Fluent, Inc. SEC Filings

Fluent, Inc. insider Global Value Investment Corporation (GVIC) reported client-directed sales of Fluent common stock and detailed its warrant holdings. On December 16, 2025, an indirectly managed account sold 25,400 shares of common stock at a weighted average price of $2.082, and on December 17, 2025 it sold another 15,170 shares at a weighted average price of $2.0447, both coded as transaction type J. After these sales, GVIC reported indirect beneficial ownership of 3,007,321 shares of Fluent common stock held through Global Value Investment Corporation-managed accounts.

The filing states these were non-discretionary, unsolicited trades executed in a client account at the sole direction of the account owner for tax management. GVIC also reported indirect beneficial ownership of 78,425 pre-funded warrants with an exercise price of $0.0005 per share and 78,425 warrants with an exercise price of $2.2 per share, each exercisable only after stockholder approval of the respective offerings, with the pre-funded warrants terminating upon full exercise and the warrants expiring three years from issuance.

Fluent, Inc. reported lower results and flagged going-concern risk. Q3 revenue was $47.0 million, down from $64.5 million a year ago, with a net loss of $7.6 million (basic and diluted loss per share $0.27). For the first nine months, revenue totaled $146.9 million versus $189.2 million last year, and net loss was $23.0 million.

Cash and cash equivalents were $9.2 million and total assets were $76.1 million as of September 30, 2025. Current liabilities were $48.4 million, including the current portion of long-term debt of $22.2 million. The company remained in compliance with covenants under its SLR Credit Agreement as of quarter end, but management concluded there is substantial doubt about its ability to continue as a going concern due to declining performance and potential borrowing base constraints.

Debt included an outstanding principal balance of $22.6 million under the SLR Credit Facility (maturing 2029) and related-party Convertible Notes with a $3.9 million fair value. Shares outstanding were 30,287,597 as of November 12, 2025.

Fluent, Inc. (FLNT) reported that it issued a press release announcing its third quarter 2025 financial results and furnished the release as Exhibit 99.1 to an 8-K. The company noted the information is furnished, not filed, and is not subject to Section 18 liabilities or incorporated by reference into other filings unless specifically referenced.

Fluent, Inc. (FLNT) reporting persons Dr. Phillip Frost and Frost Gamma Investments Trust amended a Form 4 to disclose a purchase of 571,429 shares of Fluent common stock on 09/04/2025 at $0.0005 per share, increasing the reporting parties' beneficial ownership to 6,318,439 shares held indirectly by Frost Gamma Investments Trust. The amendment corrects a prior Form 4 filed on 09/08/2025 which had misstated post-transaction ownership as 7,294,403 shares; the filing clarifies the correct ownership figure. The report is signed by Dr. Phillip Frost as trustee and individually on 09/12/2025.

Dr. Phillip Frost and Frost Gamma Investments Trust reported transactions in Fluent, Inc. (FLNT). On 09/04/2025 pre-funded warrants with a $0.0005 exercise price were disposed of (571,429 warrants) and converted into 571,429 common shares by immediate exercise, resulting in an additional 571,429 common shares acquired. After the transactions the reporting persons beneficially own 7,294,403 shares (indirectly, held by Frost Gamma Investments Trust) plus 8,334 shares reported separately. The filings state the warrants were immediately exercisable and expired upon full exercise, and clarify the trust/beneficiary ownership structure with Dr. Frost as trustee.

Amendment No. 26 to Schedule 13D reports that Phillip Frost, M.D. and Frost Gamma Investments Trust (collectively, the Reporting Person) beneficially own 7,302,737 shares of Fluent, Inc. common stock, representing 28.3% of the 24,268,299 shares outstanding as of August 18, 2025. On August 19, 2025, Gamma Trust purchased $1,000,000 of securities from the Company consisting of pre-funded warrants (exercise price effectively pre-funded) at $1.75 per pre-funded warrant and warrants with a $2.21 exercise price; the warrants become exercisable six months and one day after issuance for five years. The Reporting Person entered a Support Agreement to vote in favor of specified stockholder actions and a Registration Rights Agreement obligating the Company to register resale of certain securities. The filing incorporates forms of the transaction agreements as exhibits.