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.
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. 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. filed a current report to note that it released its second quarter 2025 financial results. The company stated that, on August 19, 2025, it issued a press release describing its results of operations and financial condition for that quarter.
The press release is furnished as Exhibit 99.1 to the report, while an Inline XBRL cover page file is provided as Exhibit 104. Fluent also clarifies that the information in this report and Exhibit 99.1 is furnished rather than filed, which limits how it is treated under federal securities laws.
Fluent, Inc. filed a current report to note that it released its second quarter 2025 financial results. The company stated that, on August 19, 2025, it issued a press release describing its results of operations and financial condition for that quarter.
The press release is furnished as Exhibit 99.1 to the report, while an Inline XBRL cover page file is provided as Exhibit 104. Fluent also clarifies that the information in this report and Exhibit 99.1 is furnished rather than filed, which limits how it is treated under federal securities laws.
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.
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.
Fluent, Inc. filed a notice that its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 will be late. The company says it needs more time because it is negotiating a proposed fifth amendment to its Credit Agreement with SLR to address non-compliance with financial covenants as of June 30, 2025 and to finalize related disclosures. Fluent intends to file the 10-Q within the five-day extension allowed under SEC rules.
For the six months ended June 30, 2025, Fluent expects to report revenue of $99.2 million, down from $124.7 million a year earlier. Loss from operations is expected to be ($14.2) million, similar to ($14.3) million last year. Net loss is expected to be ($15.5) million, or ($0.68) per diluted share, compared with ($17.9) million, or ($1.11) per diluted share, a year ago. Commerce Media Solutions revenue is expected to grow to $28.7 million from $13.7 million.
Fluent, Inc. (FLNT) – Form 4 insider activity dated 06/24/2025
Chief Executive Officer Donald P. Huntley converted the remainder of his pre-funded warrants into common stock. The warrants, carrying a de-minimis exercise price of $0.0005 per share, were exercised on a cashless basis immediately after shareholder approval of the warrant offering on 06/18/2025.
- Common shares acquired: 30,795 (21,596 + 9,199) through code “M” exercises.
- Common shares surrendered: 6 (5 + 1) through code “J(1)” entries tied to the cashless mechanism.
- Net change: +30,789 shares, lifting Huntley’s direct ownership from roughly 300.9k to 331,680 shares.
- Derivative position: All 30,795 pre-funded warrants were fully exercised; zero derivative securities remain.
No open-market sales occurred, so the transaction does not immediately signal profit-taking. While the converted shares add a minor amount of dilution (<0.1% of FLNT’s ~118 million shares outstanding), the CEO’s larger common position can be viewed as a vote of confidence in the company’s prospects.
Fluent, Inc. (FLNT) Form 4 disclosure
Director Richard C. Pfenniger Jr. received 39,682 restricted stock units (RSUs) on 18-Jun-2025 under the company’s 2022 Omnibus Equity Incentive Plan. The award was issued at $0 cost and will vest in three equal annual tranches starting 18-Jun-2026.
After the grant, Pfenniger’s direct beneficial ownership rose to 90,341 common shares. No dispositions, derivative securities, or 10b5-1 trading plan indications were reported.
The filing is a routine insider equity grant that aligns director incentives with shareholder interests but does not, by itself, signal operational or financial changes at Fluent.