[SCHEDULE 13D/A] Fluent, Inc. SEC Filing

Rhea-AI Filing Summary

Fluent, Inc. (NASDAQ: FLNT) – Schedule 13D/A (Amendment No. 6) filed 06/20/2025

Long-time co-founder and director Matthew Conlin discloses beneficial ownership of 3,797,607 shares, or 16.1 % of outstanding common stock (21,853,756 shares outstanding as of 06/18/2025). The stake comprises:

• 1,487,831 shares held directly.
• 333,334 shares held via RSMC Partners, LLC.
• 185,214 shares held through family trusts (2017 Conlin Shakra & Conlin Family Foundation).
• 612,110 conversion shares tied to a convertible subordinated promissory note (issued 08/19/2024) convertible at the lower of $3.01 or the prevailing market price, but not below $1.00.
• 1,179,118 pre-funded warrant shares (acquired 12/02/2024 & 03/19/2025) with a nominal $0.0005 exercise price; shareholder approval for exercise was obtained at the 2025 Annual Meeting (06/18/2025).

Conlin has sole voting power over the full 3.8 million shares and sole dispositive power over 3.46 million, with 333,334 shares subject to shared dispositive power via RSMC Partners. The filing states that, beyond the described financings, Conlin has no current plans to pursue actions listed in Item 4 (e.g., mergers, asset sales, or board changes).

Key takeaways for investors: (1) A core insider increased economic exposure through deeply in-the-money pre-funded warrants and a convertible note, signalling continued alignment but introducing potential dilution once instruments are exercised or converted. (2) Aggregate insider concentration at 16 % may influence future corporate actions and trading liquidity. (3) Conversion pricing mechanics could cap upside should shares approach $3.01, while the $1.00 floor limits downside conversion pressure.

Positive

• Insider ownership rises to 16.1 %, indicating continued commitment from company co-founder.
• Shareholder approval obtained for issuance and exercise of 1.18 million pre-funded warrants, removing regulatory uncertainty.
• Convertible note carries a $1.00 floor price, limiting extreme downside dilution.

Negative

• Exercise of warrants and note conversion could increase share count by ~8 %, pressuring EPS and valuation multiples.
• Convertible note’s price cap ($3.01) may constrain upside if shares appreciate significantly.

Insights

Securities Analyst

TL;DR: Insider boosts stake to 16 %; signal of confidence but adds dilution overhang.

From a valuation lens, Conlin’s enlarged position—via $0.0005 pre-funded warrants and a flexible-priced convertible note—shows personal conviction in FLNT’s turnaround story after a difficult 2024. The instruments are already funded, so incremental cash inflow is negligible, yet the company faces up to 1.8 million new shares when fully exercised or converted, a roughly 8 % dilution to current float. Conversion pricing capped at $3.01 could limit near-term upside if shares rally. Still, insider alignment at board level may support strategic stability and strengthen market perception amid ongoing performance challenges.

Corporate Governance Expert

TL;DR: Governance positive—large insider aligned, warrants cleared via shareholder vote.

The shareholder-approved structure minimises governance friction: pre-funded warrants carried a nominal strike but required majority consent, which was duly obtained at the 2025 AGM, maintaining compliance with Nasdaq rules. Conlin’s transparent disclosure of trustee roles across multiple family entities clarifies potential related-party dynamics. While dilution risk exists, the combination of insider skin-in-the-game and procedural compliance is viewed favorably from a governance standpoint, improving board accountability and signalling long-term commitment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Fluent, Inc.

(Name of Issuer)

Common Stock, par value $0.0005 per share

(Title of Class of Securities)

34380C201

(CUSIP Number)

Daniel J. Barsky, Esq.
300 Vesey Street, 9th Floor,
New York, NY, 10282
(646) 669-7272

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 34380C201

1

Name of reporting person

Conlin Matthew

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,797,607.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,464,273.00
10	Shared Dispositive Power 333,334.00

11

Aggregate amount beneficially owned by each reporting person

3,797,607.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Sole Voting Power: The Reporting Person's shares include (i) 1,487,831 shares held directly, (ii) 333,334 shares held by RSMC Partners, LLC, (iii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iv) 125,039 shares held by the Conlin Family Foundation Trust, (v) 612,110 shares of common stock (the "Conversion Shares") issuable upon conversion of a convertible subordinated promissory note (the "Note") issued on August 19, 2024, (vi) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vii) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. Does not include (i) 91,667 restricted stock units ("RSUs") that were fully vested as of January 1, 2019 but are subject to deferred delivery, (ii) 8,333 RSUs that were fully vested as of February 1, 2020, but are subject to deferred delivery, and (iii) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. (2) Sole Dispositive Power: The Reporting Person's shares include (i) 1,487,831 shares held directly, (ii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iii) 125,039 shares held by the Conlin Family Foundation Trust, (iv) 612,110 Conversion Shares issuable upon conversion of the Note, (v) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vi) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. Does not include (i) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (ii) 8,333 RSUs that were fully vested as of February 1, 2020, but are subject to deferred delivery, and (iii) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. (3) Shared Dispositive Power: Represents 333,334 shares held by RSMC Partners, LLC. (4) The number of Conversion Shares issuable upon conversion of the Note is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as set forth herein. Specifically, the Note is convertible into shares of the Issuer's common stock at the Conversion Price. "Conversion Price" means an amount equal to the lesser of (i) $3.01, subject to adjustment pursuant to the terms of the Note and (ii) the greater of (A) the consolidated closing bid price of the Issuer's common stock as reported on The Nasdaq Capital Market or such other principal market or exchange on which the common stock is then traded (the "Principal Market") on the applicable conversion date or, if such date is not a Trading Day (as defined in the Note), then on the Trading Date that is immediately prior to the applicable conversion date and (B) $1.00, subject to adjustment pursuant to the terms of the Note. "Trading Day" means any day during which the Principal Market is open for trading. (5) The Reporting Person is a member of RSMC Partners, LLC and Trustee of the Conlin Shakra Family Trust and Conlin Family Foundation Trust.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0005 per share
(b)	Name of Issuer: Fluent, Inc.
(c)	Address of Issuer's Principal Executive Offices: 300 VESEY STREET, 300 VESEY STREET, NEW YORK, NEW YORK , 10282.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: The Pre-Funded Warrants were (as defined herein) purchased with the Reporting Person's personal funds.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: On December 2, 2024, the Reporting Person acquired the following pre-funded warrants (the "December Pre-Funded Warrants"): (i) December Pre-Funded Warrants to purchase up to 172,771 shares of the Issuer's common stock issued to the Reporting Person and (ii) December Pre-Funded Warrants to purchase up to 86,385 shares of the Issuer's common stock issued to the Conlin Family Foundation Trust of which the Reporting Person is a Trustee. On March 19, 2025, the Reporting Person acquired the following pre-funded warrants (the "March Pre-Funded Warrants" and together with the December Pre-Funded Warrants, the "Pre-Funded Warrants"): (i) March Pre-Funded Warrants to purchase up to 689,972 shares of the Issuer's common stock issued to the Reporting Person and (ii) March Pre-Funded Warrants to purchase up to 229,990 shares of the Issuer's common stock issued to the Conlin Family Foundation Trust of which the Reporting Person is a Trustee. The exercise of the Pre-Funded Warrants was subject to stockholder approval and the Issuer was obligated to use its reasonable best efforts to obtain stockholder approval of the exercise of the Pre-Funded Warrants in accordance with the rules of the Nasdaq Stock Market at the next annual meeting of the Issuer's stockholders which was held on June 18, 2025 (the "2025 Annual Meeting"). At the 2025 Annual Meeting, the stockholders of the Issuer approved the issuance of the Pre-Funded Warrants and shares of the Issuer's common stock issuable upon exercise thereof. The Pre-Funded Warrants are exercisable at $0.0005 per share and will terminate when exercised in full. Other than as described above, the Reporting Person does not have any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person is the beneficial owner of 3,797,607 shares of common stock of the Issuer, representing 16.1% of the Issuer's common stock based on 21,853,756 shares of the Issuer's common stock outstanding as of June 18, 2025. The foregoing includes (i) 1,487,831 shares held directly, (ii) 333,334 shares held by RSMC Partners, LLC, (iii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iv) 125,039 shares held by the Conlin Family Foundation Trust, (v) 612,110 Conversion Shares issuable upon conversion of the Note, (vi) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vii) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. The number of Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as described on page 2. The foregoing excludes (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. The Reporting Person is a member of RSMC Partners, LLC and Trustee of the Conlin Shakra Family Trust and Conlin Family Foundation Trust.
(b)	The Reporting Person is deemed to have sole power to vote or direct the vote of 3,797,607 shares of the Issuer's common stock, sole power to dispose or to direct the disposition of 3,464,273 shares of the Issuer's common stock, shared power vote or direct the vote of 0 shares of the Issuer's common stock and shared power to dispose or to direct the disposition of 333,334 shares of the Issuer's common stock as more fully described on page 2.
(c)	Other than the acquisition by the Reporting Person of an aggregate of 1,179,118 Pre-Funded Warrants to purchase shares of the Issuer's common stock (862,743 issued to the Reporting Person and 316,375 issued to Conlin Family Foundation Trust of which the Reporting Person is Trustee), the Reporting Person did not effect any transactions in the common stock of the Issuer in the past 60 days.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Conlin Matthew

Signature:	/s/ Matthew Conlin
Name/Title:	Matthew Conlin
Date:	06/20/2025

FAQ

How many shares of FLNT does Matthew Conlin now control?

He beneficially owns 3,797,607 shares, representing 16.1 % of Fluent’s outstanding common stock.

What is the exercise price of the newly disclosed pre-funded warrants?

All pre-funded warrants are exercisable at a nominal $0.0005 per share and remain outstanding until fully exercised.

When were the warrants acquired and approved?

Warrants were acquired on 12/02/2024 and 03/19/2025; their exercise was approved by shareholders at the 2025 Annual Meeting on 06/18/2025.

What are the conversion terms of the August 2024 subordinated note?

Shares convert at the lesser of $3.01 or the market closing price on the conversion date, but never below $1.00.

Does Conlin intend to push for strategic changes at Fluent, Inc.?

According to Item 4, Conlin presently has no plans or proposals regarding mergers, asset sales, board changes, or other strategic actions.