Note 6 – Debt

Credit Facility

We maintained a Financing and Security Agreement with SLR Digital Finance LLC ("SLR"), effective July 30, 2024, providing for borrowings of up to 90% of eligible accounts receivable, up to a $10 million maximum commitment. The outstanding balance was $3,288,101 as of December 31, 2025. On June 29, 2026, in connection with entering into the Note Purchase Agreement described below, we repaid any then-outstanding balance and terminated the Financing Agreement. In connection with this termination, during the three and six months ended June 30, 2026, we recognized a loss on extinguishment of $250,386 in other expense. As of June 30, 2026, we have no obligations and no further borrowing availability under this facility.

Convertible Note

On January 14, 2026, we issued a subordinated convertible note with an aggregate principal amount of approximately $3.3 million (10% original issue discount, $3.0 million gross proceeds), accounted for under the fair value option (ASC 825-10). The note called for four equal quarterly principal installments of $833,333, plus accrued interest, the first of which was paid on March 31, 2026. On June 29, 2026, in connection with entering into the Note Purchase Agreement described below, we repaid the note in full for total cash consideration of $2,835,000, consisting of $2,500,000 of remaining principal, $66,667 of accrued interest, and $268,333, representing a make-whole payment and an early termination fee. Changes in fair value of $620,315 and $601,666 for the three and six months ended June 30, 2026, respectively, are included in other income (expense) within the condensed consolidated statements of operation. As of June 30, 2026, the note is no longer outstanding.

Streeterville Notes

On June 29, 2026, we entered into a Note Purchase Agreement with Streeterville, pursuant to which we issued the A-1 Note and the B Note (the B Note, together with the A-1 Note and any additional A Notes, the "Notes"), for aggregate gross proceeds of $10 million. The A-1 Note bears interest at 9% per annum and carries a $342,000 original issue discount; the B Note bears interest at 5% per annum and carries no original issue discount. Both Notes mature 24 months from issuance.

We used a portion of the A-1 Note proceeds to repay and terminate the Financing Agreement and to repay and extinguish the convertible note, each as described above. The $6.2 million of B Note proceeds were deposited into a deposit account held by our wholly-owned subsidiary, INUV Holdings, LLC, subject to a DACA in favor of Streeterville; see Note 5 – Restricted Cash.

The Notes are secured by substantially all of our assets, including our intellectual property, and are guaranteed by our subsidiaries. Streeterville has the right, beginning nine months after issuance, to redeem up to $750,000 per month under the A-1 Note at its sole discretion (the "Monthly Redemption" right); the B Note carries no Monthly Redemption right. Beginning six months after issuance, Streeterville may redeem amounts under either Note if our common stock trades at a specified premium to a defined minimum price (the "Limited Redemption" right). We have the right to exchange up to $1,000,000 of the B Note into an A Note for every $2,000,000 reduction in the A Notes balance, and a separate right to exchange $1,200,000 of the B Note upon completion of a qualifying equity offering by July 31, 2026, in each case with a corresponding release of funds from the deposit account described above.

Because Streeterville's Monthly Redemption right becomes exercisable within twelve months of the balance sheet date, we have classified $3,337,000 of the A-1 Note as a current liability, with the remaining $6,405,000 of Notes payable, net, classified as non-current.

Maximum potential redemptions under the Notes over the next several years, assuming Streeterville exercises the Monthly Redemption right at its full permitted pace, are as follows:

The table above reflects the maximum amount Streeterville could elect to redeem under the Monthly Redemption right if exercised at the full permitted pace each month; actual redemptions are at Streeterville's sole discretion and may be less than the maximum, or accelerated further through the Limited Redemption right described above, which is contingent on our common stock trading at a specified premium and is not readily estimable. The Notes require no other scheduled principal payments prior to the contractual maturity date in June 2028.

Discount Allocation

The unamortized original issue discount related to the A-1 Note ($342,000 face) has been allocated between current and non-current Notes payable, consistent with the current/non-current classification of the underlying principal and will be amortized to interest expense over the term of the debt.