[8-K] Fluent, Inc. Reports Material Event

Rhea-AI Filing Summary

Barclays Bank PLC intends to issue Global Medium-Term Notes, Series A that mature on 5 August 2030 and are linked to the least-performing of the S&P 500® Index (SPX) and the Dow Jones Industrial Average® (INDU).

• Principal terms. Minimum denomination is $1,000; Initial Valuation Date 31 July 2025; Issue Date 5 August 2025; Final Valuation Date 31 July 2030; Maturity Date 5 August 2030.
• Payout structure. • If the Final Value of the least-performing reference asset ≥ its Initial Value: Payment = $1,000 + ($1,000 × min[Reference Asset Return, 60%]). • If the Final Value < Initial Value: Payment = principal only ($1,000). • Maximum redemption value is therefore $1,600 per $1,000 note (60% cap); there is no downside participation below principal.
• Estimated value. Barclays’ internal models indicate an initial fair value between $887.20 and $967.20 per note, below the $1,000 issue price. The difference reflects dealer commissions (up to 0.925%), hedging and structuring costs.
• Distribution & liquidity. Notes will not be listed on an exchange; Barclays Capital Inc. may make a secondary market but is not obliged to do so.
• Credit & bail-in risk. The notes are unsecured, unsubordinated claims on Barclays Bank PLC and are subject to potential write-down or conversion under the U.K. Bail-in Power.
• Tax. Barclays intends to treat the notes as contingent payment debt instruments; U.S. investors must accrue taxable interest annually even though no cash is paid before maturity.
• Risk highlights. No periodic coupons; upside capped at 60%; value may be volatile prior to maturity; secondary market price likely lower than issue price; performance depends on both equity indices individually (no basket averaging).

Positive

• 100% principal repayment at maturity if Barclays remains solvent, regardless of index performance.
• Upside participation up to 60% on the weaker index offers potential total return of $1,600 per $1,000 note.
• Diversified reference assets (SPX and INDU) cover broad U.S. equity exposure.

Negative

• Upside capped at 60%; gains beyond that are forfeited.
• No interim coupons or dividends; investors receive no cash flows until maturity.
• Issuer credit & U.K. bail-in risk could result in partial or total loss despite index performance.
• Estimated fair value up to 11.3% below issue price, implying negative mark-to-market from day one.
• Illiquidity: unlisted security with discretionary and potentially thin secondary market.
• Tax burden: holders must accrue taxable interest annually even though no cash is received.

Insights

Structured Products Analyst

TL;DR: Capital-protected equity-linked note offers 0–60% capped upside, no interim income, and full principal at risk to Barclays credit & bail-in.

The instrument functions as a five-year principal-protected note coupled with a digital equity option on the weaker of the S&P 500 and the Dow. Investors sacrifice dividends and any upside above 60% for downside protection to par. The issuer estimates fair value up to 11.3% below issue price, signalling high distribution costs and negative carry for early sellers. Liquidity is limited because the notes are unlisted and dealer support is discretionary. Credit and regulatory bail-in risk remain material given the unsecured nature. Overall impact is neutral to mildly positive for buyers seeking equity exposure with floor at par, but unattractive for those requiring yield or full upside.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 18, 2025

FLUENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37893		77-0688094
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Vesey Street, 9th Floor New York, New York		10282
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 669-7272

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0005 par value per share		FLNT		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Fluent, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") virtually. The total number of shares represented in person or by proxy at the Annual Meeting was 13,987,707 of the 20,643,660 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the April 24, 2025 record date. The following matters were voted upon at the Annual Meeting:

(1) The election of seven directors to serve for a one year term until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

Director Nominee		For		Against		Abstain		Broker Non-Vote
Matthew Conlin		6,051,573		115,897		909		3,559,872
James P. Geygan		6,059,085		108,384		910		3,559,872
David A. Graff		6,056,020		111,450		909		3,559,872
Barbara Shattuck Kohn		5,998,291		169,179		909		3,559,872
Donald Mathis		6,000,914		166,556		909		3,559,872
Richard Pfenniger, Jr.		5,977,632		189,845		902		3,559,872
Ryan Schulke		6,059,399		108,070		910		3,559,872

(2) The approval, on an advisory basis, of the 2024 Compensation of the Company's named executive officers (Say-on-Pay):

For		Against		Abstain		Broker Non-Vote
5,990,687		119,944		57,748		3,559,872

(3) The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

For		Against		Abstain
9,368,031		350,451		9,769

(4) The approval, or purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(c), pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of November 29, 2024 to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuable upon exercise thereof:

For		Against		Abstain		Broker Non-Vote
6,049,521		117,114		1,744		3,559,872

(5) The approval, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(c), pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of March 19, 2025 to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuable upon exercise thereof:

For		Against		Abstain		Broker Non-Vote
6,050,654		115,880		1,845		3,559,872

(6) The approval, for the purposes of complying with Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), the convertible subordinated promissory notes issued pursuant to those certain securities purchase agreements dated as of August 19, 2024 to certain of the Company’s directors and/or officers, and in certain cases affiliates of such persons, and a principal stockholder of the Company and the conversion of such notes into shares of the Company’s common stock in excess of the share cap on conversion and any future adjustments of the Conversion Price (as defined in the notes) of such notes:

For		Against		Abstain		Broker Non-Vote
6,050,405		116,390		1,584		3,559,872

(7) The approval of an amendment to the Fluent, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved thereunder to 3,666,666 shares from 1,666,666 shares:

For		Against		Abstain		Broker Non-Vote
5,223,212		944,457		710		3,559,872

(8) The approval of an adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals:

For		Against		Abstain
9,198,133		528,710		1,408

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereinto duly authorized.

	Fluent, Inc.
June 20, 2025	By:	/s/ Donald Patrick
	Name:	Donald Patrick
	Title:	Chief Executive Officer

FAQ

What is the maximum return on the Barclays 2030 equity-linked notes?

The maximum payment is $1,600 per $1,000 note, representing a 60 % capped upside.

Do the notes guarantee principal protection?

At maturity investors receive at least $1,000 per note, but only if Barclays Bank PLC does not default or become subject to U.K. bail-in.

How is the payout determined at maturity?

Payment depends on the Reference Asset Return of the worst-performing index; if it is ≥0% you receive principal plus up to 60% gain; otherwise only principal.

Will the notes pay periodic interest or dividends?

No. There are no coupons or dividend entitlements; all value is realized at maturity.

Can I sell the notes before 2030?

Barclays Capital Inc. may provide a secondary market but is not obliged; prices will likely be below the $1,000 issue price and could be volatile.

Why is the estimated value below the issue price?

The $887.20–$967.20 fair-value range reflects dealer commissions, hedging costs and Barclays’ funding spread.

What tax treatment applies to U.S. investors?

Barclays intends to treat the notes as contingent payment debt instruments; investors must accrue taxable interest annually based on a comparable yield.