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. 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.
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.
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.