Fluent, Inc. SEC Filings

Matthew Conlin, a director, 10% owner and Chief Customer Officer of Fluent, Inc. (FLNT), reported acquisitions on 08/19/2025 of both pre-funded warrants and warrants tied to the company's common stock. The filing shows 85,714 pre-funded warrants and 85,714 warrants acquired directly, plus 57,143 pre-funded warrants and 57,143 warrants held indirectly by the Conlin Family Foundation Trust, for a combined underlying common share exposure of 285,714 shares. Pre-funded warrants carry a $0.0005 price and terminate upon full exercise; warrants carry a $2.21 exercise price and expire 02/20/2031. Both instrument types become immediately exercisable after stockholder approval of the offering. The report is signed 08/21/2025.

Patrick Donald Huntley, Chief Executive Officer of Fluent, Inc. (FLNT), reported acquisitions on Form 4 dated 08/19/2025 and signed 08/21/2025. The filing shows two derivative purchases: 14,286 Pre-Funded Warrants at a price of $0.0005 and 14,286 Warrants with a conversion price of $2.21. Each derivative represents the right to acquire 14,286 shares of Common Stock and is reported as direct beneficial ownership.

The pre-funded warrants and warrants are described as immediately exercisable only after stockholder approval of the offering; the warrants have an expiration date of 02/20/2031. The pre-funded warrants will terminate when fully exercised. No other transactions or changes in existing common-stock holdings are disclosed in this filing.

Ryan Schulke, Chief Strategy Officer and Director of Fluent, Inc. (FLNT), reported acquiring pre-funded warrants and warrants tied to 428,571 shares each on 08/19/2025. The pre-funded warrants have a stated price of $0.0005 and represent the right to purchase 428,571 shares of common stock once stockholder approval of the offering is obtained; they terminate when fully exercised. The warrants carry an exercise price of $2.21, cover 428,571 underlying shares and are exercisable only after stockholder approval; they expire on 02/20/2031. The reported holdings after the transactions are 428,571 shares for each instrument, held directly. Schulke is identified as a director, a 10% owner and an officer (Chief Strategy Officer).

Fluent, Inc. reported material liquidity and capital structure developments in its Form 10-Q. Management disclosed substantial doubt about the company's ability to continue as a going concern for one year following the report date due to covenant non-compliance risk under its SLR Credit Facility. The SLR facility had an outstanding principal balance of $20,000 as of June 30, 2025, with an effective interest rate of ~10.34% at that date and a maturity date of April 2, 2029. The company expects an equity financing of approximately $10.3 million to close August 19, 2025 and secured covenant waivers and amendments that reset covenants through August 31, 2026. Convertible notes totaling $2,050 (13% PIK interest) and a $2,000 note payable related to a settlement (SOFR+11%) were disclosed. Capital actions included a reverse stock split and share issuances; common shares outstanding were reported at 24,268,299 with 768,595 treasury shares. The filing references net losses of $15.5 million and $17.9 million (periods shown) and other non-cash and restructuring items.

Fluent, Inc. (FLNT) completed a private offering and disclosed material terms affecting registration, fees and stockholder approval obligations. The company entered into Purchase Agreements and a Registration Rights Agreement requiring it to file a registration statement covering the sold securities within 30 days of the Effective Date and to have that registration declared effective by the 60th day after the Effective Date (or the 90th day if the SEC conducts a full review). If the company fails to meet those deadlines, it must pay a monthly cash fee equal to 1% of each purchaser's aggregate purchase price (capped at 10% per purchaser) until cured. Benchmark Company, LLC acted as sole placement agent with Kestrel sourcing the deal; fees equal 7.0% of gross proceeds (3.0% for certain pre-existing investors) plus expense reimbursement. Securities were sold unregistered under Section 4(a)(2). The company is also obligated to use reasonable best efforts to obtain Nasdaq stockholder approval within 60 days post-closing and to convene additional meetings until approval is obtained.