Fluent (CNTMF) Stock News

FLUENT (CSE: FNT.U, OTCQB: CNTMF) reported that shareholders approved the special resolution for its all-stock plan of arrangement with Vireo Growth (CSE: VREO, OTCQX: VREOF), under which Vireo will acquire all issued and outstanding FLUENT common shares (after specified share conversions) in exchange for Vireo subordinate voting shares.

The arrangement resolution was approved by 82.49% of votes cast from all voting shares and 77.89% of votes cast from minority shares, with 428,415,699 voting shares representing 67.17% of outstanding votes participating. FLUENT plans to seek a final court order from the Ontario Superior Court of Justice (Commercial List) on August 4, 2026. The transaction is expected to close in the fourth quarter of 2026, subject to final court and regulatory approvals and customary closing conditions, as outlined in FLUENT’s June 12, 2026 circular and prior joint disclosure with Vireo.

FLUENT Corp. (CSE: FNT.U, OTCQB: CNTMF) has received discretionary exemptive relief from the Ontario Securities Commission related to its July 28, 2026 annual general and special meeting to approve the proposed acquisition of FLUENT by Vireo Growth via a plan of arrangement.

The exemption modifies Multilateral Instrument 61-101 voting mechanics so that holders of common shares and proportionate voting shares vote together as a single class, with proportionate voting shares counted on an as-converted basis. According to FLUENT, the only interested party for MI 61-101 purposes is William Smith, who beneficially owns or controls about 58.0% of proportionate voting shares and 10.5% of common shares, representing roughly 12.3% of total votes on an as-converted basis as of the June 12, 2026 record date. Minority approval will require a majority of votes cast by all other shareholders. FLUENT also extended the proxy deposit deadline to 10:00 a.m. (Toronto time) on July 27, 2026 and, if shareholder and court approvals are obtained and other conditions satisfied or waived, anticipates closing the arrangement in Q4 2026.

FLUENT (CSE:FNT.U, OTCQB:CNTMF) has entered into a definitive Purchase Agreement dated July 22, 2026 with a third party operator to sell Etain, LLC, its New York operating entity. The Transaction includes Etain’s Registered Organization license, certain New York operating assets, and associated leases in exchange for cash consideration, subject to customary purchase price adjustments.

According to FLUENT, the arm’s length sale is intended to support satisfaction of regulatory requirements tied to its previously announced plan of arrangement with Vireo Growth and to provide an orderly transition of New York operations to an experienced operator. Closing remains subject to customary conditions, including approval of the change of ownership by the New York State Cannabis Control Board and fulfillment of all conditions precedent to completion of the Vireo Growth arrangement.

FLUENT (CSE: FNT.U, OTCQB: CNTMF) has mailed its June 12, 2026 management information circular and proxies for a July 28, 2026 shareholder meeting to vote on a special resolution approving an all-stock plan of arrangement under which Vireo Growth will acquire all FLUENT shares.

Following Vireo’s 30‑for‑1 share consolidation, each FLUENT share (after conversion of proportionate voting and exchangeable shares) is expected to be exchanged for 0.002351197 Vireo share. The Ontario Securities Commission has determined that full repayment of the approximately $7.92 million Smith Convertible Note at closing is a “collateral benefit”, so the arrangement is treated as a “business combination” under MI 61‑101 and requires additional minority approval, excluding William Smith’s 1,421,538 proportionate voting shares and 64,189,527 common shares.

FLUENT has applied for exemptive relief to treat common and proportionate voting shares as a single class for minority approval and expects, subject to court, shareholder, regulatory and other customary conditions (including a credit equitization), to close the Vireo transaction in the fourth quarter of 2026.

FLUENT (OTCQB:CNTMF) announced that Interim CEO David E. Vautrin will step down effective June 12, 2026. Chief Legal Officer Matt Mundy will become Interim CEO on the same date, providing leadership continuity as FLUENT advances its arrangement agreement to be acquired by Vireo Growth, subject to specified conditions.

FLUENT is a vertically integrated cannabis CPG company and retailer operating in Florida, New York and Texas, with about 580 employees, 8 cultivation and manufacturing facilities, and 34 active retail locations.

FLUENT (OTCQB:CNTMF) reported Q1 2026 revenue from continuing operations of $17.9M, down from $22.9M. Gross profit before fair value adjustments was $5.5M (30.8% margin) versus $11.1M (48.5%). Adjusted EBITDA was $1.3M. Operating expenses fell over 20% year-over-year.

FLUENT ended the quarter with $8.3M in cash and $78.8M in total debt and reported a shareholders’ deficit of $95.8M. The company disclosed conditions that may cast significant doubt on its ability to continue as a going concern.

FLUENT entered an arrangement for Vireo to acquire all shares via a share exchange and signed a $30M agreement to sell its Texas operations.

FLUENT (OTCQB: CNTMF) entered a definitive agreement to sell its Texas business to Legacy Therapeutics for $30.0 million, with $25.0M payable at closing and $2.5M payable on each of the first and second anniversaries. The sale includes the Texas license, cultivation, manufacturing, delivery operations in Schulenburg and Houston retail.

The Purchase Agreement was signed May 1, 2026, and the Transaction is subject to regulatory approvals and customary closing conditions. FLUENT intends to primarily use proceeds to repay a portion of its senior secured debt; remaining proceeds may fund working capital and general corporate purposes.

Vireo Growth (CNTMF) will acquire FLUENT in an all‑stock arrangement at an exchange ratio of 0.0705359 Vireo share per FLUENT share. The combined Florida footprint is expected to include ~74 stores and ~144,000 sq ft of cultivation/production. FLUENT reported approx. $71.5M revenue from Florida operations in 2025. The deal includes a $30M debt equitization for FLUENT lenders, voting support agreements covering ~38.3% of shares, a $2M termination fee, and anticipated closing in Q4 2026, subject to shareholder, court and regulatory approvals.

FLUENT (OTCQB: CNTMF) reported Q4 and full-year 2025 results showing revenue pressures in Florida and balance-sheet changes. Full-year revenue from continuing operations was $86.7M (‑0.8%); Florida revenue was $71.5M (‑17.4%). Gross profit before fair value adjustments was $28.6M (33.0% of revenue).

Q4 impairment expense totaled $36.9M (New York assets); the company recognized a $12.0M gain on the December 31, 2025 sale of Pennsylvania operations. Cash was $8.9M and total debt was $72.2M at year end; the financials note going-concern uncertainties.