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FLUENT Reports Second Quarter 2026 Results

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FLUENT (OTCQB: CNTMF) reported Q2 2026 revenue from continuing operations of $17.1 million, down from $22.8 million in Q2 2025, with Florida revenue at $12.8 million versus $19.2 million. Gross profit before fair value adjustments was $4.3 million, or 25.2% of revenue, compared to $8.9 million or 38.8%.

Adjusted EBITDA was $0.3 million, down from $3.6 million. The company posted a net loss of $11.1 million and ended June 30, 2026 with $4.5 million in cash and $79.7 million of total debt. FLUENT highlighted going-concern uncertainty but is pursuing a share-for-share acquisition by Vireo Growth and a $30 million sale of its Texas operations, alongside cost-cutting initiatives including closure of its Ruskin cultivation facility. The company operated 34 retail locations and 7 production facilities across Florida, New York and Texas, and appointed Matt Mundy as Interim CEO.

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Positive

  • Definitive agreement to sell Texas operations for $30 million, pending approvals
  • Share-for-share acquisition arrangement with Vireo Growth approved by shareholders and court
  • Buffalo, New York cultivation facility at full capacity, producing 1.7 million grams in Q2 2026
  • Q2 2026 cash flow provided by operations of $0.8 million versus $3.2 million prior year
  • Proceeds of $5.7 million from term loan amendment in first half of 2026
  • Ongoing cost reduction including closure of Ruskin cultivation facility in Florida

Negative

  • Q2 2026 revenue from continuing operations down to $17.1M from $22.8M
  • Florida Q2 2026 revenue declined to $12.8M from $19.2M
  • Gross profit before fair value fell to 25.2% of revenue from 38.8%
  • Adjusted EBITDA dropped to $0.3M from $3.6M year over year
  • Q2 2026 net loss of $11.1M and six‑month loss of $26.1M
  • Cash and equivalents declined to $4.5M from $22.9M year over year
  • Total debt about $79.7M and shareholders’ deficit widened to $106.9M
  • Interim financials disclose events that may cast significant doubt on going concern

News Explained

The potential liquidity transactions remain uncompleted.

FLUENT's liquidity path remains incomplete: Vireo has agreed to acquire FLUENT's common shares for Vireo shares, while Legacy has agreed to buy the Texas operations for $30 million, subject to closing conditions.

Shareholders and the court have approved the Vireo arrangement, but regulatory and other third-party approvals remain; the Texas sale is also pending regulatory approval and customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Q2 2026 Revenue brought in $17.1M
Ended quarter with $4.5 million of cash and cash equivalents
New Interim CEO appointed

TAMPA, Fla., Aug. 21, 2026 (GLOBE NEWSWIRE) -- FLUENT Corp. (CSE: FNT.U) (OTCQB: CNTMF) ("FLUENT" or the "Company"), a vertically-integrated, multi-state cannabis company, today announced its financial and operating results for the second quarter ended June 30, 2026. Unless otherwise indicated, all financial results are presented in U.S. dollars.

Management Commentary
“As we move through the second half of the year, our priorities remain clear,” said Matt Mundy, Interim CEO and Chief Legal Officer of the Company. “We are focused on completing the Vireo transaction while continuing to optimize our operational footprint, particularly in Florida, where we are seeing promising results from the actions taken to date. At the same time, we remain disciplined in managing the business, with a continued focus on reducing operating costs, improving efficiency, and strengthening the Company’s financial position.”

Q2 2026 Financial Highlights (vs. Q2 2025)

  • Revenue from continuing operations was $17.1 million compared to $22.8 million.
  • Florida revenue was $12.8 million compared to $19.2 million.
  • Gross profit before fair value adjustments1 from continuing operations was $4.3 million or 25.2% of revenue, compared to $8.9 million or 38.8% of revenue.
  • Adjusted EBITDA2 was $0.3 million compared to $3.6 million. The decrease was primarily due to continued downward pressure on retail prices in Florida, resulting in a corresponding reduction in the fair value of biological assets.
  • Cash flow provided by operations was $0.8 million compared to $3.2 million.
  • On June 30, 2026, the Company had approximately $4.5 million of cash and cash equivalents and $79.7 million of total debt outstanding, with approximately 692 million shares outstanding on an as-converted basis, compared to $22.9 million of cash and cash equivalents and $78.1 million of total debt, with approximately 687 million shares outstanding on an as-converted basis on June 30, 2025.

____________________________

1 Gross profit before fair value adjustments is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates gross profit before fair value adjustments from gross profit plus (minus) the changes in fair value of biological assets, as presented in the consolidated statement of operations.
2 Adjusted EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates Adjusted EBITDA as EBITDA (being calculated as the net income (loss), plus (minus) interest expense (income) and finance transactions costs, plus taxes, plus depreciation and amortization) plus (minus) the changes in fair value of biological assets, plus (minus) the changes in fair market value of derivatives, plus (minus) certain one-time non-operating expenses, as determined by management.

The Company’s condensed interim consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 (the “Interim Financial Statements”) have been prepared assuming that the Company will continue as a going concern. As disclosed in the Interim Financial Statements, as of June 30, 2026, certain conditions indicate the existence of events and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern.

The Company continues to pursue strategic initiatives intended to strengthen its liquidity position and support ongoing operations. These initiatives include (i) entering into the arrangement agreement with Vireo Growth Inc. (“Vireo”) as previously disclosed by the Company on April 30, 2026, whereby, among other things, Vireo has agreed to acquire all of the issued and outstanding common shares of the Company (after conversion of all (a) proportionate voting shares of the Company and (b) non-voting, non-participating exchangeable shares of the Company) for subordinate voting shares of Vireo (the “Vireo Shares”) on the basis of 0.0705359 of a Vireo Share for each Company common share held (the “Vireo Arrangement”) and (ii) entering into a definitive agreement with Legacy Therapeutics, LLC (“Legacy”) as previously disclosed by the Company on May 1, 2026, whereby, among other things, Legacy has agreed to acquire the Company’s Texas operations for an aggregate purchase price equal to $30 million. While management believes these initiatives may provide a pathway to additional capital and improved liquidity, the completion of these transactions are subject to, among other things, satisfaction of all conditions to closing (closing of the Vireo Arrangement has been approved by shareholders and the court, but remains subject to the receipt of other regulatory and third-party approvals) and their success is subject to various conditions not wholly within the Company’s control. The Company’s focus on cost reductions continued throughout Q2 2026, demonstrated by the closure of the Ruskin cultivation facility in Florida and continued efforts to optimize the Company’s operations and retail footprint, while identifying opportunities for further operational efficiencies and improvements across the business.

Recent Operational Highlights

Company Footprint:

  • As of the end of the reporting period, FLUENT operates a total of 34 retail locations and 7 production facilities across its key markets of Florida, New York, and Texas.

Florida:

  • Operated 32 retail locations and four production facilities.
  • An additional retail facility opened in July 2026 in Palm Bay, Florida.

New York:

  • Operated one retail location and two production facilities in Q2 2026.
  • Buffalo cultivation facility reached full operating capacity and contributed 1.7 million grams of production.

Texas:
      ·Entered definitive agreement to sell Texas operations on May 1, 2026, pending regulatory approval and satisfaction of customary closing conditions.

Conference Call

The Company will not host an earnings call for the quarter.

About FLUENT Corp.

FLUENT, a national cannabis consumer packaged goods company and retailer, is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by FLUENT's unrelenting commitment to operational excellence in cultivation, production, distribution, and retail experience.  FLUENT produces an assortment of cannabis products under a diverse portfolio of brands including MOODS, Knack, Wandr, Bag-O and Hyer Kind.  FLUENT operates in Florida, New York, and Texas. 

Headquartered in Tampa, Florida, FLUENT employs approximately 550 employees across 6 cultivation and manufacturing facilities and 34 active retail locations.

FLUENT’s common shares trade on the Canadian Securities Exchange under the symbol “FNT.U” and on the OTCQB Venture Market under the symbol “CNTMF”. For more information about the Company, please visit www.getFLUENT.com and investors.getFLUENT.com/.

Forward-Looking Information
Certain information in this news release may constitute forward-looking information within the meaning of applicable securities laws and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved" or similar expressions and includes, but is not limited to, statements with respect to the Company’s commitment to and expectations regarding optimizing the Company’s operational and retail footprint; reducing operating costs, improving efficiency, and strengthening the Company’s financial position; the Company’s ability to continue as a going concern; the satisfaction or waiver of the closing conditions in the definitive agreements entered into by the Company with each of Vireo and Legacy; the Company’s continued pursuit of strategic initiatives and their intended outcome on the Company’s liquidity position, capital and ongoing operations; and the identification of opportunities for further operational efficiencies and improvement across the business. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the Company's expectations, estimates, and projections regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.

Forward-looking information is necessarily based on many opinions, assumptions, and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in the public documents of the Company available on its SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Company, through several of its subsidiaries, is directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States under federal law in the United States. Cannabis remains a scheduled drug under the United States Controlled Substances Act and, subject to certain exceptions in relation to medical cannabis, illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward nonenforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under United States federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect operations and financial performance.

The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information visit: https://getfluent.com/ and https://investors.getFLUENT.com/

Investor Relations Contact:
investors@getFLUENT.com

Media Contact:
press@getFLUENT.com

Officer Contact:
Matt Mundy, Chief Legal Officer
(850) 972-8077

FLUENT CORP.   
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION   
(USD '000)   
     
     
  June 30, December 31,
  2026
 2025
 Assets   
 Current assets   
 Cash and cash equivalents (includes restricted cash of $2,000 at June 30, 2026 and $4,500 at December 31, 2025)$4,515  $8,910 
 Accounts receivable, net 1,200   839 
 Biological assets 2,042   2,670 
 Inventories, net 14,131   12,815 
 Prepaid expenses and other current assets 1,982   3,482 
 Assets held for sale 1,857   -    
 Total current assets$25,727  $28,716 
     
 Property and equipment, net 33,042   39,755 
 Right-of-use assets, net 39,178   43,747 
 Intangible assets, net 32,748   33,114 
 Goodwill 1,525   1,525 
 Other assets 1,423   1,725 
 Total assets$133,643  $148,582 
     
 Liabilities and shareholders' deficit   
 Current liabilities   
 Accounts payable$10,956  $6,942 
 Accrued expenses 8,485   9,903 
 Derivative liabilities 535   1,632 
 Current portion of notes payable 9,620   1,253 
 Lease obligations - current portion 5,506   5,474 
 Liabilities directly associated with assets held for sale 691   - 
 Total current liabilities$35,793  $25,204 
     
 Long-term liabilities   
 Notes payable, net of current portion and financing costs 59,414   59,613 
 Lease liabilities, net of current portion 61,353   65,982 
 Deferred tax liabilities, net 4,028   4,053 
 Uncertain tax position 64,653   60,146 
 Provision liability, net of current portion 7,127   7,004 
 Convertible notes, net 8,127   7,540 
 Total long-term liabilities$204,702  $204,338 
     
 Total liabilities$240,495  $229,542 
     
 Shareholders' deficit   
 Share capital 206,629   206,629 
 Share-based compensation reserve 7,754   7,583 
 Equity conversion feature 7,097   7,097 
 Warrants 29,634   29,634 
 Accumulated deficit (356,770)  (330,707)
 Accumulated other comprehensive loss (1,196)  (1,196)
 Total shareholders' deficit$(106,852) $(80,960)
     
 Total liabilities and shareholders' deficit$133,643  $148,582 


FLUENT CORP.       
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(USD '000)     
  For the three months ended For the six months ended
  June 30,
2026
 June 30,
2025
 June 30,
2026
 June 30,
2025
 Revenue, net of discounts$17,115  $22,811  $35,003  $45,716 
 Cost of goods sold 12,794   13,958   25,177   25,764 
 Gross profit before fair value adjustments 4,321   8,853   9,826   19,952 
         
 Fair value adjustments on inventory sold 2,567   (2,186)  2,227   (2,487)
 Unrealized gain (loss) on changes in fair value of biological assets 1,304   (999)  (2,209)  2,026 
 Gross profit 8,192   5,668   9,844   19,491 
         
 Expenses       
 General and administrative 4,754   4,111   8,371   8,999 
 Sales and marketing 3,959   5,886   8,492   11,647 
 Depreciation and amortization 1,457   1,983   3,091   3,836 
 Share-based compensation 81   293   171   318 
 Total expenses 10,251   12,273   20,125   24,800 
         
 Income (loss) from operations (2,059)  (6,605)  (10,281)  (5,309)
         
 Other expense (income)       
 Finance costs, net 6,649   5,566   11,790   9,907 
 Change in fair value of derivative liability (112)  (219)  (1,097)  (676)
 Change in remeasurement of provision liability -   (4,790)  -   (4,790)
 Loss on disposal of assets, net 501   176   630   176 
 Impairment of intangible assets, property and equipment, and right-of-use assets 664   -   664   - 
 Gain on disposition of finance lease (155)  -   (393)  - 
 Other expense (income) (236)  (42)  (433)  (30)
 Total other expense, net 7,311   691   11,161   4,587 
         
 Income (loss) before income taxes (9,370)  (7,296)  (21,442)  (9,896)
         
 Income tax expense 1,770   2,753   4,621   9,208 
         
 Net income (loss) from continuing operations (11,140)  (10,049)  (26,063)  (19,104)
 Net income (loss) from discontinued operations -   377   -   682 
 Net income (loss)$(11,140) $(9,672) $(26,063) $(18,422)
         
 Comprehensive income (loss)$(11,140) $(9,672) $(26,063) $(18,422)
         
 Net income (loss) per share       
 Basic and diluted - continuing operations$(0.02) $(0.02) $(0.04) $(0.04)
 Basic - discontinued operations$-  $0.00  $-  $0.00 
 Diluted - discontinued operations$-  $0.00  $-  $0.00 
         
 Weighted average number of shares       
 Basic number of shares 637,798,019   474,946,760   637,780,519   473,626,849 
 Diluted number of shares 675,695,895   664,573,481   675,037,999   663,270,977 


FLUENT CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(USD '000)
  
  For the six months ended
June 30,
  2026
 2025
 Cash flows used in operating activities   
 Net loss$(26,063) $(18,422)
 Adjustments for non-cash items:   
 Impairment of intangible assets, property and equipment, and right-of-use assets 664   - 
 Unrealized (gain) loss on changes in fair value of biological assets 2,209   (2,026)
 Realized (gain) loss on fair value amounts included in inventory sold (2,227)  2,487 
 Share-based compensation expense 171   318 
 Depreciation and amortization 8,956   12,108 
 Accretion and interest expense 11,282   10,002 
 Loss on disposition of fixed assets 1,151   176 
 Gain on remeasurement of provision liability -   (4,790)
 Loss (gain) on lease modification (427)  2 
 Net change in fair value of derivative (1,097)  (676)
 Deferred tax expense (recovery) (25)  (1,192)
 Net change in non-cash working capital   
 Accounts receivable (361)  (175)
 Biological assets (10,057)  (11,292)
 Inventory 9,066   8,741 
 Prepaid expenses and other current assets 2,441   1,173 
 Right of use assets/liabilities (3,622)  (8,070)
 Other assets 223   4,378 
 Accounts payable 4,050   1,351 
 Accrued expenses (2,017)  (806)
 Uncertain tax position 4,507   9,478 
 Income tax payable -   (1,003)
 Net cash provided by (used in) operating activities (see Note 3)$ (1,176) $ 1,762 
     
 Cash flows used in investing activities   
 Purchases of property and equipment (1,211)  (11,041)
 Purchase of intangible assets (316)  - 
 Net cash used in investing activities (see Note 3)$ (1,527) $ (11,041)
     
 Cash flows provided by (used in) financing activities   
 Payment of lease obligations (2,567)  (2,142)
 Proceeds from term loan amendment, net of financing costs 5,740   - 
 Principal and interest repayments of notes payable (4,865)  (5,830)
 Net cash provided by (used in) financing activities (see Note 3)$ (1,692) $ (7,972)
     
 Net change in cash (4,395)  (17,251)
     
 Cash, beginning of period 8,910   40,106 
     
 Cash, end of period$ 4,515  $ 22,855 


FLUENT CORP.
EBITDA AND ADJUSTED EBITDA CALCULATION
(USD '000)
 
  Three months ended
  June 30,
2026
 June 30,
2025
 Variance
 EBITDA - continuing and discontinued ops$1,585  $4,910  $(3,325)
 Change in fair value of biological assets (3,871)  3,185   (7,056)
 Change in fair market value of derivative (112)  (219)  107 
 Change in remeasurement of provision liability -   (4,790)  4,790 
 Loss on disposal of assets, net 501   176   325 
 Impairment expense 664   -   664 
 Gain on disposition of finance lease (155)  -   (155)
 Professional fees 1,563   10   1,553 
 One-time employee costs 289   44   245 
 Share-based compensation 81   293   (212)
 Other non-recurring expense, net (236)  (42)  (194)
 Adjusted EBITDA - continuing and discontinued ops$309  $3,567  $(3,258)
       
       
       
  Six months ended
  June 30,
2026
 June 30,
2025
 Variance
 EBITDA - continuing and discontinued ops$(700) $11,511  $(12,211)
 Change in fair value of biological assets (18)  461   (479)
 Change in fair market value of derivative (1,097)  (676)  (421)
 Change in remeasurement of provision liability -   (4,790)  4,790 
 Impairment expense 664   -   664 
 Gain on lease modifications (393)  -   (393)
 Professional fees 2,219   91   2,127 
 One-time employee costs 536   178   358 
 Share-based compensation 171   318   (147)
 Loss on disposal of assets 630   176   454 
 Other non-recurring expense (433)  (30)  (403)
 Adjusted EBITDA - continuing and discontinued ops$1,578  $7,239  $(5,661)

FAQ

How did FLUENT (OTCQB: CNTMF) perform financially in Q2 2026?

FLUENT reported Q2 2026 revenue from continuing operations of $17.1 million and a net loss of $11.1 million. According to FLUENT, gross profit before fair value adjustments was $4.3 million, or 25.2% of revenue, and Adjusted EBITDA was $0.3 million.

What are the key year-over-year changes in FLUENT (CNTMF) Q2 2026 results versus Q2 2025?

FLUENT’s Q2 2026 revenue fell to $17.1 million from $22.8 million, and Adjusted EBITDA declined to $0.3 million from $3.6 million. According to FLUENT, gross profit before fair value adjustments dropped from 38.8% of revenue to 25.2% year over year.

What liquidity and debt levels did FLUENT (CNTMF) report as of June 30, 2026?

As of June 30, 2026, FLUENT held $4.5 million in cash and cash equivalents and had total debt of $79.7 million. According to FLUENT, total liabilities were $240.5 million and shareholders’ deficit was $106.9 million, raising going-concern uncertainty.

What does the planned Vireo Growth transaction mean for FLUENT (CNTMF) shareholders?

FLUENT entered an arrangement where Vireo Growth will acquire all FLUENT common shares on a 0.0705359 Vireo share per FLUENT share basis. According to FLUENT, shareholder and court approvals are obtained, while regulatory and third-party approvals remain outstanding before closing.

What are the terms of FLUENT (CNTMF) selling its Texas operations?

FLUENT signed a definitive agreement for Legacy Therapeutics to acquire its Texas operations for an aggregate $30 million purchase price. According to FLUENT, the transaction is subject to regulatory approval and customary closing conditions and is intended to support liquidity and operations.

How extensive is FLUENT (CNTMF) retail and production footprint after Q2 2026?

At the end of Q2 2026, FLUENT operated 34 retail locations and 7 production facilities across Florida, New York and Texas. According to FLUENT, Florida had 32 stores and four production facilities, while New York had one store and two production sites.

What operational cost actions did FLUENT (CNTMF) take in Q2 2026?

FLUENT continued cost reductions, including closing its Ruskin cultivation facility in Florida and optimizing its retail footprint. According to FLUENT, these initiatives aim to improve efficiency and strengthen its financial position while it pursues strategic transactions and manages pricing pressure in Florida.