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.’s major shareholder updates ownership details. Phillip Frost, M.D. and Frost Gamma Investments Trust report beneficial ownership of 7,874,166 shares of Fluent common stock, representing 24.7% of the company, based on 30,287,597 shares outstanding as of November 12, 2025.
This total includes 66,667 shares underlying a convertible subordinated promissory note, 909,297 shares underlying warrants issued May 19, 2025, and 571,429 shares underlying warrants issued August 19, 2025. These 571,429 warrants, with a $2.21 exercise price, will be fully exercisable on February 20, 2026. The acquisitions were funded from the working capital of Frost Gamma Investments Trust.
Fluent, Inc. director and 10% owner James P. Geygan reported indirect sales of the company’s common stock through Global Value Investment Corporation (GVIC). On December 16, 2025, a GVIC-managed client account sold 25,400 shares of Fluent common stock at a weighted average price of $2.082, leaving 2,973,495 shares beneficially owned indirectly. On December 17, 2025, the account sold another 15,170 shares at a weighted average price of $2.0447, reducing indirect beneficial ownership to 2,958,325 shares.
The filing states these were non-discretionary, unsolicited trades executed at the sole direction of the account owner for tax management purposes. Geygan also reports both direct and indirect holdings of pre-funded warrants and warrants exercisable into Fluent common stock. The pre-funded warrants become exercisable only after stockholder approval and terminate when fully exercised, while the warrants become exercisable after stockholder approval and expire three years from issuance. Geygan disclaims beneficial ownership of GVIC-managed securities beyond any pecuniary interest.
Fluent, Inc. insider Global Value Investment Corporation (GVIC) reported client-directed sales of Fluent common stock and detailed its warrant holdings. On December 16, 2025, an indirectly managed account sold 25,400 shares of common stock at a weighted average price of $2.082, and on December 17, 2025 it sold another 15,170 shares at a weighted average price of $2.0447, both coded as transaction type J. After these sales, GVIC reported indirect beneficial ownership of 3,007,321 shares of Fluent common stock held through Global Value Investment Corporation-managed accounts.
The filing states these were non-discretionary, unsolicited trades executed in a client account at the sole direction of the account owner for tax management. GVIC also reported indirect beneficial ownership of 78,425 pre-funded warrants with an exercise price of $0.0005 per share and 78,425 warrants with an exercise price of $2.2 per share, each exercisable only after stockholder approval of the respective offerings, with the pre-funded warrants terminating upon full exercise and the warrants expiring three years from issuance.
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. 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.