Inuvo (INUV) 10-K11 Feb 212020 FY Annual reportFinancial data

Company Profile

Cover Page

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2020	Feb. 05, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-32442
Entity Registrant Name	INUVO, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	87-0450450
Entity Address, Address Line One	500 President Clinton Ave.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Little Rock
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72201
City Area Code	501
Local Phone Number	205-8508
Title of 12(b) Security	Common Stock
Trading Symbol	INUV
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 34.2
Entity Common Stock, Shares Outstanding (in shares)		118,515,644
Documents Incorporated by Reference	List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2021, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates.
Entity Central Index Key	0000829323
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 7,890,665	$ 372,989
Accounts receivable, net of allowance for doubtful accounts of $209,667 and $225,000, respectively	6,227,610	7,529,785
Prepaid expenses and other current assets	413,435	243,888
Total current assets	14,531,710	8,146,662
Property and equipment, net	1,187,061	1,374,152
Other assets
Goodwill	9,853,342	9,853,342
Intangible assets, net of accumulated amortization	8,586,089	10,451,593
Right of use assets - operating lease	606,573	756,115
Right of use assets - finance lease	395,910	88,178
Other assets	20,886	20,886
Total other assets	19,462,800	21,170,114
Total assets	35,181,571	30,690,928
Current liabilities
Accounts payable	4,048,260	7,520,567
Accrued expenses and other current liabilities	4,216,448	3,614,433
Lease liability - operating lease	217,671	362,130
Lease liability - finance lease	246,793	80,777
Derivative liability	0	182,250
Convertible promissory notes, current portion (net)	0	536,806
Financed receivables	0	3,381,364
Total current liabilities	8,729,172	15,678,327
Long-term liabilities
Deferred tax liability	107,000	107,000
Lease liability - operating lease	388,902	394,889
Lease liability - finance lease	93,426	0
Other long-term liabilities	573,957	57,162
Total long-term liabilities	1,163,285	559,051
Stockholders’ equity
Preferred stock, $.001 par value: Authorized shares - 500,000 - none issued and outstanding	0	0
Common stock, $.001 par value: Authorized shares 100,000,000; issued shares 98,035,829 and 52,222,538 respectively; Authorized shares 100,000,000; issued and outstanding shares 98,035,829 and 51,846,011, respectively	98,036	52,223
Additional paid-in capital	161,541,448	144,843,687
Accumulated deficit	(136,350,370)	(129,045,801)
Treasury stock, at cost - — and 376,527 shares, respectively	0	(1,396,559)
Total stockholders' equity	25,289,114	14,453,550
Total liabilities and stockholders' equity	$ 35,181,571	$ 30,690,928

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Assets
Allowance for doubtful accounts	$ 209,667	$ 225,000
Stockholders Equity
Preferred stock par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock shares authorized (in shares)	500,000	500,000
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock shares authorized (in shares)	100,000,000	100,000,000
Common stock shares issued (in shares)	98,035,829	98,035,829
Common stock shares outstanding (in shares)	52,222,538	51,846,011
Treasury stock (in shares)	0	376,527

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net revenue	$ 44,640,007	$ 61,525,214
Cost of revenue	8,296,483	22,700,873
Gross profit	36,343,524	38,824,341
Operating expenses
Marketing costs (Traffic Acquisition Costs-TAC)	27,410,284	30,135,991
Compensation	9,350,831	7,753,528
Selling, general and administrative	7,630,990	8,673,015
Total operating expenses	44,392,105	46,562,534
Operating loss	(8,048,581)	(7,738,193)
Interest expense, net	(253,505)	(482,210)
Other income, net	997,517	3,397,902
Loss from continuing operations before taxes	(7,304,569)	(4,822,501)
Income tax benefit	0	334,394
Net loss	$ (7,304,569)	$ (4,488,107)
Per common share data: Basic and Diluted
Net loss (in usd per share)	$ (0.09)	$ (0.11)
Net loss (in usd per share)	$ (0.09)	$ (0.11)
Weighted average shares
Basic (in shares)	77,473,479	40,454,779
Diluted (in shares)	77,473,479	40,454,779

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock	Additional Paid in Capital	Accumulated Deficit	Treasury Stock
Beginning Balance (in shares) at Dec. 31, 2018		32,381,290
Beginning Balance at Dec. 31, 2018	$ 12,946,015	$ 32,759	$ 138,867,509	$ (124,557,694)	$ (1,396,559)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4,488,107)			(4,488,107)
Stock-based compensation	789,914		789,914
Stock issued for vested restricted stock awards (in shares)		765,429
Stock issued for vested restricted stock awards	0	$ 765	(765)
Sale of common stock (in shares)		15,812,500
Sale of common stock	4,414,123	$ 15,812	4,398,311
Shares withheld for taxes on vested restricted stock	(45,565)		(45,565)
Convertible Note Conversion (in shares)		2,886,792
Convertible Note Conversion	837,170	$ 2,887	834,283
Ending Balance (in shares) at Dec. 31, 2019		51,846,011
Ending Balance at Dec. 31, 2019	14,453,550	$ 52,223	144,843,687	(129,045,801)	(1,396,559)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(7,304,569)			(7,304,569)
Stock-based compensation	858,683		858,683
Cancellation of treasury stock	0	$ (376)	(1,396,183)		1,396,559
Stock issued for vested restricted stock awards (in shares)		1,020,882
Stock issued for vested restricted stock awards	0	$ 1,020	(1,020)
Shares withheld for taxes on vested restricted stock	(74,550)		(74,550)
Convertible Note Conversion (in shares)		3,000,000
Convertible Note Conversion	923,810	$ 3,000	920,810
Sale of common stock (in shares)		42,168,936
Sale of common stock	16,432,190	$ 42,169	16,390,021
Ending Balance (in shares) at Dec. 31, 2020		98,035,829
Ending Balance at Dec. 31, 2020	$ 25,289,114	$ 98,036	$ 161,541,448	$ (136,350,370)	$ 0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Operating activities:
Net loss	$ (7,304,569)	$ (4,488,107)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness	(1,109,000)	0
Contract cancellation	(1,260,978)	0
Gain on merger termination	0	(3,766,667)
Loss on extinguishment of convertible debt	65,700	193,179
Deferred income taxes	0	(334,394)
Depreciation and amortization	3,237,930	3,245,192
Amortization of Right of Use Assets	367,981	177,193
Mark to market fair value of derivative	102,664	(78,913)
Stock based compensation	858,683	789,914
Amortization of financing fees	11,092	59,245
(Recovery)/Provision for doubtful accounts	(15,333)	161,273
Amortization of OID interest expense	13,167	119,167
Amortization of debt discount	18,286	168,105
Third party rights agreement	(78,762)	0
Change in operating assets and liabilities:
Accounts receivable	1,317,508	(973,522)
Prepaid expenses, unbilled revenue and other assets	(175,702)	20,893
Accounts payable	(2,271,578)	(1,978,974)
Accrued expenses and other liabilities	623,576	1,348,033
Net cash used in operating activities	(5,599,335)	(5,338,383)
Investing activities:
Purchases of equipment and capitalized development costs	(1,185,335)	(1,194,164)
Net cash used in investing activities	(1,185,335)	(1,194,164)
Financing activities:
Proceeds from sale of common stock, net of expenses	16,432,190	4,349,123
Proceeds from PPP and SBA loans	1,258,900	0
Proceeds from ValidClick licensing agreement	500,000	0
Proceeds from financed receivables	0	1,521,511
Proceeds from convertible promissory note	0	1,200,000
Payments on note payable	0	(250,000)
Net proceeds on revolving line of credit	(3,381,364)	0
Payments on finance/capital leases	(432,830)	(198,960)
Net taxes paid on RSU grants exercised	(74,550)	(45,565)
Prepaid financing fees	0	(24,529)
Shareholder settlement	0	125,000
Net cash provided by financing activities	14,302,346	6,676,580
Net change – cash	7,517,676	144,033
Cash, beginning of year	372,989	228,956
Cash, end of year	7,890,665	372,989
Supplemental information:
Interest paid	207,213	421,860
Conversion of debt to common stock	923,810	765,000
Assets purchased under finance lease obligations	547,303	0
Assets purchased under operating lease obligations	249,595
Debt conversion and related activities	0	837,170
Adoption of ASC 842-old capital leases	0	263,580
Adoption of ASC 842	0	1,173,946
ReTargeter assets	0	2,575,000
Derecognition of derivative in exchange for common stock	$ 0	$ 72,170

Organization and Business

Organization and Business	12 Months Ended
Organization and Business	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business Company Overview Inuvo is a technology company that develops and sells information technology solutions for marketing. These platforms predictively identify and message online audiences for any product or service across devices, channels and formats, including video, mobile, connected TV, display, social and native. These capabilities allow Inuvo's clients to engage with their customers and prospects in a manner that drives engagement from the first contact with the consumer. Inuvo facilitates the delivery of hundreds of millions of marketing messages to consumers every single month and counts among its clients, numerous world- renowned names in industries that have included retail, automotive, insurance, health care, technology, telecommunications and finance. The Inuvo solution incorporates a proprietary form of artificial intelligence, or AI, branded the IntentKey. This sophisticated machine learning technology uses interactions with Internet content as a source of information from which to predict consumer intent. The AI includes a continually updated database of over 500 million machine profiles which Inuvo utilizes to deliver highly aligned online audiences to its clients. Inuvo earns revenue when consumers view or click on its client’s messages. The Inuvo business scales through account management activity with existing clients and by adding new clients through sales activity. As part of the Inuvo technology strategy, it owns a collection of websites including alot.com and earnspendlive.com, where Inuvo creates content in health, finance, travel, careers, auto, education and living categories. These sites provide the means to test the Inuvo technologies, while also delivering high quality consumers to clients through the interaction with proprietary content in the form of images, videos, slideshows and articles. There are many barriers to entry associated with the Inuvo business model, including a proficiency in large scale information processing, predictive software development, marketing data products, analytics, artificial intelligence, integration to the internet of things (IOT), and the relationships required to execute within the IOT. Inuvo's intellectual property is protected by 18 issued and seven pending patents. Mergers Termination On June 20, 2019, Inuvo entered into an Agreement and Plan of Merger Termination Agreement (the “Merger Termination Agreement”) with ConversionPoint Technologies Inc., a Delaware corporation (“CPT”), ConversionPoint Holdings, Inc., a Delaware corporation (“Parent”), CPT Merger Sub, Inc., a Delaware corporation, (“CPT Merger Sub”), and CPT Cigar Merger Sub, Inc., a Nevada corporation (“Inuvo Merger Sub”), which, among other things, (1) terminated the Agreement and Plan of Merger, dated November 2, 2018, by and among Inuvo, CPT, Parent, CPT Merger Sub, and Inuvo Merger Sub, as amended (the “Merger Agreement”), pursuant to which Inuvo would have merged with and into Inuvo Merger Sub and become a wholly-owned subsidiary of Parent, and CPT would have merged with and into CPT Merger Sub and become a wholly-owned subsidiary of Parent (the “Mergers”), and (2) terminated each of the Support Agreements that were entered into by certain officers and directors of Inuvo and the parties to the Merger Agreement. The Merger Agreement was terminated as a result of Parent’s inability to fulfill the closing condition of the Mergers that Parent raise $36,000,000 in gross proceeds from an equity, debt, or equity-linked offering of its securities which no longer obligated Inuvo to consummate the Mergers contemplated by the Merger Agreement. Concurrently with the execution of the Merger Termination Agreement, CPT Investments, LLC, a California limited liability company and an affiliate of CPT (“CPT Investments”), and Inuvo entered into a certain Inuvo Note Termination Agreement (the “Note Termination Agreement”) and agreed to (1) terminate and cancel the 10% Senior Unsecured Subordinated Convertible Promissory Note, dated November 1, 2018, executed by Inuvo in favor of CPT Investments (the “CPTI Note”), which as of June 20, 2019, had $1,063,288 in accrued principal and interest outstanding (the “Outstanding Indebtedness”) by July 20, 2019, (2) effective immediately, terminate all conversion rights under the CPTI Note to convert amounts outstanding into shares of Inuvo’s common stock, (3) terminate the Securities Purchase Agreement, dated November 1, 2018, by and between Inuvo and CPT Investments, and (4) terminate the Registration Rights Agreement, dated November 1, 2018, by and between Inuvo and CPT Investments. The Merger Termination Agreement provided that the termination fee of $2,800,000 to be paid to Inuvo (the “Termination Fee”) for failure to fulfill the Financing Condition would be satisfied as follows: (1) $1,063,288 of the Termination Fee was satisfied in consideration of the termination and cancellation of the Outstanding Indebtedness pursuant to the CPTI Note Termination Agreement that was approved by CPT’s senior lenders Montage Capital II, L.P. and Partners for Growth IV, L.P. and CPT’s issuance of a replacement note to CPT Investments that was entered into in July 2019; (2) $1,611,712 of the Termination Fee was satisfied by CPT transferring all of the assets related to CPT’s programmatic and RTB advertising solutions business conducted through managed services and a proprietary SaaS solution free and clear of all liabilities, encumbrances, or liens, to Inuvo. The enterprise valuation of the ReTargeter Business was determined to be $2.57 million. (3) CPT paid $125,000 to Inuvo on September 15, 2019 to be contributed to the settlement of ongoing litigation with respect to the Mergers. On September 30, 2019, Inuvo paid its obligation of $250,000 under a confidential settlement agreement that it entered into on June 20, 2019 resolving certain outstanding litigation related to the Mergers. Under the Merger Termination Agreement, CPT and Inuvo agreed to mutually release all claims that each party had against the other, as well as certain affiliated entities of each. Inuvo, however, will be able to pursue any claims against CPT and its affiliates for breaches of the Merger Termination Agreement. Liquidity The change in operating assets and liabilities during 2020 was a use of cash of $5,599,335 primarily due to a net loss of $7,304,569, a decrease in the accounts payable balance by $2,271,578, partially offset with the decrease in the accounts receivable balance of $1,317,508 and the increase in accrued expenses and other liabilities balance by $623,576. Our terms are such that we generally collect receivables prior to paying trade payables. Media sales typically have slower payment terms than the terms of related payables. Our principal sources of liquidity are the sale of our common stock, our borrowings under our credit facility with Hitachi, described in Note 6, and borrowings from non-bank financial institutions (see Note 7). During March 2020 and April 2020, we raised approximately $1.5 million in gross proceeds, before expenses, through sales of our common stock and in April 2020 we received a $1.1 million PPP Loan. On June 8, 2020, we raised an additional $5.5 million in gross proceeds, before expenses, through the sale of our common stock and on July 27, 2020, we raised an additional $10.75 million in gross proceeds, before expenses, through sales of our common stock. On January 19, 2021, we raised an additional $8.0 million in gross proceeds, before expenses, through the sale of our common stock, and on January 22, 2021, we raised an additional $6.25 million in gross proceeds, before expenses, through sales of our common stock. In April 2020, the Company experienced a significant reduction in advertiser marketing budgets across both the ValidClick and IntentKey platforms as a direct consequence of COVID-19. These reductions have adversely impacted our overall revenue throughout 2020. We are unable at this time to quantify the ultimate long-term impact on our company. As a result, in May 2020 and June 2020 we implemented a temporary compensation change for senior officers and employees. Certain employees with salaries in excess of $100,000 per year had forgone a percentage of their salary. We have curtailed expenses, including compensation and travel for the months of May and June, and we issued a work from home policy to protect our employees and their families from virus transmission associated with co-workers. As a result of this uncertainty we are focusing our resources on areas we believe have immediate revenue potential and attempting to reduce expenses where necessary with as little disruption on our daily operations as possible. Should revenues continue to turn downwards or fail to return to historical levels, we may not be able to offset expenses quickly enough. On October 7, 2020, we held a Special Meeting of Stockholders for the purpose of approving and adopting the ratification and validation of the amendment to our articles of incorporation to increase the number of authorized shares of common stock that we may issue from 60,000,000 to 100,000,000. The proposal was approved. On December 16, 2020, stockholders approved an amendment to our articles of incorporation increasing the number of authorized shares of common stock, $0.001 par value per share from 100,000,000 to 150,000,000. Revisions of Previously Issued Consolidated Financial Statements

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation - The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Cash and cash equivalents - Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Revenue recognition - Most of our revenue is generated through clicks on advertisements presented on our properties or those of our partners. We recognize revenue from clicks in the period in which the click occurs. Payments to partners who display advertisements on our behalf are recognized as cost of revenue. Revenue from data sales and commissions is recognized in the period in which the transaction occurs and the other revenue recognition criteria are met. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We also recognize revenue from serving impressions when we complete all or a part of an order from an advertiser. The revenue is recognized in the period that the impression is served. The below table is the proportion of revenue that is generated through advertisements on our ValidClick and IntentKey platforms: For the Years Ended December 31, 2020 2019 ValidClick Platform $ 34,233,638 76.7% $ 53,006,638 86.2% IntentKey Platform 10,406,369 23.3% 8,518,576 13.8% Total $ 44,640,007 100.0% $ 61,525,214 100.0% Accounts receivable - Accounts receivable consists of trade receivables from customers. We record accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. Marketing costs - Marketing costs or Traffic Acquisition Costs ("TAC") include the purchase of sponsored listings from search engines and is our primary method of attracting consumers to our owned and operated applications and websites. We expense these costs as incurred and present them as a separate line item in operating expenses in the consolidated statements of operations. Property and equipment - Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major renewals and improvements are capitalized while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of assets sold or retired and the related accumulated depreciation are eliminated from accounts and the net gain or loss is reflected as an operating expense in the consolidated statements of operations. Property and equipment are depreciated on a straight-line basis over three years for equipment, five two Capitalized Software Costs - We capitalize certain costs related to internally developed software and amortize these costs using the straight-line method over the estimated useful life of the software, generally two years. We do not sell internally developed software. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 Internal-Use Software , are expensed as incurred. Goodwill - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, we perform our annual goodwill impairment test by comparing the fair value of our reporting unit with its carrying amount. We generally determine the fair value of our reporting unit using the income approach methodology of valuation that includes the undiscounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount it exceeds fair value is equivalent to the amount of impairment loss. We determined there was no impairment of goodwill during 2020 and 2019. See Note 5, Intangible Assets and Goodwill, for more information. Intangible Assets - We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. We also acquire intangible assets outside of acquisitions and record them at their fair value and amortize them over their estimated useful lives. We recorded no impairment of intangible assets during 2020 or 2019. In 2019, we recorded $2.57 million in intangible assets from the CPT Merger Termination Agreement. An independent valuation of the assets was performed to determine the carrying value of the assets listed above. See Note 1 - Organization and Business. See Note 5, Intangible Assets and Goodwill, for more information. Income taxes - We utilize the liability method of accounting for income taxes as set forth in ASC 740 , Income Taxes (“ASC 740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we must project future levels of taxable income. We examine evidence related to the history of taxable losses or income, the economic conditions in which we operate, organizational characteristics, our forecasts and projections, as well as factors affecting liquidity. All our deferred tax assets and liabilities are recorded as long-term assets and liabilities in the consolidated balance sheets. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation for a significant portion of the net deferred tax assets as of December 31, 2020 and 2019. We have adopted certain provisions of ASC 740. This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. ASC 740 prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Impairment of long-lived assets - In accordance with ASC 360 , Property, Plant and Equipment , long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount to future undiscounted cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value. Stock-based compensation - We value stock compensation based on the fair value recognition provisions ASC 718 , Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period. The fair value of restricted stock awards is based on the market price of our common stock on the date of the grant. To value stock option awards, we use the Black-Scholes-Merton option pricing model. This model involves assumptions including the expected life of the option, stock price volatility, risk-free interest rate, dividend yield and exercise price. We recognize compensation expense in earnings over the requisite service period, applying a forfeiture rate to account for expected forfeitures of awards. See Note 13, Stock-Based Compensation, for further details on our stock awards. Government Grant - During the first quarter of 2013, we received a grant from the state of Arkansas to relocate our corporate headquarters to Conway, AR. We recognized the grant funds into income as a reduction of the related expense in the period in which those expenses were recognized. We deferred grant funds related to capitalized costs and classified them as current or long-term liabilities on the balance sheet according to the classification of the associated asset. As of December 31, 2020, there were 38 employees in Arkansas, twelve employees under the required 50. As such, we recorded a contingent liability $60,000. As of December 31, 2019, there were 33 employees in Arkansas, seventeen employees under the required 50. As such, we recorded a contingent liability $85,000. Treasury Stock - The cost method was used in recording the purchase of the treasury stock. Treasury stock changes as a result of common stock we acquire in the market. On July 14, 2020, our Board of Directors authorized the cancellation of 376,527 shares of treasury stock. Earnings per share - During the periods presented, we had securities that could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. We reported a net loss for 2020 and 2019 and therefore, shares associated with stock options, restricted stock and convertible debt are not included because they are anti-dilutive. Basic and diluted net loss per share is the same for all periods presented. Operating segments - In accordance with ASC 280 - Segment reporting , segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and accounts receivable, which are generally not collateralized. Our policy is to place our cash with high credit, quality financial institutions in order to limit the amount of credit exposure. Our cash deposits exceed FDIC limits. We do not require collateral from our customers, but our credit extension and collection policies include monitoring payments and aggressively pursuing delinquent accounts. We maintain allowances for potential credit losses. Customer concentrations - At December 31, 2020, we had two individual customers with accounts receivable balances greater than 10% of the gross accounts receivable. These customers combined owed approximately 35.4% of our gross accounts receivable balance as of December 31, 2020. The same two customers accounted for 60.5% of our revenue for the year ended December 31, 2020. In 2019, we had two individual customers with accounts receivable balances greater than 10% of the gross accounts receivable. These customers combined owed approximately 60.0% of our gross accounts receivable balance as of December 31, 2019. The same two customers accounted for 78.5% of our revenue for the year ended and December 31, 2019. Use of estimates - The preparation of financial statements, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. We regularly evaluate estimates and assumptions related to allowances for doubtful accounts, goodwill and purchased intangible asset valuations, valuation of long-lived assets, income tax valuation allowance and derivative liability. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material. Litigation and settlement costs - From time to time, we are involved in disputes, litigation and other legal actions. In accordance with ASC 450 , Contingencies , we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred as of the date of the consolidated financial statements and (ii) the range of loss can be reasonably estimated. Additional accounting pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of- use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new standard effective January 1, 2019 on a modified retrospective basis and did not restate comparative periods. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $1.2 million and finance leases of approximately $265,000, respectively, on January 1, 2019. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In January 2019, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements. We will perform future goodwill impairment tests according to ASU 2017-04. Recent Accounting Pronouncements Not Yet Adopted In June 2016, (FASB) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward- looking expected credit loss model which will result in earlier recognition of credit losses. On November 15, 2019, the FASB delayed the effective date certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. Reclassifications Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts	12 Months Ended
Allowance for Doubtful Accounts	Dec. 31, 2020
Allowance for Doubtful Accounts [Abstract]
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts The activity in the allowance for doubtful accounts was as follows during the years ended December 31, 2020 and 2019: 2020 2019 Balance at the beginning of the year $ 225,000 $ 63,727 Provision for bad debts 135,000 189,441 Charge-offs (150,333) (28,168) Balance at the end of the year $ 209,667 $ 225,000

Property and Equipment

Property and Equipment	12 Months Ended
Property and Equipment	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment The net carrying value of property and equipment at December 31, 2020 and 2019 was as follows: 2020 2019 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,052,199 1,025,357 Software 11,475,683 10,309,298 Leasehold improvements 421,016 421,016 Subtotal $ 13,242,050 $ 12,048,823 Less: accumulated depreciation and amortization (12,054,989) (10,674,671) Total $ 1,187,061 $ 1,374,152

Intangible Assets and Goodwill

Intangible Assets and Goodwill	12 Months Ended
Intangible Assets and Goodwill	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Goodwill	Intangible Assets and Goodwill The following is a schedule of intangible assets and goodwill as of December 31, 2020: Term Carrying Accumulated Amortization and Impairment Net Carrying Value 2020 Customer list, Google 20 years $ 8,820,000 $ (3,895,500) $ 4,924,500 $ 441,000 Technology 5 years 3,600,000 (2,820,000) 780,000 720,000 Customer list, ReTargeter (2) 5 years 1,931,250 (547,188) 1,384,062 386,250 Customer list, all other 10 years 1,610,000 (1,422,202) 187,798 161,004 Brand name, ReTargeter (2) 5 years 643,750 (182,396) 461,354 128,750 Customer relationships 20 years 570,000 (111,625) 458,375 28,500 Trade names, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (8,978,911) $ 8,586,089 $ 1,865,504 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — The following is a schedule of intangible assets and goodwill as of December 31, 2019: Term Carrying Accumulated Amortization Net Carrying Value 2019 Customer list, Google 20 years $ 8,820,000 $ (3,454,500) $ 5,365,500 $ 441,000 Technology 5 years 3,600,000 (2,100,000) 1,500,000 720,000 Customer list, ReTargeter (2) 5 years 1,931,250 (160,938) 1,770,312 160,938 Customer list, all other 10 years 1,610,000 (1,261,198) 348,802 161,004 Brand name, ReTargeter (2) 5 years 643,750 (53,646) 590,104 53,646 Customer relationships 20 years 570,000 (83,125) 486,875 28,500 Tradenames, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (7,113,407) $ 10,451,593 $ 1,565,088 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — ___________ (1) The trade names related to our web properties have an indefinite life, and as such are not amortized. (2) We recorded $2.57 million in intangible assets from the CPT Merger Termination Agreement. An independent valuation of the assets was performed to determine the carrying value of the assets listed above. See Note 1 - Organization and Business. Our amortization expense over the next five years and thereafter is as follows: 2021 $ 1,865,504 2022 1,071,294 2023 984,500 2024 769,917 2025 469,500 Thereafter 3,035,374 Total $ 8,196,089

Bank Debt

Bank Debt	12 Months Ended
Bank Debt	Dec. 31, 2020
Debt Disclosure [Abstract]
Bank Debt	Bank Debt The following table summarizes our outstanding bank debt balances: December 31, 2020 December 31, 2019 Financed receivables - 5.75 percent at December 31, 2019 (prime plus 1 percent) on invoice receivables; 6.75 percent at December 31, 2019 (prime plus 2 percent) on uninvoiced receivables — 3,381,364 Total $ — $ 3,381,364 On March 1, 2012, we entered into a Business Financing Agreement with Bridge Bank, which is now owned by Western Alliance Bank. The agreement provided us with a revolving credit line of up to $10 million which we used to help satisfy our working capital needs. On October 11, 2018, we entered into the Amended and Restated Financing Agreement with Western Alliance Bank which superseded the Business Financing Agreement, as amended. The material terms of the Amended and Restated Financing Agreement included financing eligible invoiced receivables at an advance rate of 85% and an interest rate of prime plus 1% and a sub-limit of up to $2.5 million of uninvoiced eligible receivables at an advance rate of 75% and an interest rate of prime plus 2%. The sub-limit provision expired at the end of April 2019. The Amended and Restated Financing Agreement included certain fees; a facility fee of $11,765 due at closing; an annual facility fee of 0.25% of the account balance due beginning on April 20, 2019; a monthly maintenance fee of 0.125% of the ending daily account balance; a $30,000 fee in lieu of a warrant; and $80,000 due upon termination of the agreement or repayment of our obligations under the agreement. The Amended and Restated Financing Agreement was secured by all of our assets. On April 30, 2019, under the terms of the Second Amendment, Western Alliance Bank agreed to extend the $2.5 million sub-limit provision of uninvoiced eligible receivables until the earlier of May 31, 2019 or three days after the closing of the Mergers, among other terms. On June 6, 2019, we entered into the Third Amendment to the Amended and Restated Financing. The Third Amendment provided that with respect to the eligible unbilled receivable sublimit of $2,500,000, which expired May 31, 2019 under the Amended and Restated Financing Agreement, that: (i) lender had no obligation to finance unbilled receivables but may do so in its discretion; and (ii) lender may terminate financing of unbilled receivables upon written notice. The Third Amendment also imposed an amendment fee of $2,000. The Business Financing Agreement expired and at December 31, 2020 there were no outstanding balances due. On March 12, 2020, we closed on the Loan and Security Agreement dated February 28, 2020 with Hitachi. Under the terms of the Loan and Security Agreement, Hitachi has provided us with a $5,000,000 line of credit commitment. We are permitted to borrow (i) 90% of the aggregate Eligible Accounts Receivable, plus (i) the lesser of 75% of the aggregate Unbilled Accounts Receivable or 50% of the amount available to borrow under (i), up to the maximum credit commitment. On March 12, 2020, we drew $5,000,000 under this agreement, using $2,959,573 of these proceeds to satisfy all of our obligations under the Western Alliance Bank credit agreement and the balance was used for working capital. Following the satisfaction of our obligations to Western Alliance Bank, all agreements with that entity have been terminated. We pay Hitachi a monthly interest at the rate of 2% in excess of the Wall Street Journal Prime Rate, with a minimum rate of 6.75% per annum, on outstanding amounts. The principal and all accrued but unpaid interest are due on demand. The Agreement contains certain affirmative and negative covenants to which we are subject. As of December 31, 2020, we were in compliance or obtained a waiver for these covenants. We agreed to pay Hitachi a commitment fee of $50,000, with one half due upon the execution of the agreement and the balance due six months thereafter. Thereafter, we are obligated to pay Hitachi a commitment fee of $15,000 annually. We are also obligated to pay Hitachi a quarterly service fee of 0.30% on the monthly unused amount of the maximum credit line. In addition to a $2,000 document fee we have paid to Hitachi, if we exit our relationship with Hitachi before March 1, 2022, we are obligated to pay Hitachi an exit fee of $50,000. At December 31, 2020 there were no outstanding balances due under the Loan and Security Agreement.

Convertible Promissory Note

Convertible Promissory Note	12 Months Ended
Convertible Promissory Note	Dec. 31, 2020
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 the Mergers associated with the government shut down. 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. The Calvary Notes are reported net of unamortized original issue discounts and initial value attributed to the bifurcated embedded conversion feature. Effective April 20, 2020, the Company and the holder of the remaining Calvary Notes due September 1, 2020 in the principal amount of $315,000 as modified under that certain Note Modification and Release Agreement effective November 11, 2019, agreed to amend the note to extend the maturity date to December 31, 2020 and reduce the conversion price to $0.175 per share. On April 21, 2020, the noteholder converted $200,000 principal amount due under the note into 1,142,857 shares of our common stock. On May 5, 2020, the noteholder converted the final $115,000 principal amount due under the note into 657,143 shares of our common stock, thereby satisfying the note in full. Consideration of Down Round Price Adjustment The Calvary Notes contained certain triggers that created adjustments to the conversion ratio, which provided down round protection to the holders. Because the conversion feature has been bifurcated as an embedded derivative and is marked to fair value at each reporting period, the actual occurrence of a trigger and the resulting adjustment to the conversion rate did not require any additional accounting treatment at the time of the price adjustment. Rather, the next fair value computation reflects the new terms of the conversion feature. On July 15, 2019, we closed on an underwritten public offering of 13,750,000 shares at an offering price of $0.30 per share. As a result, this triggered a corresponding adjustment to the conversion ratio in the Calvary Notes to $0.30. The fair value of the embedded derivative reflected these terms at December 31, 2019. Modifications/Extinguishment 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. Immediately prior to the conversion, the carrying value of the derivative was marked-to-market. Upon converting, the issued shares were recorded at their fair value of $0.29 per share. This resulted in a loss on extinguishment. Both the loss due to the marking to market and the loss on extinguishment totaling approximately $193,000 were recorded to other income, net. 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. The carrying value of the bifurcated derivative was marked-to-market immediately prior to the conversion. Upon conversion, the issued shares were recorded at their fair value. Both the loss due to the marked-to-market and loss on extinguishment of approximately $69,000 were recorded to other income, net. Upon the April 2020 conversion, we relieved a proportional amount ($200,000 of $315,000 or 63.49%) of the adjusted carrying values of bifurcated conversion option and the debt host, and recorded the issued shares at their fair value of $0.22 per share. This resulted in a gain on extinguishment of $9,258 and was recorded to other income, net.

Derivative Liability

Derivative Liability	12 Months Ended
Derivative Liability	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	Derivative Liability Derivative contracts are recorded at fair value under ASC 820 using quoted market prices and significant other observable inputs. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Inputs that are both significant to the fair value measurement and unobservable. At December 31, 2019, we recorded a derivative liability of $182,250 related to the modification and extinguishment of the convertible promissory note discussed in Note 7 - Convertible Promissory Note. In accordance with the guidance above, the fair value of the derivative liability is considered "Level 3."

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	12 Months Ended
Accrued Expenses and Other Current Liabilities	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current LiabilitiesAccrued expenses and other current liabilities consist of the following at December 31, 2020 and 2019: 2020 2019 Accrued marketing costs (TAC) $ 3,234,192 $ 2,200,014 Accrued expenses and other 440,578 1,152,267 Accrued commissions and payroll 423,373 115,707 Arkansas grant contingency 60,000 85,000 Accrued sales allowance 50,000 50,000 Accrued taxes, current portion 8,305 11,445 Total $ 4,216,448 $ 3,614,433

Other Long-Term Liabilities

Other Long-Term Liabilities	12 Months Ended
Other Long-Term Liabilities	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Other Long-Term Liabilities	Other Long-Term Liabilities Other long-term liabilities consist of the following at December 31, 2020 and 2019: 2020 2019 Deferred revenue 420,000 — SBA loan 149,900 — Deferred rent 4,057 57,162 Total $ 573,957 $ 57,162

Commitments

Commitments	12 Months Ended
Commitments	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments	CommitmentsIn March 2020, we entered into an agreement to allow a third party to license and use ValidClick technology. The agreement required a nonrefundable fee of $500,000 in March with subsequent fees as earned in later quarters. The $500,000 fee was recorded as deferred revenue in March 2020. We are committed to paying a monthly development royalty and marketing services fee when certain adjusted gross profit targets are achieved. For the year ended December 31, 2020, approximately $79,000 has been recognized as other income and approximately $420,000 as deferred revenue.

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes consists of the following at December 31, 2020 and 2019: 2020 2019 Current tax provision $ — $ — Deferred tax benefit — (334,394) Total tax benefit $ — $ (334,394) A reconciliation of the expected Federal statutory rate to our actual rate as reported for each of the periods presented is as follows: 2020 2019 Federal statutory rate 21 % 21 % State income tax rate, net of federal benefit — % 1 % Permanent differences 3 % (3 %) Change in valuation allowance (25 %) (12 %) — % 7 % Deferred Income Taxes Deferred income taxes are the result of temporary differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry-forwards. When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. The Company has no uncertain tax positions that require the Company to record a liability. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. We assess temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in the consolidated balance sheets. We evaluate the realizability of our deferred tax assets on a regular basis, an exercise that requires significant judgment. In the course of this evaluation we considered our recent history of tax losses, the economic conditions in which we operate, recent organizational changes and our forecasts and projections. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation allowance for a significant portion of the net deferred tax assets that may not be realized as of December 31, 2020 and 2019. The following is a schedule of the deferred tax assets and liabilities as of December 31, 2020 and 2019: 2020 2019 Deferred tax assets: Net operating loss carry forward $ 36,484,500 $ 32,742,350 Intangible assets 447,700 686,400 Accrued expense 211,600 223,100 Deferred rent 18,000 15,700 Allowance for doubtful accounts 58,800 61,700 Other 472,500 258,600 Subtotal 37,693,100 33,987,850 Less valuation allowance (35,848,400) (32,075,650) Total 1,844,700 1,912,200 Deferred tax liabilities: Intangible assets and property and equipment 1,449,900 1,989,800 Other 501,800 29,400 Total 1,951,700 2,019,200 Total deferred tax liabilities $ (107,000) $ (107,000) The net operating losses amounted to approximately $102,756,587 and expire beginning 2022 through 2037. Pursuant to Internal Revenue Service Code Section 382, the use of certain of the Company’s net operating loss carry forwards are limited due to a cumulative change in ownership. We are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2017 through 2019. Our state income tax returns are open to audit under the statute of limitations for the same periods.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
Stock-Based Compensation	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. During the 2020 and 2019 periods, we granted options and restricted stock units ("RSUs") from the 2010 Equity Compensation Plan (“2010 ECP”) and the 2017 Equity Compensation Plan (“2017 ECP”). The 2010 ECP expired by its terms in April 2020. Option and RSUs vesting periods are generally up to three years and/ or achieving certain financial targets. Compensation Expense We recorded stock-based compensation expense for all equity incentive plans of $858,683 and $789,914 for the years ended December 31, 2020 and 2019, respectively. Total compensation cost not yet recognized at December 31, 2020 was $20,122 to be recognized over a weighted-average recognition period of less than one year. Award Information and Activity On August 14, 2019, the Inuvo Nominating, Corporate Governance and Compensation Committee approved modifications to the outstanding RSU grants under the 2010 and 2017 ECP plans. The modifications include deeming the performance criteria for the performance based RSU grants with a measurement period based on June 30, 2019 as met and vested. In addition, any remaining RSU grants outstanding were modified to vest in three equal parts on August 19, 2019, January 1, 2020 and July 1, 2020 as long as the grantee is employed by Inuvo on the vesting date. On August 21, 2019 our board of directors adopted, subject to stockholder approval, an amendment to our 2017 ECP to increase in the number of shares reserved for issuance upon grants made under the plan by an additional 6,800,000 shares of our common stock. The stockholders approved the amendment to our 2017 ECP at the annual stockholders meeting on October 4, 2019. On January 1, 2020, in accordance with the plan provisions, the number of shares available for issuance under the 2017 and 2010 ECP plans were increased by 150,000 and 250,000 shares, respectively. The following table summarizes the stock grants outstanding under our 2010 ECP and 2017 ECP plans as of December 31, 2020: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2017 ECP — 972,860 1,485,473 6,791,667 9,250,000 2010 ECP () 9,500 957,666 4,084,095 — 5,051,261 Total 9,500 1,930,526 5,569,568 6,791,667 14,301,261 () Expired April 2020 The fair value of restricted stock units is determined using market value of the common stock on the date of the grant. The fair value of stock options is determined using the Black-Scholes-Merton valuation model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The forfeiture rate, which is estimated at a weighted average of 0% of unvested options outstanding, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. At December 31, 2020, the 2010 ECP plan had 9,500 outstanding options and all were exercisable with an aggregate intrinsic value of $0, a weighted average exercise price of $0.56 and a weighted average remaining contractual term of 1.5 years. The following table summarizes our stock option activity under the 2010 ECP plan during 2020: Options Weighted Average Exercise Price Outstanding, beginning of year 18,248 $ 1.74 Granted — $ — Forfeited, expired or cancelled 8,748 $ 3.01 Exercised — $ — Outstanding, end of year 9,500 $ 0.56 Exercisable, end of year 9,500 $ 0.56 No options were granted during 2020 or 2019. Expected volatility is based on the historical volatility of our common stock over the period commensurate with or longer than the expected life of the options. The expected life of the options is based on the vesting schedule of the option in relation to the overall term of the option. The risk free interest rate is based on the market yield of the U.S. Treasury Bill with a term equal to the expected term of the option awarded. We do not anticipate paying any dividends so the dividend yield in the model is zero. The following table summarizes our restricted stock unit activity for 2020: Restricted Stock Unit Weighted Average Fair Value Outstanding, beginning of year 2,568,951 $ 0.79 Granted 587,103 $ 0.44 Exercised 1,202,933 $ 0.31 Forfeited 22,595 $ 0.50 Outstanding, end of year 1,930,526 $ 0.28

Stockholders Equity

Stockholders Equity	12 Months Ended
Stockholders Equity	Dec. 31, 2020
Equity [Abstract]
Stockholders Equity	Stockholders Equity Earnings per Share During the 2020 and 2019, we generated a net loss from continuing operations and as a result, all of our shares are anti-dilutive. Treasury Stock On July 14, 2020, our Board of Directors authorized the cancellation of the 376,527 shares of treasury stock.

Retirement Plan Costs

Retirement Plan Costs	12 Months Ended
Retirement Plan Costs	Dec. 31, 2020
Retirement Benefits [Abstract]
Retirement Plan Costs	Retirement Plan Costs We provide a 401(k) plan to help our employees prepare for retirement where we matched each employee's contributions to the plan up to the first four of the employee's annual salary. The matching contribution for the year ended 2020 was $186,483. The employer match was suspended for 2019.

Leases

Leases	12 Months Ended
Leases	Dec. 31, 2020
Leases [Abstract]
Leases	Leases The Company has entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms ranging from two purchase the equipment. These operating and finance leases are listed as separate line items on the Company's December 31, 2020 and 2019 consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligations to make lease payments are also listed as a separate line items on the Company's December 31, 2020 and 2019 consolidated balance sheets. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $1.2 million and finance leases of approximately $265,000, respectively, on January 1, 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. As of December 31, 2020, total operating and financed right-of-use assets were $606,573 and $395,910, respectively. As of December 31, 2019, total operating and financed right-of-use assets were $756,115 and $88,178, respectively. As of December 31, 2019 the Company has entered into a short-term finance lease for equipment with a remaining term of twelve months or less and is included in the "Accrued expense and other current liabilities" section of the 2019 consolidated balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. For the years-ended December 31, 2020 and 2019, the Company recorded $367,981 and $177,193 in amortization expense related to finance leases. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating lease liabilities for are as follows: December 31, 2020 Cash paid for operating lease liabilities $ 362,366 Weighted-average remaining lease term 2.2 years Weighted-average discount rate 6.25 % December 31, 2019 Cash paid for operating lease liabilities $ 451,107 Weighted-average remaining lease term 2.0 years Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2020 2021 249,417 2022 246,527 2023 163,965 659,909 Less imputed interest (53,336) Total lease liabilities $ 606,573 Information related to the Company's financed lease liabilities are as follows: December 31, 2020 Cash paid for finance lease liabilities $ 589,504 Weighted-average remaining lease term 2.3 years Weighted-average discount rate 6.25 % December 31, 2019 Cash paid for finance lease liabilities $ 270,312 Weighted-average remaining lease term Less than one year Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2020 2021 260,970 2022 66,691 2023 31,366 359,027 Less imputed interest (18,808) Total lease liabilities $ 340,219
Leases	Leases The Company has entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms ranging from two purchase the equipment. These operating and finance leases are listed as separate line items on the Company's December 31, 2020 and 2019 consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligations to make lease payments are also listed as a separate line items on the Company's December 31, 2020 and 2019 consolidated balance sheets. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $1.2 million and finance leases of approximately $265,000, respectively, on January 1, 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. As of December 31, 2020, total operating and financed right-of-use assets were $606,573 and $395,910, respectively. As of December 31, 2019, total operating and financed right-of-use assets were $756,115 and $88,178, respectively. As of December 31, 2019 the Company has entered into a short-term finance lease for equipment with a remaining term of twelve months or less and is included in the "Accrued expense and other current liabilities" section of the 2019 consolidated balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. For the years-ended December 31, 2020 and 2019, the Company recorded $367,981 and $177,193 in amortization expense related to finance leases. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating lease liabilities for are as follows: December 31, 2020 Cash paid for operating lease liabilities $ 362,366 Weighted-average remaining lease term 2.2 years Weighted-average discount rate 6.25 % December 31, 2019 Cash paid for operating lease liabilities $ 451,107 Weighted-average remaining lease term 2.0 years Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2020 2021 249,417 2022 246,527 2023 163,965 659,909 Less imputed interest (53,336) Total lease liabilities $ 606,573 Information related to the Company's financed lease liabilities are as follows: December 31, 2020 Cash paid for finance lease liabilities $ 589,504 Weighted-average remaining lease term 2.3 years Weighted-average discount rate 6.25 % December 31, 2019 Cash paid for finance lease liabilities $ 270,312 Weighted-average remaining lease term Less than one year Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2020 2021 260,970 2022 66,691 2023 31,366 359,027 Less imputed interest (18,808) Total lease liabilities $ 340,219

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions On March 20, 2020, we sold an aggregate of 3,931,428 shares of our common stock at a purchase price of $0.175 per share to the five members of our Board of Directors in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. We received proceeds of $688,000 in this offering. The purchase price of the shares of our common stock sold in the offering exceeded the closing market price of our common stock on March 19, 2020, the trading day immediately preceding the day the binding Insider Subscription Agreements were executed by the purchasers. The purchasers were all accredited investors. We did not pay any commissions or finder’s fees, and we used the proceeds for general working capital. In June 2019, the Company entered into an agreement with First Orion Corp., which is partially owned by two directors and shareholders of Inuvo, to provide office space. The lease is for six-months commencing on July 1, 2019 and cost $60,000 which was prepaid in June 2019.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On January 7, 2021, we filed the Articles of Amendment to our Articles of Incorporation in the sate of Nevada increasing the number of authorized shares from 100,000,000 to 150,000,000. On January 19, 2021, we closed a registered direct offering of an aggregate of 13,333,334 shares of our common stock, at a price of $0.60 per share, for gross proceeds of $8,000,000, before deducting placement agent fees and other offering expenses. On January 22, 2021, we closed a registered direct offering of an aggregate of 5,681,817 shares of our common stock, at a price of $1.10 per share, for gross proceeds of $6,250,000, before deducting placement agent fees and commission and other offering expenses. On January 28, 2021, we paid off the SBA loan and related interest of $153,930. On February 1, 2021, our Little Rock, Arkansas lease was amended reducing the total office space to 7,831 square feet and adding an additional three years to the lease term. The lease is considered a lease modification under ASC Topic 842 - Leases

Revisions of Previously Issued

Revisions of Previously Issued Consolidated Year-End Financial Statements	12 Months Ended
	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Revisions of Previously Issued Consolidated Year-End Financial Statements	Revisions of Previously Issued Consolidated Year-End Financial Statements As described in Note 1, "Organization and Business," the following table sets forth the impact of an error correction on the Company’s consolidated financial statements as of and for the period ended December 31, 2019 by financial statement line item. Most of the deferred tax liabilities arose from the acquisition in 2012. The tax assets with definite lives should have been netted against the tax liabilities with definite lives as required by ASC 740 when evaluating the valuation allowance. Instead, both the tax assets and liabilities were maintained on a gross basis on the balance sheet and the tax assets were entirely offset with a valuation allowance. The effect of the error was deemed immaterial. December 31, 2019 Consolidated Balance Sheet Line Item As Previously Reported Adjustments As Revised Deferred tax liability $ 2,019,200 $ 1,912,200 $ 107,000 Accumulated deficit $ 130,958,001 $ (1,912,200) $ 129,045,801 December 31, 2018 Consolidated Balance Sheet Line Item As Previously Reported Adjustments As Revised Accumulated deficit $ 126,469,894 $ (1,912,200) $ 124,557,694

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation - The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents	Cash and cash equivalents - Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less.
Revenue recognition	Revenue recognition - Most of our revenue is generated through clicks on advertisements presented on our properties or those of our partners. We recognize revenue from clicks in the period in which the click occurs. Payments to partners who display advertisements on our behalf are recognized as cost of revenue. Revenue from data sales and commissions is recognized in the period in which the transaction occurs and the other revenue recognition criteria are met. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We also recognize revenue from serving impressions when we complete all or a part of an order from an advertiser. The revenue is recognized in the period that the impression is served. The below table is the proportion of revenue that is generated through advertisements on our ValidClick and IntentKey platforms: For the Years Ended December 31, 2020 2019 ValidClick Platform $ 34,233,638 76.7% $ 53,006,638 86.2% IntentKey Platform 10,406,369 23.3% 8,518,576 13.8% Total $ 44,640,007 100.0% $ 61,525,214 100.0%
Accounts receivable	Accounts receivable - Accounts receivable consists of trade receivables from customers. We record accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote.
Marketing costs	Marketing costs - Marketing costs or Traffic Acquisition Costs ("TAC") include the purchase of sponsored listings from search engines and is our primary method of attracting consumers to our owned and operated applications and websites. We expense these costs as incurred and present them as a separate line item in operating expenses in the consolidated statements of operations.
Property and equipment	Property and equipment - Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major renewals and improvements are capitalized while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of assets sold or retired and the related accumulated depreciation are eliminated from accounts and the net gain or loss is reflected as an operating expense in the consolidated statements of operations. five two
Capitalized Software Costs	Capitalized Software Costs - We capitalize certain costs related to internally developed software and amortize these costs using the straight-line method over the estimated useful life of the software, generally two years. We do not sell internally developed software. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 Internal-Use Software , are expensed as incurred.
Goodwill	Goodwill - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, we perform our annual goodwill impairment test by comparing the fair value of our reporting unit with its carrying amount. We generally determine the fair value of our reporting unit using the income approach methodology of valuation that includes the undiscounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount it exceeds fair value is equivalent to the amount of impairment loss.
Intangible Assets	Intangible Assets - We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. We also acquire intangible assets outside of acquisitions and record them at their fair value and amortize them over their estimated useful lives.
Income taxes	Income taxes - We utilize the liability method of accounting for income taxes as set forth in ASC 740 , Income Taxes (“ASC 740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we must project future levels of taxable income. We examine evidence related to the history of taxable losses or income, the economic conditions in which we operate, organizational characteristics, our forecasts and projections, as well as factors affecting liquidity. All our deferred tax assets and liabilities are recorded as long-term assets and liabilities in the consolidated balance sheets. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation for a significant portion of the net deferred tax assets as of December 31, 2020 and 2019. We have adopted certain provisions of ASC 740. This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. ASC 740 prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements.
Impairment of long-lived assets	Impairment of long-lived assets - In accordance with ASC 360 , Property, Plant and Equipment
Stock-based compensation	Stock-based compensation - We value stock compensation based on the fair value recognition provisions ASC 718 , Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period. The fair value of restricted stock awards is based on the market price of our common stock on the date of the grant. To value stock option awards, we use the Black-Scholes-Merton option pricing model. This model involves assumptions including the expected life of the option, stock price volatility, risk-free interest rate, dividend yield and exercise price. We recognize compensation expense in earnings over the requisite service period, applying a forfeiture rate to account for expected forfeitures of awards.
Government Grant	Government Grant- During the first quarter of 2013, we received a grant from the state of Arkansas to relocate our corporate headquarters to Conway, AR. We recognized the grant funds into income as a reduction of the related expense in the period in which those expenses were recognized. We deferred grant funds related to capitalized costs and classified them as current or long-term liabilities on the balance sheet according to the classification of the associated asset.
Treasury Stock	Treasury Stock - The cost method was used in recording the purchase of the treasury stock. Treasury stock changes as a result of common stock we acquire in the market.
Earnings per share	Earnings per share - During the periods presented, we had securities that could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. We reported a net loss for 2020 and 2019 and therefore, shares associated with stock options, restricted stock and convertible debt are not included because they are anti-dilutive. Basic and diluted net loss per share is the same for all periods presented.
Operating segments	Operating segments - In accordance with ASC 280 - Segment reporting
Concentration of credit risk	Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and accounts receivable, which are generally not collateralized. Our policy is to place our cash with high credit, quality financial institutions in order to limit the amount of credit exposure. Our cash deposits exceed FDIC limits. We do not require collateral from our customers, but our credit extension and collection policies include monitoring payments and aggressively pursuing delinquent accounts. We maintain allowances for potential credit losses.
Use of estimates	Use of estimates - The preparation of financial statements, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions
Litigation and settlement costs	Litigation and settlement costs - From time to time, we are involved in disputes, litigation and other legal actions. In accordance with ASC 450 , Contingencies
Additional accounting pronouncements	Additional accounting pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of- use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new standard effective January 1, 2019 on a modified retrospective basis and did not restate comparative periods. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $1.2 million and finance leases of approximately $265,000, respectively, on January 1, 2019. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In January 2019, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements. We will perform future goodwill impairment tests according to ASU 2017-04. Recent Accounting Pronouncements Not Yet Adopted In June 2016, (FASB) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward- looking expected credit loss model which will result in earlier recognition of credit losses. On November 15, 2019, the FASB delayed the effective date certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities.
Reclassifications	Reclassifications Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2020
Accounting Policies [Abstract]
Disaggregation of Revenue	The below table is the proportion of revenue that is generated through advertisements on our ValidClick and IntentKey platforms: For the Years Ended December 31, 2020 2019 ValidClick Platform $ 34,233,638 76.7% $ 53,006,638 86.2% IntentKey Platform 10,406,369 23.3% 8,518,576 13.8% Total $ 44,640,007 100.0% $ 61,525,214 100.0%

Allowance for Doubtful Accoun_2

Allowance for Doubtful Accounts (Tables)	12 Months Ended
Allowance for Doubtful Accounts (Tables)	Dec. 31, 2020
Allowance for Doubtful Accounts [Abstract]
Schedule of Accounts, Notes, Loans and Financing Receivable	The activity in the allowance for doubtful accounts was as follows during the years ended December 31, 2020 and 2019: 2020 2019 Balance at the beginning of the year $ 225,000 $ 63,727 Provision for bad debts 135,000 189,441 Charge-offs (150,333) (28,168) Balance at the end of the year $ 209,667 $ 225,000

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
Property and Equipment (Tables)	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Net Carrying value of Property and Equipment	The net carrying value of property and equipment at December 31, 2020 and 2019 was as follows: 2020 2019 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,052,199 1,025,357 Software 11,475,683 10,309,298 Leasehold improvements 421,016 421,016 Subtotal $ 13,242,050 $ 12,048,823 Less: accumulated depreciation and amortization (12,054,989) (10,674,671) Total $ 1,187,061 $ 1,374,152

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	12 Months Ended
Intangible Assets and Goodwill (Tables)	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets from Continuing Operations	The following is a schedule of intangible assets and goodwill as of December 31, 2020: Term Carrying Accumulated Amortization and Impairment Net Carrying Value 2020 Customer list, Google 20 years $ 8,820,000 $ (3,895,500) $ 4,924,500 $ 441,000 Technology 5 years 3,600,000 (2,820,000) 780,000 720,000 Customer list, ReTargeter (2) 5 years 1,931,250 (547,188) 1,384,062 386,250 Customer list, all other 10 years 1,610,000 (1,422,202) 187,798 161,004 Brand name, ReTargeter (2) 5 years 643,750 (182,396) 461,354 128,750 Customer relationships 20 years 570,000 (111,625) 458,375 28,500 Trade names, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (8,978,911) $ 8,586,089 $ 1,865,504 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — The following is a schedule of intangible assets and goodwill as of December 31, 2019: Term Carrying Accumulated Amortization Net Carrying Value 2019 Customer list, Google 20 years $ 8,820,000 $ (3,454,500) $ 5,365,500 $ 441,000 Technology 5 years 3,600,000 (2,100,000) 1,500,000 720,000 Customer list, ReTargeter (2) 5 years 1,931,250 (160,938) 1,770,312 160,938 Customer list, all other 10 years 1,610,000 (1,261,198) 348,802 161,004 Brand name, ReTargeter (2) 5 years 643,750 (53,646) 590,104 53,646 Customer relationships 20 years 570,000 (83,125) 486,875 28,500 Tradenames, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (7,113,407) $ 10,451,593 $ 1,565,088 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — ___________ (1) The trade names related to our web properties have an indefinite life, and as such are not amortized.
Schedule of Amortization Expense	Our amortization expense over the next five years and thereafter is as follows: 2021 $ 1,865,504 2022 1,071,294 2023 984,500 2024 769,917 2025 469,500 Thereafter 3,035,374 Total $ 8,196,089

Bank Debt (Tables)

Bank Debt (Tables)	12 Months Ended
Bank Debt (Tables)	Dec. 31, 2020
Debt Disclosure [Abstract]
Schedule of Revolving Credit Line	The following table summarizes our outstanding bank debt balances: December 31, 2020 December 31, 2019 Financed receivables - 5.75 percent at December 31, 2019 (prime plus 1 percent) on invoice receivables; 6.75 percent at December 31, 2019 (prime plus 2 percent) on uninvoiced receivables — 3,381,364 Total $ — $ 3,381,364

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	12 Months Ended
Accrued Expenses and Other Current Liabilities (Tables)	Dec. 31, 2020
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following at December 31, 2020 and 2019: 2020 2019 Accrued marketing costs (TAC) $ 3,234,192 $ 2,200,014 Accrued expenses and other 440,578 1,152,267 Accrued commissions and payroll 423,373 115,707 Arkansas grant contingency 60,000 85,000 Accrued sales allowance 50,000 50,000 Accrued taxes, current portion 8,305 11,445 Total $ 4,216,448 $ 3,614,433

Other Long-Term Liabilities (Ta

Other Long-Term Liabilities (Tables)	12 Months Ended
Other Long-Term Liabilities (Tables)	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Schedule of Other Long-Term Liabilities	Other long-term liabilities consist of the following at December 31, 2020 and 2019: 2020 2019 Deferred revenue 420,000 — SBA loan 149,900 — Deferred rent 4,057 57,162 Total $ 573,957 $ 57,162

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	The provision for income taxes consists of the following at December 31, 2020 and 2019: 2020 2019 Current tax provision $ — $ — Deferred tax benefit — (334,394) Total tax benefit $ — $ (334,394)
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the expected Federal statutory rate to our actual rate as reported for each of the periods presented is as follows: 2020 2019 Federal statutory rate 21 % 21 % State income tax rate, net of federal benefit — % 1 % Permanent differences 3 % (3 %) Change in valuation allowance (25 %) (12 %) — % 7 %
Schedule of Deferred Tax Assets and Liabilities	The following is a schedule of the deferred tax assets and liabilities as of December 31, 2020 and 2019: 2020 2019 Deferred tax assets: Net operating loss carry forward $ 36,484,500 $ 32,742,350 Intangible assets 447,700 686,400 Accrued expense 211,600 223,100 Deferred rent 18,000 15,700 Allowance for doubtful accounts 58,800 61,700 Other 472,500 258,600 Subtotal 37,693,100 33,987,850 Less valuation allowance (35,848,400) (32,075,650) Total 1,844,700 1,912,200 Deferred tax liabilities: Intangible assets and property and equipment 1,449,900 1,989,800 Other 501,800 29,400 Total 1,951,700 2,019,200 Total deferred tax liabilities $ (107,000) $ (107,000)

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
Stock-Based Compensation (Tables)	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Schedule of Stock Based Compensation Grants	The following table summarizes the stock grants outstanding under our 2010 ECP and 2017 ECP plans as of December 31, 2020: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2017 ECP — 972,860 1,485,473 6,791,667 9,250,000 2010 ECP () 9,500 957,666 4,084,095 — 5,051,261 Total 9,500 1,930,526 5,569,568 6,791,667 14,301,261 () Expired April 2020
Schedule of Stock Options	The following table summarizes our stock option activity under the 2010 ECP plan during 2020: Options Weighted Average Exercise Price Outstanding, beginning of year 18,248 $ 1.74 Granted — $ — Forfeited, expired or cancelled 8,748 $ 3.01 Exercised — $ — Outstanding, end of year 9,500 $ 0.56 Exercisable, end of year 9,500 $ 0.56
Schedule of RSA Activity	The following table summarizes our restricted stock unit activity for 2020: Restricted Stock Unit Weighted Average Fair Value Outstanding, beginning of year 2,568,951 $ 0.79 Granted 587,103 $ 0.44 Exercised 1,202,933 $ 0.31 Forfeited 22,595 $ 0.50 Outstanding, end of year 1,930,526 $ 0.28

Leases (Tables)

Leases (Tables)	12 Months Ended
Leases (Tables)	Dec. 31, 2020
Leases [Abstract]
Schedule of Information Relating to Leases	Information related to the Company's operating lease liabilities for are as follows: December 31, 2020 Cash paid for operating lease liabilities $ 362,366 Weighted-average remaining lease term 2.2 years Weighted-average discount rate 6.25 % Information related to the Company's financed lease liabilities are as follows: December 31, 2020 Cash paid for finance lease liabilities $ 589,504 Weighted-average remaining lease term 2.3 years Weighted-average discount rate 6.25 %
Schedule of Operating Lease Maturity	Minimum future lease payments ended December 31, 2020 2021 249,417 2022 246,527 2023 163,965 659,909 Less imputed interest (53,336) Total lease liabilities $ 606,573
Schedule of Finance Lease Liability	Minimum future lease payments ended December 31, 2020 2021 260,970 2022 66,691 2023 31,366 359,027 Less imputed interest (18,808) Total lease liabilities $ 340,219

Revisions of Previously Issue_2

Revisions of Previously Issued Consolidated Year-End Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	As described in Note 1, "Organization and Business," the following table sets forth the impact of an error correction on the Company’s consolidated financial statements as of and for the period ended December 31, 2019 by financial statement line item. Most of the deferred tax liabilities arose from the acquisition in 2012. The tax assets with definite lives should have been netted against the tax liabilities with definite lives as required by ASC 740 when evaluating the valuation allowance. Instead, both the tax assets and liabilities were maintained on a gross basis on the balance sheet and the tax assets were entirely offset with a valuation allowance. The effect of the error was deemed immaterial. December 31, 2019 Consolidated Balance Sheet Line Item As Previously Reported Adjustments As Revised Deferred tax liability $ 2,019,200 $ 1,912,200 $ 107,000 Accumulated deficit $ 130,958,001 $ (1,912,200) $ 129,045,801 December 31, 2018 Consolidated Balance Sheet Line Item As Previously Reported Adjustments As Revised Accumulated deficit $ 126,469,894 $ (1,912,200) $ 124,557,694

Organization and Business (Deta

Organization and Business (Details)	Jan. 22, 2021USD ($)	Jan. 19, 2021USD ($)	Jul. 27, 2020USD ($)	Jun. 08, 2020USD ($)	Mar. 20, 2020USD ($)	Sep. 30, 2019USD ($)	Sep. 15, 2019USD ($)	Jun. 20, 2019USD ($)	Apr. 30, 2020USD ($)	Dec. 31, 2020USD ($)patentmachineProfile$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares	Jan. 07, 2021shares	Jan. 06, 2021shares	Dec. 16, 2020$ / sharesshares	Dec. 15, 2020shares	Oct. 07, 2020shares	Oct. 06, 2020shares	May 31, 2020USD ($)	Apr. 10, 2020USD ($)	Nov. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of machine profiles in database \| machineProfile										500,000,000
Number of issued patents \| patent										18
Number of pending patents \| patent										7
Debt Instrument [Line Items]
Intangible assets acquired										$ 0	$ 2,575,000
Net cash used in operating activities										5,599,335	5,338,383
Net loss										7,304,569	4,488,107
Decrease in accounts payable										2,271,578	1,978,974
Increase (decrease) in accounts receivable										(1,317,508)	973,522
Increase in accrued expenses and other liabilities										$ 623,576	$ 1,348,033
PPP loan																			$ 1,100,000
Consideration received on transaction			$ 10,750,000	$ 5,500,000	$ 688,000				$ 1,500,000
Common stock shares authorized (in shares) \| shares										100,000,000	100,000,000			150,000,000	100,000,000	100,000,000	60,000,000
Common stock, par value (in usd per share) \| $ / shares										$ 0.001	$ 0.001			$ 0.001
Subsequent Event
Debt Instrument [Line Items]
Consideration received on transaction	$ 6,250,000	$ 8,000,000
Common stock shares authorized (in shares) \| shares												150,000,000	100,000,000
COVID-19
Debt Instrument [Line Items]
Employee salaries in excess causing a percentage of salary forgone																		$ 100,000
Line of Credit
Debt Instrument [Line Items]
Stated interest rate																				10.00%
Terminated Merger with Conversion Point Technologies
Debt Instrument [Line Items]
Termination fee								$ 2,800,000
Terminated Merger with Conversion Point Technologies \| Conversion Point Holdings Inc
Debt Instrument [Line Items]
Face amount								36,000,000
Indebtedness Satisfaction Amount
Debt Instrument [Line Items]
Accrued principal and interest outstanding								1,063,288
Termination fee								1,063,288
ReTargeter Satisfaction Amount
Debt Instrument [Line Items]
Termination fee								1,611,712
Intangible assets acquired								$ 2,570,000
Litigation Fee
Debt Instrument [Line Items]
Termination fee						$ 250,000	$ 125,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Net revenue	$ 44,640,007	$ 61,525,214
Percentage of total revenue	100.00%	100.00%
ValidClick Platform
Disaggregation of Revenue [Line Items]
Net revenue	$ 34,233,638	$ 53,006,638
Percentage of total revenue	76.70%	86.20%
IntelKey Platform
Disaggregation of Revenue [Line Items]
Net revenue	$ 10,406,369	$ 8,518,576
Percentage of total revenue	23.30%	13.80%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Narrative (Details)	Jul. 14, 2020shares	Dec. 31, 2020USD ($)employeecustomersegment	Dec. 31, 2019USD ($)employeecustomer	Jan. 01, 2019USD ($)
Schedule of Significant Accounting Policies [Line Items]
Depreciation and amortization		$ 1,372,426	$ 1,680,104
Impairment of goodwill		0	0
Impairment of finite-lived intangible assets		0	0
Intangible assets acquired		$ 0	$ 2,575,000
Employees employed under grant \| employee		38	33
Employees under required amount \| employee		12	17
Employees required to be employed \| employee		50	50
Arkansas grant contingency		$ 60,000	$ 85,000
Cancellation of treasury stock (in shares) \| shares	376,527
Number of reportable segments \| segment		1
Right of use assets - operating lease		$ 606,573	756,115
Operating lease, liability		606,573
Right of use assets - finance lease		395,910	$ 88,178
Finance lease, liability		$ 340,219
Accounting Standards Update 2016-02
Schedule of Significant Accounting Policies [Line Items]
Right of use assets - operating lease				$ 1,200,000
Operating lease, liability				1,200,000
Right of use assets - finance lease				265,000
Finance lease, liability				$ 265,000
Customer Concentration Risk \| Accounts Receivable
Schedule of Significant Accounting Policies [Line Items]
Concentration risk, number of customers \| customer		2	2
Customer Concentration Risk \| Accounts Receivable \| Two Largest Customers
Schedule of Significant Accounting Policies [Line Items]
Concentration risk, percentage		35.40%	60.00%
Customer Concentration Risk \| Net Revenue
Schedule of Significant Accounting Policies [Line Items]
Concentration risk, number of customers \| customer		2	2
Customer Concentration Risk \| Net Revenue \| Two Largest Customers
Schedule of Significant Accounting Policies [Line Items]
Concentration risk, percentage		60.50%	78.50%
Equipment
Schedule of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life		3 years
Furniture and fixtures \| Minimum
Schedule of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life		5 years
Furniture and fixtures \| Maximum
Schedule of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life		7 years
Software \| Minimum
Schedule of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life		2 years
Software \| Maximum
Schedule of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life		3 years
Software Development
Schedule of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life		2 years

Allowance for Doubtful Accoun_3

Allowance for Doubtful Accounts (Details) - USD ($)	12 Months Ended
Allowance for Doubtful Accounts (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance at the beginning of the year	$ 225,000	$ 63,727
Provision for bad debts	135,000	189,441
Charge-offs	(150,333)	(28,168)
Balance at the end of the year	$ 209,667	$ 225,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 13,242,050	$ 12,048,823
Less: accumulated depreciation and amortization	(12,054,989)	(10,674,671)
Total	1,187,061	1,374,152
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	293,152	293,152
Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,052,199	1,025,357
Software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,475,683	10,309,298
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 421,016	$ 421,016

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Schedule of Goodwill and Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Net Carrying Value	$ 8,196,089
Intangible assets classified as long-term
Carrying Value	17,565,000	$ 17,565,000
Accumulated Amortization	(8,978,911)	(7,113,407)
Net Carrying Value	8,586,089	10,451,593
Amortization	1,865,504	1,565,088
Goodwill, Impaired, Accumulated Impairment Loss [Abstract]
Carrying Value	9,853,342	9,853,342
Accumulated Amortization and Impairment	0	0
Goodwill	9,853,342	9,853,342
Intangible assets acquired	0	2,575,000
Tradenames, web properties
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Carrying Value	390,000	390,000
Accumulated Amortization	0	0
Net Carrying Value	390,000	390,000
Amortization	$ 0	$ 0
Customer list, Google
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	20 years	20 years
Carrying Value	$ 8,820,000	$ 8,820,000
Accumulated Amortization	(3,895,500)	(3,454,500)
Net Carrying Value	4,924,500	5,365,500
Amortization	$ 441,000	$ 441,000
Technology
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	5 years	5 years
Carrying Value	$ 3,600,000	$ 3,600,000
Accumulated Amortization	(2,820,000)	(2,100,000)
Net Carrying Value	780,000	1,500,000
Amortization	$ 720,000	$ 720,000
Customer list, ReTargeter
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	5 years	5 years
Carrying Value	$ 1,931,250	$ 1,931,250
Accumulated Amortization	(547,188)	(160,938)
Net Carrying Value	1,384,062	1,770,312
Amortization	$ 386,250	$ 160,938
Customer list, all other
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	10 years	10 years
Carrying Value	$ 1,610,000	$ 1,610,000
Accumulated Amortization	(1,422,202)	(1,261,198)
Net Carrying Value	187,798	348,802
Amortization	$ 161,004	$ 161,004
Brand name, ReTargeter
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	5 years	5 years
Carrying Value	$ 643,750	$ 643,750
Accumulated Amortization	(182,396)	(53,646)
Net Carrying Value	461,354	590,104
Amortization	$ 128,750	$ 53,646
Customer relationships
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	20 years	20 years
Carrying Value	$ 570,000	$ 570,000
Accumulated Amortization	(111,625)	(83,125)
Net Carrying Value	458,375	486,875
Amortization	$ 28,500	$ 28,500

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill - Amortization Expense (Details)	Dec. 31, 2020USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 1,865,504
2022	1,071,294
2023	984,500
2024	769,917
2025	469,500
Thereafter	3,035,374
Net Carrying Value	$ 8,196,089

Bank Debt - Schedule of Revolvi

Bank Debt - Schedule of Revolving Credit Line (Details) - USD ($)	Oct. 11, 2018	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total		$ 0	$ 3,381,364
Revolving Credit Facility \| Line of Credit \| Invoiced Receivables
Debt Instrument [Line Items]
Stated interest rate		5.75%
Revolving Credit Facility \| Line of Credit \| Uninvoiced Receivables
Debt Instrument [Line Items]
Stated interest rate		6.75%
Revolving Credit Facility \| Line of Credit \| Prime Rate \| Invoiced Receivables
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Revolving Credit Facility \| Line of Credit \| Prime Rate \| Uninvoiced Receivables
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
Amended And Restated Financing Agreement \| Line of Credit
Debt Instrument [Line Items]
Revolving credit line		$ 0	$ 3,381,364
Amended And Restated Financing Agreement \| Revolving Credit Facility \| Line of Credit \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%

Bank Debt - Narrative (Details)

Bank Debt - Narrative (Details) - USD ($)	Feb. 28, 2020	Apr. 30, 2019	Oct. 11, 2018	Dec. 31, 2020	Jun. 06, 2019	Mar. 01, 2012
Hitachi Capital America Corp.
Debt Instrument [Line Items]
Commitment fee amount	$ 50,000
Amendment fee	$ 2,000
Term of balance due	6 months
Annual commitment fee amount	$ 15,000
Quarterly service fee	0.30%
Exit fee	$ 50,000
Outstanding balances due under line of credit				$ 0
Bridge Bank – Revolving Credit Line - March 1, 2012 \| Bridge Bank, N.A. \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 10,000,000
Amended And Restated Financing Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Eligible invoiced receivables advance rate			85.00%
Eligible uninvoiced receivables sub limit		$ 2,500,000	$ 2,500,000
Eligible uninvoiced receivables advance rate			75.00%
Commitment fee amount			$ 11,765
Commitment fee percentage			0.25%
Monthly maintenance fee			0.125%
Fee in lieu of warrant			$ 30,000
Fee due upon termination			$ 80,000
Second Amendment \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Number of days after merger		3 days
Third Amendment to the Amended and Restated Financing Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Eligible uninvoiced receivables sub limit					$ 2,500,000
Amendment fee					$ 2,000
Loan And Security Credit Agreement \| Hitachi Capital America Corp.
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000
Percentage of aggregate Eligible Accounts Receivable	90.00%
Percentage of aggregate Unbilled Accounts Receivable	75.00%
Percentage of amount available to borrow under maximum credit commitment	50.00%
Stated interest rate	6.75%
Loan And Security Credit Agreement \| Monthly Interest \| Hitachi Capital America Corp.
Debt Instrument [Line Items]
Stated interest rate	2.00%
Credit Agreement \| Western Alliance Bank
Debt Instrument [Line Items]
Extinguishment of debt	$ 2,959,573
Prime Rate \| Amended And Restated Financing Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Prime Rate \| Amended And Restated Financing Agreement Uninvoiced Eligible Invoices \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%

Convertible Promissory Note (De

Convertible Promissory Note (Details)	May 05, 2020USD ($)shares	Apr. 21, 2020USD ($)shares	Nov. 11, 2019USD ($)$ / sharesshares	Jul. 15, 2019$ / sharesshares	Mar. 01, 2019USD ($)sharesaccreditedInvestor$ / shares	May 31, 2020USD ($)$ / shares	Apr. 30, 2020USD ($)$ / shares	Jan. 31, 2020USD ($)shares	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)	Apr. 20, 2020USD ($)$ / shares
Debt Instrument [Line Items]
Proceeds from convertible promissory note									$ 0	$ 1,200,000
Conversion of debt to common stock									923,810	765,000
Loss on extinguishment of convertible debt									$ 65,700	$ 193,179
Convertible Debt
Debt Instrument [Line Items]
Face amount						$ 115,000	$ 315,000				$ 315,000
Conversion price (in usd per share) \| $ / shares											$ 0.175
Number of equity instruments (in shares) \| shares	657,143	1,142,857
Proceeds from convertible promissory note					$ 1,200,000
Conversion of debt to common stock	$ 115,000	$ 200,000						$ 360,000
Conversion of stock, number of shares Issued (in shares) \| shares								1,200,000
Fair value (in dollars per share) \| $ / shares						$ 0.31	$ 0.22
Loss on extinguishment of convertible debt						$ 6,201	$ (9,258)	$ 69,000
Extinguishment of debt						$ 115,000	$ 200,000
Debt Instrument, Convertible, Conversion Ratio						1	0.6349
Original Issue Discount Unsecured Subordinated Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Number of accredited investors \| accreditedInvestor					3
Face amount					$ 1,440,000
Conversion price (in usd per share) \| $ / shares				$ 0.30
Number of equity instruments (in shares) \| shares					1,333,333
Underwritten public offering of shares (in shares) \| shares				13,750,000
Original Issue Discount Unsecured Subordinated Convertible Notes \| Initial Conversion \| Convertible Debt
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares					$ 1.08
Note Modification and Release Agreement \| Convertible Debt
Debt Instrument [Line Items]
Face amount			$ 1,080,000
Conversion of debt to common stock			$ 765,000
Percentage conversion			50.00%
Conversion of stock, number of shares Issued (in shares) \| shares			2,886,792
Fair value (in dollars per share) \| $ / shares			$ 0.29
Loss on extinguishment of convertible debt			$ 193,000
Note Modification and Release Agreement \| Initial Conversion \| Convertible Debt
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares			$ 0.265
Note Modification and Release Agreement \| Conversions After Initial \| Convertible Debt
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares			0.30
Note Modification and Release Agreement \| Conversions After Initial \| Maximum \| Convertible Debt
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares			0.30
Note Modification and Release Agreement \| Conversions After Initial \| Minimum \| Convertible Debt
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares			$ 0.23

Derivative Liability (Details)

Derivative Liability (Details)	Dec. 31, 2020USD ($)
Convertible Debt \| Original Issue Discount Unsecured Subordinated Convertible Notes
Derivative [Line Items]
Derivative fair value	$ 182,250

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued marketing costs (TAC)	$ 3,234,192	$ 2,200,014
Accrued expenses and other	440,578	1,152,267
Accrued commissions and payroll	423,373	115,707
Arkansas grant contingency	60,000	85,000
Accrued sales allowance	50,000	50,000
Accrued taxes, current portion	8,305	11,445
Total	$ 4,216,448	$ 3,614,433

Other Long-Term Liabilities (De

Other Long-Term Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Deferred revenue	$ 420,000	$ 0
SBA loan	149,900	0
Deferred rent	4,057	57,162
Total	$ 573,957	$ 57,162

Commitments (Details)

Commitments (Details) - Licensing Of ValidClick Technology - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020
Other Commitments [Line Items]
Nonrefundable fee	$ 500,000
Other income recognized		$ 79,000
Deferred revenue		$ 420,000

Income Taxes - Provision for In

Income Taxes - Provision for Income Tax (Details) - USD ($)	12 Months Ended
Income Taxes - Provision for Income Tax (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current tax provision	$ 0	$ 0
Deferred tax benefit	0	(334,394)
Total tax benefit	$ 0	$ (334,394)

Income Taxes - Income Tax Rate

Income Taxes - Income Tax Rate Reconciliation (Details)	12 Months Ended
Income Taxes - Income Tax Rate Reconciliation (Details)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%
State income tax rate, net of federal benefit	0.00%	1.00%
Permanent differences	3.00%	(3.00%)
Change in valuation allowance	(25.00%)	(12.00%)
Effective income tax rate	0.00%	7.00%

Income Taxes - Schedule of the

Income Taxes - Schedule of the Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carry forward	$ 36,484,500	$ 32,742,350
Intangible assets	447,700	686,400
Accrued expense	211,600	223,100
Deferred rent	18,000	15,700
Allowance for doubtful accounts	58,800	61,700
Other	472,500	258,600
Subtotal	37,693,100	33,987,850
Less valuation allowance	(35,848,400)	(32,075,650)
Total	1,844,700	1,912,200
Deferred tax liabilities:
Intangible assets and property and equipment	1,449,900	1,989,800
Other	501,800	29,400
Total	1,951,700	2,019,200
Total deferred tax liabilities	$ 107,000	$ 107,000

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 102,756,587
Income tax penalties and interest expense	$ 0	$ 0

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($)	Jan. 01, 2021	Jan. 01, 2020	Aug. 21, 2019	Dec. 31, 2020	Dec. 31, 2019
Compensation Expense
Stock based compensation				$ 858,683	$ 789,914
Compensation cost related to non vested awards not yet recognized				$ 20,122
Average remaining expense recognition period				1 year
Award Information and Activity
Increase in number of shares (in shares)			6,800,000
Number of options exercisable (in shares)				9,500
Intrinsic value of options exercisable				$ 0
Weighted average exercise price (in usd per share)				$ 0.56
Weighted average remaining contractual term				1 year 6 months
Granted in period				0	0
Expected dividend yield				0.00%
2017 ECP \| Subsequent Event
Award Information and Activity
Increase in number of shares (in shares)	150,000
2010 ECP
Award Information and Activity
Increase in number of shares (in shares)		250,000
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option and restricted stock unit vesting period				3 years
Award Information and Activity
Expected forfeiture rate				0.00%

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Grants (Details) - shares	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding (in shares)	9,500	18,248
RSUs Outstanding (in shares)	1,930,526
Options and RSUs Exercised (in shares)	5,569,568
Available Shares (in shares)	6,791,667
Total (in shares)	14,301,261
2017 ECP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding (in shares)	0
RSUs Outstanding (in shares)	972,860
Options and RSUs Exercised (in shares)	1,485,473
Available Shares (in shares)	6,791,667
Total (in shares)	9,250,000
2010 ECP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding (in shares)	9,500
RSUs Outstanding (in shares)	957,666
Options and RSUs Exercised (in shares)	4,084,095
Available Shares (in shares)	0
Total (in shares)	5,051,261

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Options
Outstanding, beginning of year (in shares)	18,248
Granted (in shares)	0	0
Forfeited, expired or cancelled (in shares)	8,748
Exercised (in shares)	0
Outstanding, end of year (in shares)	9,500	18,248
Exercisable, end of year (in shares)	9,500
Weighted Average Exercise Price
Outstanding, beginning of year (in usd per share)	$ 1.74
Granted (in usd per share)	0
Forfeited, expired or cancelled (in usd per share)	3.01
Exercised (in usd per share)	0
Outstanding, end of year (in usd per share)	0.56	$ 1.74
Exercisable, end of year (in usd per share)	$ 0.56

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Stock Award Activity (Details)	12 Months Ended
	Dec. 31, 2020$ / sharesshares
Restricted Stock Unit
Outstanding, end of year (in shares)	1,930,526
Restricted Stock Units
Restricted Stock Unit
Outstanding, beginning of year (in shares)	2,568,951
Granted (in shares)	587,103
Exercised (in shares)	1,202,933
Forfeited (in shares)	22,595
Outstanding, end of year (in shares)	1,930,526
Weighted Average Fair Value
Outstanding, beginning of year (in usd per share) \| $ / shares	$ 0.79
Granted (in usd per share) \| $ / shares	0.44
Exercised (in usd per share) \| $ / shares	0.31
Forfeited (in usd per share) \| $ / shares	0.50
Outstanding, end of year (in usd per share) \| $ / shares	$ 0.28

Stockholders Equity (Details)

Stockholders Equity (Details) - shares	Dec. 31, 2020	Jul. 14, 2020	Dec. 31, 2019
Equity [Abstract]
Treasury stock (in shares)	0	376,527	376,527

Retirement Plan Costs (Details)

Retirement Plan Costs (Details)	12 Months Ended
Retirement Plan Costs (Details)	Dec. 31, 2020USD ($)
Retirement Benefits [Abstract]
Maximum annual contribution per employee, percent	4.00%
Employer matching contribution amount	$ 186,483

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($)	12 Months Ended
Leases - Narrative (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Lessee, Lease, Description [Line Items]
Right of use assets - operating lease	$ 606,573	$ 756,115
Operating lease, liability	606,573
Right of use assets - finance lease	395,910	88,178
Finance lease, liability	340,219
Finance lease right-of-use asset, amortization	$ 367,981	$ 177,193
Weighted-average remaining lease term	2 years 3 months 18 days	12 months
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Right of use assets - operating lease			$ 1,200,000
Operating lease, liability			1,200,000
Right of use assets - finance lease			265,000
Finance lease, liability			$ 265,000
Minimum
Lessee, Lease, Description [Line Items]
Term of contract	2 years
Maximum
Lessee, Lease, Description [Line Items]
Term of contract	4 years

Leases - Operating Leases (Deta

Leases - Operating Leases (Details) - USD ($)	12 Months Ended
Leases - Operating Leases (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Cash paid for operating lease liabilities	$ 362,366	$ 451,107
Weighted-average remaining lease term	2 years 2 months 12 days	2 years
Weighted-average discount rate	6.25%	625.00%
2021	$ 249,417
2022	246,527
2023	163,965
Payments due	659,909
Less imputed interest	(53,336)
Total lease liabilities	$ 606,573

Leases - Finance Leases (Detail

Leases - Finance Leases (Details) - USD ($)	12 Months Ended
Leases - Finance Leases (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Cash paid for finance lease liabilities	$ 589,504	$ 270,312
Weighted-average remaining lease term	2 years 3 months 18 days	12 months
Weighted-average discount rate	6.25%	625.00%
2021	$ 260,970
2022	66,691
2023	31,366
Payments due	359,027
Less imputed interest	(18,808)
Total lease liabilities	$ 340,219

Related Party Transactions (Det

Related Party Transactions (Details)	Jul. 27, 2020USD ($)	Jun. 08, 2020USD ($)	Mar. 20, 2020USD ($)$ / sharesshares	Jun. 30, 2019USD ($)director	Apr. 30, 2020USD ($)
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares) \| shares			3,931,428
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 0.175
Consideration received on transaction	$ 10,750,000	$ 5,500,000	$ 688,000		$ 1,500,000
Number of directors with partial ownership in affiliated entity \| director				2
Prepaid Office Lease \| Director
Related Party Transaction [Line Items]
Lease term				6 months
Related party transaction, amount				$ 60,000

Subsequent Event (Details)

Subsequent Event (Details)	Feb. 01, 2021ft²	Jan. 28, 2021USD ($)	Jan. 22, 2021USD ($)$ / sharesshares	Jan. 19, 2021USD ($)$ / sharesshares	Jul. 27, 2020USD ($)	Jun. 08, 2020USD ($)	Mar. 20, 2020USD ($)$ / sharesshares	Apr. 30, 2020USD ($)	Jan. 07, 2021shares	Jan. 06, 2021shares	Dec. 31, 2020shares	Dec. 16, 2020shares	Dec. 15, 2020shares	Oct. 07, 2020shares	Oct. 06, 2020shares	Dec. 31, 2019shares
Subsequent Event [Line Items]
Common stock shares authorized (in shares)											100,000,000	150,000,000	100,000,000	100,000,000	60,000,000	100,000,000
Number of shares issued in transaction (in shares)							3,931,428
Sale of stock, price per share (in dollars per share) \| $ / shares							$ 0.175
Consideration received on transaction \| $					$ 10,750,000	$ 5,500,000	$ 688,000	$ 1,500,000
Subsequent Event
Subsequent Event [Line Items]
Common stock shares authorized (in shares)									150,000,000	100,000,000
Number of shares issued in transaction (in shares)			5,681,817	13,333,334
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 1.10	$ 0.60
Consideration received on transaction \| $			$ 6,250,000	$ 8,000,000
SBA loan and related interest \| $		$ 153,930
Office space rented (in sq ft) \| ft²	7,831
Additional years added to lease term	3 years

Revisions of Previously Issue_3

Revisions of Previously Issued Consolidated Year-End Financial Statements (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability	$ 107,000	$ 107,000
Accumulated deficit	$ 136,350,370	129,045,801	$ 124,557,694
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability		2,019,200
Accumulated deficit		130,958,001	126,469,894
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability		1,912,200
Accumulated deficit		$ (1,912,200)	$ (1,912,200)