Welcome to our dedicated page for Fluent SEC filings (Ticker: FLNT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Fluent, Inc. filings document the public-company records of a Nasdaq-listed commerce media solutions issuer. Periodic and current reports cover operating results, Commerce Media Solutions revenue activity, material agreements, financing arrangements and capital-structure disclosures tied to common stock, warrants and pre-funded warrants.
Proxy materials describe board elections, executive compensation votes, auditor ratification and stockholder approvals under Nasdaq listing rules. Other 8-K disclosures address governance and compensation matters, including the Fluent, Inc. Equity Participation Plan and cash-settled restricted stock unit awards that track the value of the company’s common stock.
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. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.
Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.
The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.
Fluent, Inc. has filed to register 11,742,854 shares of common stock for resale by existing investors, covering shares issued in an August 19, 2025 private placement and shares underlying related pre-funded warrants and common stock warrants. Fluent will not receive any proceeds from stockholder resales, but may receive cash if the warrants are exercised, which it expects to use for working capital and general corporate purposes.
Fluent operates a data-driven commerce media and customer acquisition platform, running performance-based marketing campaigns across partner sites, its own media properties, and a call-based marketplace. The company discloses substantial doubt about its ability to continue as a going concern due to declining registrations, revenue and profitability, tight borrowing availability under its SLR Credit Agreement, and past financial covenant non-compliance, which required an amendment and an approximately $10.3 million capital raise completed in the August 2025 private placement. The filing also highlights risks around potential future covenant breaches, the need for additional capital, stock price volatility, concentrated ownership, and the possibility of losing Nasdaq listing if requirements are not maintained.
Fluent, Inc. is registering 2,000,000 additional shares of its common stock for issuance under the Fluent, Inc. 2022 Omnibus Equity Incentive Plan. Stockholders approved an amendment to this plan on June 18, 2025 that increased the total number of shares reserved for issuance to 3,666,666 from 1,666,666. This filing uses Form S-8 to add these newly approved shares to the existing registration so they can be granted as equity awards to eligible participants.
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.
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.
Phillip Frost, M.D., and Frost Gamma Investments Trust reported acquisitions in Fluent, Inc. (FLNT) on 08/19/2025. The filing shows the purchase of 571,429 pre-funded warrants (priced at $0.0005 each and immediately exercisable for one share) and 571,429 warrants with an exercise price of $2.21. Each class corresponds to 571,429 underlying common shares and is held indirectly by Frost Gamma Investments Trust. The report lists total beneficial ownership following the transactions as 571,429 shares for each instrument.
The filing includes an ownership chain explanation identifying Dr. Frost as trustee of Frost Gamma Investments Trust and outlining related entities; the reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.
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.