inuovo at this time.

In addition, other risks are more fully described in Inuovo's public filings with the U.S. Securities and Exchange Commission, which can be reviewed at www.sec.gov.

The company makes no commitment to disclose any revisions to forward-looking statements or any facts, events, or circumstances after the date hereof that bear upon forward-looking statements. In addition, today's discussions will include references to non-GAAP measures.

The company believes that such information provides an additional measurement and consistent historical comparison of its performance. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is available on today's news release on our website.

With that, I will now turn the call over to CEO Rob Buchner.

Thank you, Katie, and good afternoon, everyone. Thanks for joining the call.

I'll begin today with brief remarks on our second quarter results and our progress on the key tenets of our growth agenda. Then I'll hand it over to Wally for a review of the financials and our recent capital raise.

I'll then close with a few thoughts and open the call for your questions. All right, let's start with the second quarter.

Second quarter results tell a story that continues to underscore the strategic choices we made over the last several months. Audience modeling revenue increased 19% from a year ago, driven once again by deepening investment from existing clients and recent client wins.

At the same time, legacy search revenue has slowed more than expected, and recovery has been slower, reflecting ongoing industry-wide disruption. These dynamics are emblematic of a broader structural evolution occurring across the open web.

Digital advertising is undergoing a fundamental shift away from an identity economy, which relies on degrading personal IDs, third-party cookies, and static historical segments, toward a context economy. As match rates fall and tracking mechanisms fail, chasing who someone was yesterday is yielding diminishing returns.

Value on the open web is migrating to platforms that understand what is happening around a user in real time. Contextual signals from content being consumed in the moment, mapped with broader patterns of collective interest, are far better predictors of consumer motivation and true engagement.

The old open web search model is fracturing, but the flight to quality, context, and immediate user intent is exactly the race IntentKey was built to win. The speed of this change underscores the urgency for execution against a backdrop of favorable dynamics for our algorithm.

Said simply, the marketplace is more receptive to our value proposition than ever before. With respect to legacy search, an honest look resulted in some tough decisions this quarter.

We further lowered legacy search headcount and right-sized the operation to a level we believe is sustainable. These decisions weren't easy, but they were the right moves.

They free us to concentrate fully on what matters: building a cleaner, more profitable business with IntentKey at its center. We also executed financing transactions totaling $13 million, enabling us to strengthen our balance sheet and pay off existing debt, all while providing needed working capital for the business.

Today, I'm confident we're now operating from a stronger position, fewer distractions and a greater cash runway, giving us more time and resources to pursue the significant opportunity in front of us with full conviction. I'll be frank.

There's still a lot to do. Now we're better equipped to elevate our IntentKey offering and drive higher margin, compounding growth into the business.

I want to take a few minutes to review the progress we've made on our strategic pillars and frame up priorities for the back half of the year. As a reminder, our four strategic pillars are: go-to-market focus, raising IntentKey's industry profile, continuing product innovation, and high-margin growth.

Turning to our go-to-market focus. Since January, we've overhauled our sales organization, bringing in enterprise-grade talent with deep programmatic expertise and brand-direct relationships.

These individuals are now fully embedded in our organization and raising the bar on every aspect of our commercial execution. Inuovo has also strengthened its market automation, vertical positioning, and sales enablement to support this expanded commercial organization.

These go-to-market upgrades are accelerating test-to-expansion conversion and IntentKey's differentiated audience intelligence into scalable, recurring growth. We're seeing tangible commercial activity as a result.

During the second quarter, we brought on five new brand-direct relationships, including two Fortune 500 companies that are now completing the pilot phase. At the same time, our upskilled sales team is advancing opportunities across government and specialized workforce recruitment, healthcare, automotive, travel, and entertainment.

A number of these opportunities are following the test-to-expansion model we're building, beginning with targeted pilots that can scale into broader enterprise relationships based on performance. We're also seeing agency relationships create opportunities to expand beyond individual campaigns and brands into broader portfolios.

Importantly, we're building this growth across three distinct paths to market: managed service for more complex enterprise campaigns, self-service for direct activation, and portable data and white-label solutions for channel partners. We're also experiencing deeper adoption in self-service, including increased campaign activity, repeat utilization, broader cross-platform activation, and additional enterprise brands activating through brand-direct private marketplaces.

That breadth matters. It gives us multiple ways to monetize the same underlying IntentKey intelligence based on how an advertiser, agency, or partner prefers to work with us.

We're also looking at new strategic applications of IntentKey's signal intelligence beyond traditional product advertising. Specifically, we've announced expansions into workforce recruitment marketing and healthcare open enrollment, both of which suffer from the same structural dysfunction plaguing consumer advertising.

For workforce recruitment, the market is hungry for disruptive, effective technologies. The war for specialized, high-value talent drives billions in annual recruiting marketing spend.

The tools, job boards, applicant databases, static segments, are inefficient and ineffective in areas of tight labor supply, including the skilled trades in the manufacturing sector that are increasingly in demand. IntentKey's ability to identify prospective candidates with precision before other competing employers gives us a compelling value proposition in a market where legacy tools are becoming less and less effective.

IntentKey can identify vocational interests before that person realizes they're an actual candidate. Likewise, as open enrollment approaches, we have launched a coordinated go-to-market plan to drive acquisition during what is effectively an annual market share event for health insurers.

Last year, 30% of the 23 million people who entered the marketplace switched carriers. Following our successful 2025 pilot with Blue Shield of California, IntentKey demonstrated its ability to identify and target intent well before purchasing decisions are made, allowing insurers to win market share before the market becomes saturated.

Crucially, because IntentKey requires no personal IDs, it offers a secure, compliant technology to capture subscriber growth across a $150 billion addressable market. These are just two examples of how we're opening the aperture on the strategic application of IntentKey to drive greater addressable market and a more diversified, compounding revenue pipeline.

Turning to our next strategic pillar: raising IntentKey's industry profile. After a busy quarter rationalizing costs and securing financing, we now have the bandwidth and momentum to tell the IntentKey story more broadly.

Our third quarter calendar reflects this focus. From an industry perspective, we will be attending both the MarTech live conference in Chicago as well as the Programmatic I/O conference in New York, both in September.

These conferences are important venues to demonstrate our technology leadership, communicate our market differentiation, and engage industry influencers who are at the forefront of emerging trends in marketing technology. We also have investor events planned for the third and fourth quarters.

We'll be able to announce more details as they are available. As you may remember from our May call, we launched a new IntentKey.com website early in the second quarter.

I'm pleased to say that this site, which showcases the IntentKey platform through interactive tutorials, test drives, and a clearly articulated value proposition, appears to be resonating. Following the launch, new users increased by more than 300%.

We also saw nearly a 10-fold increase in activity around generated audience models, reflecting greater use of the technology across both external engagement and internal sales and client support efforts. We continue to be very active in our marketing efforts and look forward to providing more color on our third quarter call.

Turning to continuous product innovation. In today's market, speed, accessibility, and real-time execution are increasingly in demand.

We continue to refine and innovate around IntentKey, building upon the significant R&D foundation behind the technology and the years of research that preceded its commercialization. While still early, I'm pleased to say that we're in advanced testing phases of a new Model Context Protocol, or MCP server, that would allow us to bring IntentKey intelligence directly into AI-native and agentic workflows like Claude and ChatGPT.

Once ready, this protocol-based integration would make the IntentKey more portable signal intelligence layer, meeting customers and their AI agents where they already operate, in turn delivering net new demand intelligence within the workflows they already use. We believe this has the potential to remove an important barrier for adoption.

Rather than requiring users to leave their existing workflows and enter a separate interface to access IntentKey, MCP gives us a path to make the intelligence available wherever customers are already working. This native integration is an important part of how we see IntentKey evolving.

Lastly, our fourth strategic pillar: high-margin growth. As I discussed in my opening remarks, we've made several important strategic moves to lengthen our cash runway and position the business to support higher-margin growth, including rationalizing our legacy search business and raising capital, both of which advance our progress on this strategic pillar.

With respect to legacy search, the rationalization of our revenue and our support infrastructure, while painful, frees us from the pressures caused by a business that was generating negative net margins and a net cash burn, and for which a viable path for full recovery was becoming less likely as the industry continues to shift. To be clear, legacy search remains part of our business, but we are now operating from a cleaner, more resilient foundation, one that generates better margins and positive cash flow and no longer weighs on our ability to invest behind my long-term strategic vision.

With respect to our recent capital transactions, we secured $13 million that enabled us to repay existing debt and secure working capital, which we can use to advance our IntentKey offering and execute on our strategic vision. More recently, in July, we sold Ranger, our AI-powered quality assurance tool, subject to a 60-day trial period.

In exchange, we will receive $450,000 and a perpetual use license that enables us to continue using this technology within our legacy search business. Together, these moves enable us to concentrate fully on execution, with the financial flexibility to invest in our core priorities.

We are moving with urgency, remaining prudent with our spending, and building with conviction towards a stronger, higher-margin, more resilient Inuovo. As you saw in the press release this afternoon, Wally will be retiring after 16 years of steady, capable leadership, collaboration, and prudent financial stewardship.

I've been so fortunate to have Wally beside me through what has been one of the most consequential periods in this company's history. I'm grateful for his insight and coolheadedness as we made tough decisions to rationalize the Bonfire business, raise capital, and reposition the company to benefit from the sea changes in the industry.

Wally's last day as CFO will be August 17th, when industry veteran Derek Cecconi will start as our new President and CFO. More on that shortly.

I'm pleased to say that Wally will remain with us through the end of the year, serving in an advisory role to the company. Wally, you'll be missed.

Thanks for all you've done for Inuovo. It's been a true pleasure working with you.

Thanks, Wally, and I'm going to send it over to you now.

Thank you, Rob. It's been a real pleasure working with you and the Inuovo team.

I know I leave you in good hands. To those listening, good afternoon and thank you for joining us.

I'll begin with a review of the quarter's financial results, we'll touch on liquidity and the outlook, and then I'll turn it back to Rob. Second quarter results reflect the ongoing impacts of our strategic pivot as we right-size the legacy search business while growing audience modeling.

Second quarter revenue was $7.5 million, down 67% compared with the record revenue we experienced in the second quarter of last year. This decline was due entirely to lower legacy search revenue, which was down 80% compared to the year-ago second quarter, reflecting the continued impacts of the fourth quarter Bonfire reset and the ongoing industry-wide pressure on web search.

For audience modeling, revenue was up 19% in the second quarter compared with the same quarter last year, due to recent client wins and deepening commitment from existing IntentKey customers. The change in revenue mix resulted in the second quarter gross margin of 44% compared with 75% a year ago in the second quarter.

This is primarily driven by the contraction in legacy search. As a reminder, much of the legacy search expense is marketing and is therefore recognized in operating expenses, yielding a higher gross margin than we find in audience modeling.

Audience modeling expenses are largely reflected in the cost of revenue. Historically, from an operating margin perspective, audience modeling is more profitable than legacy search.

Second quarter operating expenses were $6.4 million, down $12.8 million, or 67%, from the second quarter of last year. This decline was entirely due to lower legacy search revenue, which drove down traffic acquisition cost and compensation cost.

Compensation cost was $337,000 lower in this year's quarter compared to last year, in spite of a $470,000 severance charge. Our headcount at June 30th of this year was 51.

This compares with 82 at June last year. Most of the reduction in headcount was associated with legacy search.

At the end of the quarter, we executed a pair of financing transactions with combined gross proceeds of $13 million. The financing consisted of two discrete transactions.

The first was a purchase agreement consisting of two underlying notes with combined gross proceeds to Inuovo of approximately $10 million. Inuovo received $3.8 million from these notes on June 29th, which the company used to repay and retire our outstanding convertible promissory note and our receivable-based credit facility.

The remaining cash received after the extinguishment of debt was retained for working capital purposes. The second transaction closed in early July.

It was a registered direct offering of common stock and pre-funded warrants, yielding gross proceeds to the company of approximately $3 million. As a result of these transactions, we recognized a charge of $870,000 in other income and expense during the quarter, representing the combined effect of a loss on extinguishment of the convertible promissory note and the working capital line of credit.

Net loss for the quarter was $4 million, or 27 cents per share, compared with a loss of $1.5 million, or 10 cents per share, in the second quarter of last year. We ended the quarter with $886,000 in cash and cash equivalents and $6.2 million in restricted cash.

Our previous financing, a convertible promissory note and a receivables-based credit facility, both had been extinguished by quarter-end. Note that our quarter-end balance sheet does not reflect the $3 million sale of common stock and pre-funded warrants that we closed at the beginning of July.

It also does not reflect monies received from the sale of Ranger, which we also closed in July. Before I hand the call back over to Rob, I just want to give some color about how we're thinking about the balance of the year.

We continue to forecast year-over-year revenue growth for audience modeling in 2026, driven by a healthy sales pipeline. We continue to expect quarterly legacy search revenue to improve for the balance of the year, with quarter-over-quarter improvement in margins and cash flow.

We expect operating expenses to remain substantially lower year-over-year, primarily as a result of lower traffic acquisition costs associated with lower legacy search revenue, as well as lower compensation costs as we start to realize the cost savings from the recent headcount reductions. With that, I'll turn the call back over to Rob.

Thanks, Wally. Before I wrap up, I want to take a minute to tell you a bit about our incoming President and CFO, Derek Cecconi, and celebrate the promotion of Alicia Perras to Chief Accounting Officer.

Derek is an industry veteran that is uniquely equipped to lead us through Inuovo's next chapter. He's a savvy veteran of the business and has spent his entire career at the intersection of marketing, digital media, and ad tech.

He brings to Inuovo a rare combination of strategic vision and operational precision. Most recently, Derek served as Global CFO and COO of Omnicom's Commerce Group, a multi-billion dollar division of one of the world's largest marketing organizations, where he delivered sustainable improvements across business operations, profitability, and revenue growth.

He also brings meaningful experience in corporate development that will matter as we scale. Derek's first day is August 17th, and I could not be more excited to welcome him to the Inuovo team.

I also want to take a moment to celebrate Alicia Perras, whose promotion from Controller to Chief Accounting Officer is 11 years in the making—11 years of exceptional dedication, leadership, and hard work that have positively impacted and strengthened our organization. This promotion is well-deserved, and I'm excited to see her flourish in her new role.

With Derek stepping in as President and CFO and Alicia stepping up as Chief Accounting Officer, we will have a financial leadership team whose strength is built on leveraging their complementary strengths, ensuring both strategic financial management and operational depth. Add to that high-caliber talent we've hired on the sales side, and I believe we're building a team that can execute.

The opportunity in front of us requires just not the right technology and the right strategy, but the right team. I believe we're assembling exactly that.

To close, the underlying landscape of the digital media ecosystem is undergoing permanent structural realignment. AI-driven search and walled gardens are keeping users within closed environments, while cookie loss and degraded match rates are dissolving traditional identity across the open web.

This macro environment plays directly into IntentKey's structural design. IntentKey isn't an incremental update to legacy ad tech; it's a fundamentally distinct, context-first architecture built to prosper in identity-blind environments.

Rather than relying on historical clickstreams or static audience profiles that fail as identity resolution degrades, IntentKey's large language model interprets semantic context and user mindset in real time as intent is actively forming. In a context economy where supply is scarce and expensive, advertisers cannot afford to chase ghost profiles with high data waste.

They need the precision, speed, and real-time execution that IntentKey provides to win high-intent inventory before it becomes out of reach. With a longer cash runway, an optimized cost structure, and an industry landscape moving directly towards our core technology, we believe we have significant room to run, and we intend to.

I look forward to updating you on our progress. Operator, I'd like to now turn the call over for Q&A.

Great. Good evening.

Thank you, and congrats to Wally on your well-deserved retirement. Appreciate all the hard work you've put in and our conversations.

Rob, thanks for kind of giving us the lay of the land of what's been playing out here. I guess I'll just jump into the audience modeling segment.

It was good to see the growth there as you were expecting growth there. I think you touched on five new brands that were signed if I heard that correctly.

Yep.

I guess I just want to follow up on the pipeline. How you've seen that kind of transform as well, or is there any growth in the pipeline that's meaningful since the last quarter we talked?

Any more context you could provide? How does that five compare to what you have kind of in the pipeline for the rest of this year?

Right. Last quarter, we brought on two new car brands, one tourism account, one pharma brand, one medical device company.

Those are in test modes. Now as our enterprise sales team are fully embedded, the pipeline looks really robust right now.

I think it's a result of one, we recruited senior-level enterprise-level people who come with a book of business, their impact is immediate. Our pipeline looks really healthy going into Q3 and Q4.

Again, it's this sales cycle where you go to this test-to-scale kind of mode. Again, our sales people, their remit is not to go and chase everything, but we're trying to focus their energies against our vertical priorities where we've got good history and where our privacy-first technology prevails.

Great. Appreciate the color there.

Then I wasn't sure, maybe I missed it, but I know we've been kind of talking about this large government contract or potential contract. I think it was disrupted at one point because of a shutdown, as tends to be the case.

Is there any update on kind of Inuovo and how you're looking at I guess the government sector in terms of IntentKey?

Without sounding cliché, it's government, and the procurement process is long and tedious, and there are intermediaries involved. We fully expect for that business that contract's been signed, the money hasn't been released.

It's a workforce recruitment thing. The government's dealing with workforce issues all over the map.

They're getting their priorities so that when we go into our pilot phase, which is substantial, that we're focused against their priority jobs that they need to fill within workforce. That's about as much as I can say.

We don't see that business right now being at risk; it's just taking a long time.

That's helpful. Just one more follow-up to that if I may.

Contract's been signed, but no revenue's been recognized from that contract yet. I guess it's dry powder, if you will, assuming it does kick in at some point.

Is that fair?

That's accurate, Jack.

Great. Then just one more for Wally.

Hey, Wally.

Yep.

I guess as I wait for the 10-Q, just can you maybe help spell out the dollar amounts for each of those revenue segments in the quarter? I think legacy search down 80% is roughly about $4 million, and then that leaves audience modeling with about $3.6 million.

Is that about right?

You hit it right on the head, Jack.

All right, good. My math is still working out then.

Good to hear.

Then

just one more, Wally. From the capital that's come in from the recent financings, on a gross basis, is it $3 million that's still going to hit in the third quarter then from the common stock offering?

Yes. That's right.

That's the gross proceeds from the RDO, and we actually did that on July 1st, it's immediately at the beginning of the third quarter.

Okay. Excellent.

Great. That's it for me, guys.

Congrats again, Wally, on retirement, and thanks a lot, Rob. Appreciate it all.

Hop back in queue.

Thanks, Jack.

Hi, this is Kevin for Brian. Thanks for taking our questions.

First, could you provide some more detail into what Inuovo is doing to increase brand awareness?

Sure. Most of our profile is a result of what our guys are in the field doing and their go-to-market materials and how we approach thought leadership.

We've overhauled everything. The first wave of refreshed materials that are making its way into lunch and learns at agencies and within brand organizations is hitting this summer.

That's all been retooled. Our CRM systems all overhauled.

The website's been overhauled. I think I mentioned during my little update there, we're fanning out across all these key trade events where we'll have appointments set up day after day.

Right now, that's what the business affords us to do. I anticipate that we will amplify our story through other means in the months ahead.

That's right now while we're working our way through the new crew coming on and resetting the business, this is what we're able to do right now. We've got other plans.

Got it. Thank you.

Sorry if I missed, could you talk a little bit about how enterprises are responding to IntentKey and what are the sales cycles looking like, including the POCs?

Yeah. The sales cycles remain the same.

What I will say is we're getting the audiences. That's the first thing is getting access to those audiences.

We're getting those meetings. They're more receptive because the market, in effect, is turning our direction.

Because privacy-first or privacy by design, we've been beating that drum for a couple of years now because that's what we engineered several years ago to be ahead of this. The market now has caught up to us.

We're getting the meetings. They're more receptive to the story.

We get them on boarded. We go into this test-to-expansion mode, and hopefully that has a compounding effect in future quarters.

Our retention rates are terrific. You got to get those meetings.

Right now we're getting all the meetings and we've got a lot of tests lined up in the months ahead, so. They're higher profile brands with bigger budgets, even in test mode.

Again, they're not $10,000, $5,000 tests. They're $50,000, $70,000 tests that scale into that six-figure range, which become recurring, which on an annualized basis you can do the math.

That's the sales cycle. That's where we're at in our journey right now.

I'm really happy that we've upskilled the enterprise sales team to get these opportunities and convert more at an accelerated pace.

Got it. Thank you.

Then last question. In terms of the $6.2 million of restricted cash on balance sheet, can you walk through the release mechanics and what conditions or milestones free up that cash?

Sure. Of it, $1.2 million is Look, one of the reasons we keep it sitting there is that it costs a lot less than We have two notes, right?

The first note, A note, is at 9%, and that one we have taken down already. The B note, which is the $6.2 million that you're referring to, is at 5%.

We're going to take it down as we need it. We haven't drawn anything out of that note yet.

The first tranche would be $1.2 million, and when we're ready to pull that will be sometime probably in the fourth quarter, something like that. The remaining amount is subject to a number of milestones mostly revolving around redemptions and our ability to make redemptions.

Got it. Thank you for taking our questions.

Thanks, Kevin.

Thank you very much. Rob, I just wanted to ask, what is now the break-even for Inuovo?

I know that Rich was saying for a little while about it being around $100 million. Is that changed, and without the other side of the business in play as much, or what are your thoughts on that?

You kind of have to recalibrate all of your thinking because that legacy search business is what was driving us towards that $100 million milestone. That's future.

IntentKey is our primary growth driver. That side of the business starts to become cash neutral to cash positive in the mid-20s kind of a range.

We'd love to find our way to that mark at some point in 2027.

Okay. How many brands are currently spending money with Inuovo?

I know they're all at different levels with where they're at, but I remember we had that number on some past calls, and I haven't had an update on that.

I don't have those off the top of my head, Michael. I think we onboarded 88 new clients last year.

Specifically, there's a number along those lines, and we're keeping at that pace. Some are smaller, some have some carryover from last year because we retain them.

What we're driving toward are juicier contracts with bigger brands with recurring revenue in the six-figure kind of range that builds quarter-over-quarter. I don't have those numbers at my fingertips right now.

No,

no, that's okay. Appreciate it.

Love all the moves, and congratulations on your retirement, Wally.

Thank you, Michael.

Thanks, Michael.

I just want to thank everyone before joining us today. Thanks for your patience as we go through this transition.

Again, I really want to sincerely thank Wally for his years of dedication and I wish him all the best in his retirement. I look forward to bringing on our new President and CFO, which will be really soon.

You'll meet him at our next quarterly meeting, if not sooner. Thank you, everyone.