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

Rhea-AI Filing Summary

Amendment No. 7 to Schedule 13D, filed on 20 June 2025, details the current and potential equity position of Ryan Schulke in Fluent, Inc. (NASDAQ: FLNT). Schulke now beneficially owns 4,934,295 common shares, equal to 21.1 % of the 21,853,756 shares outstanding as of 18 June 2025. His holdings comprise directly owned stock, multiple family trusts, a GRAT structure, and 333,334 shares held through RSMC Partners, LLC.

The filing highlights three key instruments that could materially expand ownership:

• Pre-Funded Warrants: 1,041,123 total warrants (551,977 to Schulke, 489,146 to a family trust) purchased on 2 Dec 2024 and 19 Mar 2025. They are exercisable at $0.0005 per share and became exercisable following shareholder approval at the 18 June 2025 annual meeting.
• Convertible Subordinated Note: Issued 19 Aug 2024, currently convertible into 459,082 shares at the lesser of $3.01 or a market-linked formula, with a $1.00 floor.
• Stockholders’ Agreement with Dr. Phillip Frost / Frost Gamma: Provides Schulke shared voting alignment over an additional 6,787,063 shares.

If the warrants are fully exercised and the note converted—and if Frost-related shares are counted—Schulke’s aggregate influence could reach 11,271,358 shares, or 48.1 % of the company, potentially giving him effective control of board appointments. All purchases were funded with Schulke’s personal funds, and the filing notes no additional plans regarding mergers, asset sales or other transformative actions.

Positive

• High insider commitment: Schulke’s 21.1 % stake signals confidence in FLNT’s prospects.
• Personal funds used: No company cash outflow; purchase funded privately.
• Board support alignment: Voting agreement with Frost could provide stable leadership direction.

Negative

• Dilution risk: Exercising 1.04 M pre-funded warrants and converting notes will expand share count and may pressure valuation.
• Control concentration: Potential 48 % influence could marginalize minority shareholders.
• Variable conversion price: Note converts at the lower of $3.01 or market price (floor $1.00), incentivising conversion during price weakness.

Insights

Securities Analyst

TL;DR: Insider boosts stake to 21.1 %; cheap warrants and note could nearly double float, creating dilution but signalling commitment.

Schulke’s position confirms deep insider alignment in FLNT. The $0.0005 exercise price makes the warrants economically risk-free, meaning conversion is almost certain and will expand shares outstanding by roughly 4.8 %. The note’s market-based conversion could add further supply during price weakness. While insider confidence can reassure investors, the potential 48 % fully-diluted control raises concentration and liquidity concerns. Short- to mid-term, headline impact is moderate; material dilution will depend on the timing of conversions.

Corporate Governance Expert

TL;DR: Voting pact with Frost plus warrants positions Schulke near de-facto control; board influence increases, minority rights need monitoring.

The filing reveals a structured path to majority influence without launching a formal takeover. By aligning with Frost Gamma, Schulke can effectively command almost half of outstanding shares. This heightens key-man risk and may deter hostile activity, but also raises governance scrutiny regarding minority shareholder protections, related-party transactions, and future capital raises. Exercise of warrants at a nominal price transfers value from existing holders to Schulke/trusts. Impact is strategically significant yet not immediately disruptive, justifying a neutral rating with a watch on future actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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

Schulke Ryan

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 4,934,295.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,600,961.00
10	Shared Dispositive Power 333,334.00

11

Aggregate amount beneficially owned by each reporting person

4,934,295.00

12

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

13

Percent of class represented by amount in Row (11)

21.1 %

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) 2,827,831 shares held directly, (ii) 103,027 shares held by The Schulke Inn Family Foundation Trust, (iii) 20,208 shares held by The Ryan Schulke 2020 GRAT, (iv) 149,690 shares held by The Ryan Schulke 2022 GRAT, (v) 333,334 shares held by RSMC Partners, LLC, (vi) 459,082 shares of common stock (the "Conversion Shares") issuable upon conversion of a convertible subordinated promissory note (the "Note") issued on August 19, 2024, (vii) 551,977 shares of common stock issuable upon exercise of a pre-funded warrant issued to the Reporting Person and (viii) 489,146 shares of common stock issuable upon exercise of pre-funded warrants issued to The Schulke Inn Family Foundation Trust. Does not include (a) 91,667 restricted stock units ("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. (2) Shared Voting Power: The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma Investments Trust ("Frost Gamma") by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's shared voting power does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma, the Reporting Person would have shared voting control over 6,787,063 shares which includes (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 shares of common stock (the "Frost Conversion Shares") issuable upon conversion of a convertible subordinated promissory note (the "Frost Note") issued to Frost Gamma on August 19, 2024 and (iv) 909,297 shares of common stock (the "Frost Warrant Shares") issuable upon exercise of a warrant (the "Frost Warrant") issued to Frost Gamma on May 19, 2025. (3) Sole Dispositive Power: The Reporting Person's shares include (i) 2,827,831 shares held directly, (ii) 103,027 shares held by The Schulke Inn Family Foundation Trust, (iii) 20,208 shares held by The Ryan Schulke 2020 GRAT, (iv) 149,690 shares held by The Ryan Schulke 2022 GRAT, (v) 459,082 Conversion Shares issuable upon conversion of the Note, (vi) 551,977 shares of common stock issuable upon exercise of a pre-funded warrant issued to the Reporting Person and (vii) 489,146 shares of common stock issuable upon exercise of pre-funded warrants issued to The Schulke Inn Family Foundation Trust. Does not include (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. (4) Shared Dispositive Power: Represents 333,334 shares held by RSMC Partners, LLC. (5) Aggregate Amount Beneficially Owned: The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's aggregate amount beneficially owned does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have a beneficial ownership interest in these shares, the Reporting Person would own 11,271,358 shares, or 48.1% of the Issuer's outstanding common shares. The shares owned by Dr. Phillip Frost and Frost Gamma include (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 Frost Conversion Shares issuable upon conversion of the Frost Note and (iv) 909,297 Frost Warrant Shares issuable upon exercise of the Frost Warrant. (6) The number of Conversion Shares and Frost Conversion Shares issuable upon conversion of the Note and Frost Note (collectively, the "Notes"), respectively, 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 Notes are 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 Notes 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, 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 Notes. "Trading Day" means any day during which the Principal Market is open for trading. (7) The Reporting Person is a member of RSMC Partners, LLC, Co-Trustee of The Schulke Inn Family Foundation Trust and Trustee of The Ryan Schulke 2020 GRAT and The Ryan Schulke 2022 GRAT.

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 (as defined herein) was 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 Schulke Inn Family Foundation Trust acquired a pre-funded warrant (the "December Pre-Funded Warrant") to purchase up to 259,156 shares of the Issuer's common stock. 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 Warrant, the "Pre-Funded Warrants"): (i) March Pre-Funded Warrants to purchase up to 551,977 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 Schulke Inn Family Foundation Trust of which the Reporting Person is a Co-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 4,934,295 shares of common stock of the Issuer, representing 21.1% 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 include (i) 2,827,831 shares held directly, (ii) 103,027 shares held by The Schulke Inn Family Foundation Trust, (iii) 20,208 shares held by The Ryan Schulke 2020 GRAT, (iv) 149,690 shares held by The Ryan Schulke 2022 GRAT, (v) 333,334 shares held by RSMC Partners, LLC, (vi) 459,082 Conversion Shares issuable upon conversion of the Note, (vii) 551,977 shares of common stock issuable upon exercise of a pre-funded warrant issued to the Reporting Person and (viii) 489,146 shares of common stock issuable upon exercise of pre-funded warrants issued to The Schulke Inn Family Foundation Trust. Does not include (a) 91,667 restricted stock units ("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 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 3. 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, Co-Trustee of The Schulke Inn Family Foundation Trust and Trustee of The Ryan Schulke 2020 GRAT and The Ryan Schulke 2022 GRAT. The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's beneficial ownership does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have a beneficial ownership interest in these shares, the Reporting Person would own 11,271,358 shares, or 48.1% of the Issuer's outstanding common shares. The shares owned by Dr. Phillip Frost and Frost Gamma include (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 Frost Conversion Shares issuable upon conversion of the Frost Note and (iv) 909,297 Frost Warrant Shares issuable upon exercise of the Frost Warrant. The number of Frost 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 3.
(b)	The Reporting Person is deemed to have sole power to vote or direct the vote of 4,934,295 shares of the Issuer's common, sole power to dispose or to direct the disposition of 4,600,961 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. The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's shared voting power does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma, the Reporting Person would have shared voting control over 6,787,063 shares which includes (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 Frost Conversion Shares issuable upon conversion of the Frost Note and (iv) 909,297 Frost Warrant Shares issuable upon exercise of the Frost Warrant.
(c)	Other than the acquisition by the Reporting Person of an aggregate of 1,041,123 Pre-Funded Warrants to purchase shares of the Issuer's common stock (551,977 issued to the Reporting Person and 489,146 issued to The Schulke Inn Family Foundation Trust of which the Reporting Person is Co-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.

Schulke Ryan

Signature:	/s/ Ryan Schulke
Name/Title:	Ryan Schulke
Date:	06/20/2025

FAQ

How many Fluent (FLNT) shares does Ryan Schulke currently own?

He beneficially owns 4,934,295 shares, representing 21.1 % of outstanding stock.

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

The warrants are exercisable at $0.0005 per share and terminate when fully exercised.

How could Schulke’s ownership in FLNT reach 48.1 %?

If all warrants and notes are converted and Frost/Gamma shares are counted via the voting pact, total influence would be 11,271,358 shares (48.1 %).

When did shareholders approve the issuance of the pre-funded warrants?

Approval was granted at the 18 June 2025 annual meeting.

What is the conversion formula for the August 2024 subordinated note?

Shares convert at the lesser of $3.01 or the greater of market closing bid and $1.00 on the conversion date.