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

Rhea-AI Filing Summary

Fluent, Inc. disclosed that its indirect subsidiary Inbox Pal, LLC entered into a Membership Interest Purchase Agreement with InsurCo, LLC, under which InsurCo acquired all membership interests of Winopoly, LLC. The aggregate purchase price is $3.0 million, payable to Fluent, LLC through a secured promissory note from the buyer.

The promissory note is backed by a first-priority security interest in substantially all of the buyer’s assets, with limited subordination permitted for future financing. Before closing, Fluent contributed certain business-related assets to Winopoly, while working capital, including pre-closing accounts receivable, was excluded. The agreement includes customary representations, warranties, indemnities, employee-related provisions, data-use restrictions, and mutual releases.

Insights

M&A and Capital Structure Analyst

Fluent sells Winopoly unit for $3.0M via secured note.

Fluent, through its subsidiary Inbox Pal, sold all membership interests in Winopoly, LLC to InsurCo, LLC for an aggregate purchase price of $3.0 million. Consideration is structured as a secured promissory note payable to Fluent, LLC, rather than upfront cash.

The note is secured by a first-priority security interest in substantially all of the buyer’s assets, with subordination allowed only as reasonably required for future senior or additional financing. This provides collateral support while still permitting the buyer to raise debt later, depending on lender requirements.

The deal excludes working capital, including pre-closing accounts receivable, and is accompanied by customary representations, warranties, indemnification provisions, employee-related terms, mutual releases, and post-closing data use restrictions. Overall impact on Fluent depends on Winopoly’s prior contribution and future collections on the note, which are not detailed here.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) January 31, 2026

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, including ZIP code)

(646) 669-7272

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

-1-

Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2026, Inbox Pal, LLC, an indirect subsidiary of Fluent, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with InsurCo, LLC (“Buyer”).

Pursuant to the Purchase Agreement, Buyer acquired all of the issued and outstanding membership interests of Winopoly, LLC, a New York limited liability company. The aggregate purchase price for the transaction is $3.0 million, payable to Fluent, LLC pursuant to a secured promissory note issued by Buyer at closing. The promissory note is secured by a first-priority security interest in substantially all assets of Buyer, subject only to subordination reasonably required for senior or additional financing as may be reasonablyrequired by a future lender.

In connection with the transaction, prior to closing, the Company contributed to Winopoly, LLC certain assets used or held for use primarily in the business being sold. The transaction excludes all working capital, including pre-closing accounts receivable.

The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions, and mutual releases, including provisions relating to employee matters and post-closing data use restrictions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		At-The-Market Issuance Sales Agreement by and between the Company and Lake Street Capital Markets, LLC dated December 31, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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 hereunto duly authorized.

Date: February 5, 2026	Fluent, Inc.
	/s/ Donald Patrick
	Donald Patrick
	Chief Executive Officer

-3-

FAQ

What transaction did Fluent, Inc. (FLNT) disclose in this 8-K?

Fluent disclosed that Inbox Pal, LLC, its indirect subsidiary, entered a Membership Interest Purchase Agreement with InsurCo, LLC. InsurCo acquired all membership interests of Winopoly, LLC, a New York limited liability company, under agreed terms including a secured promissory note and customary protections.

What is the purchase price for Fluent’s sale of Winopoly, LLC?

The aggregate purchase price for the Winopoly, LLC sale is $3.0 million. This amount is payable to Fluent, LLC under a secured promissory note issued by the buyer at closing, rather than as immediate cash consideration, and is backed by a security interest in buyer assets.

How is the $3.0 million purchase price to Fluent structured?

The $3.0 million purchase price is structured as a secured promissory note from InsurCo, LLC to Fluent, LLC. The note is collateralized by a first-priority security interest in substantially all buyer assets, with limited subordination permitted for future senior or additional financing arrangements.

What assets and liabilities were included or excluded in the Winopoly, LLC sale?

Before closing, Fluent contributed certain assets used or held for use primarily in the Winopoly business into Winopoly, LLC. The transaction excludes all working capital, including pre-closing accounts receivable, meaning those short-term items remain outside what the buyer acquired in this deal.

What key protections and provisions are in the Winopoly Purchase Agreement?

The Purchase Agreement includes customary representations, warranties, covenants, indemnification provisions, and mutual releases. It also contains provisions addressing employee matters and post-closing data use restrictions, helping define ongoing responsibilities and limiting how data related to the sold business may be used after closing.

Which subsidiary of Fluent, Inc. executed the Winopoly sale agreement?

Inbox Pal, LLC, an indirect subsidiary of Fluent, Inc., executed the Membership Interest Purchase Agreement with InsurCo, LLC. Through this agreement, Inbox Pal sold all issued and outstanding membership interests of Winopoly, LLC, transferring ownership of that New York limited liability company to the buyer.