Filing Analysis
Fluent, Inc. filed an 8-K to announce the release of its second quarter 2026 financial results. The filing serves as a formal notification that earnings data is being furnished via press release.
📋 Key Facts
- Report date: August 10, 2026
- Reporting period: Second Quarter 2026
- The company issued a press release (Exhibit 99.1) containing the financial results.
Fluent, Inc. announced the launch of 'Fluent In-Store,' a new commerce media offering that extends its digital solutions into physical retail environments via point-of-sale devices. The initiative is supported by a partnership with Bilt Technologies, Inc., with an initial proof-of-concept deployment scheduled for Beyond, Inc. locations in mid-to-late 2026.
📋 Key Facts
- Launch of 'Fluent In-Store' commerce media offering targeting physical retail environments.
- Technology activates on point-of-sale devices following payment completion.
- Partnership established with Bilt Technologies, Inc. (rewards and payments network).
- Initial proof-of-concept deployment at Beyond, Inc. locations scheduled for mid-July to August 2026.
- Offering provides identity-resolved offers and full-funnel measurement.
Fluent, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. All proposed measures, including director elections, auditor ratification, and equity plan amendments, were approved by the shareholders.
📋 Key Facts
- Annual Meeting held virtually on June 17, 2026.
- Quorum achieved with 24,933,091 shares represented out of 29,815,712 outstanding shares.
- Seven directors were elected for one-year terms.
- Grant Thornton LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026.
- The 2022 Omnibus Equity Incentive Plan was amended to increase reserved shares from 3,666,666 to 5,566,666.
- Shareholders approved pre-funded warrants issued to directors/officers in May 2025 and August 2025 to comply with Nasdaq Listing Rules 5635(b) and 5635(c).
Fluent, Inc. announced its first quarter 2026 financial results on May 13, 2026. The filing serves as a standard quarterly earnings disclosure and includes the associated press release as an exhibit.
📋 Key Facts
- The company reported Q1 2026 financial results on May 13, 2026
- The report was filed under Item 2.02 (Results of Operations and Financial Condition)
- Exhibit 99.1 contains the full press release detailing the financial performance
Fluent, Inc. announced its unaudited financial results for the fourth quarter and full year ended December 31, 2025. The results were disclosed via a press release furnished as an exhibit to the filing.
📋 Key Facts
- The filing reports financial results for the period ending December 31, 2025.
- The results are currently unaudited as of the filing date of March 9, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- Donald Patrick, Chief Executive Officer, signed the report.
Fluent, Inc., through its subsidiary Inbox Pal, LLC, has entered into an agreement to sell Winopoly, LLC to InsurCo, LLC for a total purchase price of $3.0 million.
🚩 Red Flags
- The sale price ($3.0M) is relatively small, which may indicate a divestiture of a non-core or underperforming business unit.
📋 Key Facts
- Transaction Date: January 31, 2026
- Buyer: InsurCo, LLC
- Seller: Inbox Pal, LLC (indirect subsidiary of Fluent, Inc.)
- Target Asset: All issued and outstanding membership interests of Winopoly, LLC
- Aggregate Purchase Price: $3.0 million
- Payment Method: Secured promissory note issued by Buyer at closing
- Security Interest: First-priority security interest in substantially all assets of Buyer (subject to standard subordination for future lenders)
- Exclusions: Transaction excludes working capital and pre-closing accounts receivable
On December 31, 2025, Fluent, Inc. entered into an At-The-Market (ATM) issuance sales agreement with Lake Street Capital Markets, LLC to sell up to $11.2 million of common stock.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to bolster immediate liquidity, which can signal cash flow constraints.
📋 Key Facts
- Entered into ATM Issuance Sales Agreement with Lake Street Capital Markets, LLC on December 31, 2025.
- Aggregate sales price cap is approximately $11,200,000.
- Commission rate for the sales agent (Lake Street) is 3.0% of aggregate gross proceeds.
- Shares will be sold via Nasdaq or other existing trading markets under a previously effective S-3 registration statement (File No. 333-281805).
- The company has no obligation to sell any shares and can suspend solicitation at any time.
Fluent, Inc. entered into a $30 million Accounts Receivable Finance Agreement with Bay View Funding to secure working capital. This new financing was used to fully repay and terminate an existing credit agreement with SLR Credit Solutions.
🚩 Red Flags
- Asset-based lending (Accounts Receivable) often indicates a need for immediate liquidity or tighter working capital management.
- New financing is secured by 'substantially all of the Company’s assets', increasing the risk to equity holders in the event of default.
📋 Key Facts
- Entered into an Accounts Receivable Finance Agreement with CSNK Working Capital Finance Corp. d/b/a Bay View Funding on November 25, 2025.
- The new facility provides up to $30 million in financing based on eligible domestic and foreign accounts receivable.
- The agreement has an initial term of 36 months with automatic 12-month renewals.
- The company paid a $1.0 million early termination fee to exit the previous SLR Credit Agreement.
- The new debt is secured by a security interest in substantially all of the Company's assets.
Fluent, Inc. filed an 8-K to announce the release of its third quarter 2025 financial results. The filing serves as a formal notification that earnings data is being furnished via press release.
📋 Key Facts
- Report date: November 13, 2025
- Subject matter: Third quarter 2025 financial results
- Exhibit 99.1 contains the detailed press release regarding operations and financial condition
Fluent, Inc. announced the Board's approval of a new Equity Participation Plan designed to incentivize employees and service providers through Restricted Stock Units (RSUs). The plan allows for cash-settled RSUs that track the value of common stock.
🚩 Red Flags
- The plan involves cash settlements for equity incentives, which can impact future cash flows.
📋 Key Facts
- Board approved the Fluent, Inc. Equity Participation Plan on September 22, 2025.
- The plan utilizes Restricted Stock Units (RSUs) to create cash incentives for employees, directors, and independent contractors.
- RSUs will be settled in cash based on the fair market value of common stock on the settlement date.
- RSUs are subject to time-based or performance-based vesting conditions.
- Participants do not receive dividends on RSU awards (except for equitable adjustments related to extraordinary dividends).
Fluent, Inc. filed an 8-K to announce the release of its second quarter 2025 financial results via a press release.
📋 Key Facts
- Report date: August 19, 2025.
- The filing pertains to Item 2.02 (Results of Operations and Financial Condition).
- Financial results for Q2 2025 were issued via press release dated August 19, 2025.
Fluent, Inc. entered into securities purchase agreements with insiders and the largest stockholder to raise approximately $10.3 million through a private placement of common stock and warrants. The deal includes significant warrant coverage and requires shareholder approval for certain terms.
🚩 Red Flags
- Significant dilution: The issuance of over 5.8 million warrants and 2.3 million pre-funded warrants represents substantial potential future dilution.
- Insider involvement: The offering is being conducted with 'Inside Investors' (officers/directors) and the largest stockholder, which can signal a lack of external market interest.
- Contingent shareholder approval: The deal requires stockholder approval within 60 days; failure to obtain it triggers repeated meetings and potential default-like obligations.
- Penalty clauses: Failure to file a registration statement within 30 days or make it effective within 60-90 days results in cash penalties (1% of purchase price per month) payable to purchasers.
📋 Key Facts
- Aggregate gross proceeds: approximately $10.3 million (before fees).
- Securities offered: 3,542,856 shares of common stock, 2,328,571 pre-funded warrants, and 5,871,427 common stock warrants.
- Common stock price per share: $1.75; Pre-funded warrant price: $1.7495.
- Warrant exercise price: $2.21 (common stock) or $0.0005 (pre-funded).
- The offering includes a 90-day stand-still provision preventing the company from issuing more equity or filing new registration statements.
- Includes 'Support Agreements' where Inside Investors agree to vote in favor of certain actions required by the purchase agreements.
Fluent, Inc. held its 2025 Annual Meeting of Stockholders on June 18, 2025. The filing details the voting results for director elections, executive compensation, auditor ratification, and several shareholder approval items related to Nasdaq compliance.
🚩 Red Flags
- Significant 'Broker Non-Votes' (3,559,872 shares) across all items, indicating a large portion of the voting power was not exercised or was held by brokers without instructions.
- Multiple shareholder votes required to comply with Nasdaq rules regarding transactions with insiders/directors (pre-funded warrants and convertible notes).
📋 Key Facts
- Annual Meeting held virtually on June 18, 2025.
- Total shares represented: 13,987,707 out of 20,643,660 outstanding (approx. 67.7% quorum).
- Seven directors were elected to one-year terms including Matthew Conlin and James P. Geygan.
- Shareholders ratified Grant Thornton LLP as the independent auditor for FY2024.
- Shareholders approved amendments to comply with Nasdaq Listing Rules 5635(b), (c), and (d) regarding pre-funded warrants and convertible promissory notes issued to directors/officers/affiliates.
- The 2022 Omnibus Equity Incentive Plan was amended to increase reserved shares from 1,666,666 to 3,666,666.
Fluent, Inc. has filed an 8-K to furnish presentation materials intended for use in future business presentations regarding the Company's operations.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- Management intends to use Exhibit 99.1 (Presentation Materials) from time to time on or after June 10, 2025.
- The presentation materials are furnished but not 'filed' for purposes of Section 18 liability under the Exchange Act.
Fluent, Inc. filed an 8-K to announce its first quarter 2025 financial results via a press release. The filing is a standard earnings announcement and does not contain material changes to corporate structure or unexpected financial distress.
📋 Key Facts
- Company announced Q1 2025 financial results on May 15, 2025.
- The information in the press release (Exhibit 99.1) is furnished but not 'filed' for purposes of Section 18 liability.
- CEO Donald Patrick signed the report.
Fluent, Inc. entered into agreements to sell pre-funded warrants to insiders and large stockholders for approximately $5.0 million in net proceeds. The transaction involves unregistered securities that require stockholder approval for exercise.
🚩 Red Flags
- Related-party transaction: The securities were sold to company officers and/or directors (Inside Investors).
- Unregistered securities sale: The offering was conducted via private placement under Section 4(a)(2) exemption.
- Dilution risk: Pre-funded warrants allow insiders to acquire shares at a nominal price ($0.0005) upon stockholder approval.
- Complex approval process: If stockholder approval is not obtained, the company must hold additional meetings semi-annually until approved.
📋 Key Facts
- Date of agreement: March 19, 2025; Closing date: March 20, 2025.
- Sale of pre-funded warrants to 'Inside Investors' (officers/directors) and large stockholders.
- Total Unregistered Pre-Funded Warrants: up to 2,332,104 shares of common stock.
- Exercise price per share: $0.0005.
- Purchase price per warrant: $2.174.
- Net proceeds from the offering: approximately $5.0 million.
- Use of proceeds: general corporate purposes, including capital expenditures and working capital.
Fluent, Inc. has entered into a Fourth Amendment to its Credit Agreement following multiple extensions of compliance certificate deadlines and notices of default. The amendment requires the company to raise at least $5 million in additional capital by March 20, 2025.
🚩 Red Flags
- Imminent liquidity requirement: Must raise $5M within a very short window (by March 20, 2025).
- History of default/non-compliance: The company has been negotiating extensions for compliance certificates and managing notices of default.
- Waiver of financial covenants: Lenders have had to waive breaches of existing financial covenants as of year-end 2024.
- Potential for significant dilution: Management is considering equity or equity-linked financings to meet the $5M requirement, which may occur at a low stock price.
📋 Key Facts
- The Company must raise at least $5 million in additional capital for its subsidiary (the Borrower) by March 20, 2025.
- Capital will be raised through equity, equity-linked, or subordinated debt financings.
- Lenders waived non-compliance with financial covenants as of December 31, 2024.
- The Fourth Amendment extends the duration of call protection applicable to existing loans.
- Previous extensions were granted via letter agreements on January 30, 2025, and March 3, 2025.
Fluent, Inc. filed an 8-K to announce its unaudited fourth quarter and full year 2024 financial results via a press release.
📋 Key Facts
- Report date: February 28, 2025
- The filing contains unaudited fourth quarter and full year 2024 financial results.
- Results were announced via a press release dated February 28, 2025 (Exhibit 99.1).
Fluent, Inc. has expanded its Board of Directors by appointing James P. (JP) Geygan as a new independent director. Mr. Geygan brings experience from Global Value Investment Corporation (GVIC), which is noted as a significant stockholder of the Company.
🚩 Red Flags
- The appointee is an executive of GVIC, which is identified as a 'significant stockholder' of Fluent, Inc., indicating potential influence from a major shareholder on the board.
📋 Key Facts
- Board size increased from six to seven members on January 17, 2025.
- James P. Geygan appointed as an independent director.
- Mr. Geygan serves as Interim CEO and President of Global Value Investment Corporation (GVIC).
- Compensation includes a $10,000 quarterly cash fee and 10,000 Restricted Stock Units (RSUs) vesting over three years.
- Additional RSUs valued at $75,000 will be granted annually starting at the next Annual Meeting.
Fluent, Inc. announced a dual-track financing involving a $5.3 million registered direct offering to institutional investors and a $2.7 million private placement of pre-funded warrants to insiders. The company is also facing immediate liquidity pressure, having recently extended a debt covenant deadline to December 3, 2024.
🚩 Red Flags
- High reliance on insider financing (Private Placement of warrants to officers/directors).
- Urgent liquidity needs evidenced by a debt covenant extension due Dec 3, 2024.
- Complex warrant structure requiring repeated stockholder meetings if approval is not met.
- Potential dilution from both the registered offering and the pre-funded warrants.
📋 Key Facts
- Registered Direct Offering: Sale of 2,483,586 shares for approximately $5.3 million net proceeds (after fees).
- Concurrent Private Placement: Sale of pre-funded warrants to insiders for up to 1,187,802 shares at $2.3147 per warrant ($2.7 million net proceeds).
- Insider Involvement: The private placement is specifically targeted at officers, directors, and a principal stockholder.
- Warrant Terms: Pre-funded warrants are subject to stockholder approval for exercise; if not approved by the next annual meeting, the company must hold subsequent meetings semi-annually until approval is obtained.
- Debt Extension: SLR Credit Solutions extended the deadline for the company to raise $7.5 million in net cash proceeds to December 3, 2024.
Fluent, Inc. issued an 8-K to announce the publication of a new investor presentation on its website. The presentation provides historical revenue and gross margin data for the Commerce Media Solutions business segment dating back to Q1 2023.
📋 Key Facts
- Company published an updated investor presentation on November 19, 2024.
- Presentation includes revenue and gross margin metrics for the 'Commerce Media Solutions' business unit.
- Data provided covers quarters starting from Q1 2023 through recent periods.
Fluent, Inc. filed an 8-K to announce its third quarter 2024 financial results via a press release. The filing serves as a formal notification of the earnings release rather than containing specific new material agreements or structural changes.
📋 Key Facts
- Company announced Q3 2024 financial results on November 14, 2024.
- The announcement was made via press release (Exhibit 99.1).
- Chief Executive Officer Donald Patrick signed the report.
Fluent, Inc. has appointed Ryan Perfit as the Company's Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective September 1, 2024. Mr. Perfit transitions from his role as Interim CFO to a permanent executive position under a new employment agreement.
📋 Key Facts
- Ryan Perfit appointed CFO, PFO, and PAO effective September 1, 2024.
- Mr. Perfit previously served as Interim CFO since February 1, 2023.
- Annual base salary is set at $376,723.
- Bonus structure includes up to 100% of base salary based on AEBITDA and gross profit targets.
- Equity compensation includes 25,000 RSUs vesting in three annual installments starting Sept 2025.
- Includes a ten-year stock option grant for up to 120,000 shares with performance-based vesting (3x and 5x exercise price triggers).
- Employment term is through August 31, 2025, with automatic one-year renewals.
Fluent, Inc. filed an 8-K to announce its second quarter 2024 financial results via a press release. The filing is a standard earnings announcement and does not contain unexpected material changes or distress signals.
📋 Key Facts
- Report date: August 19, 2024
- Reporting period: Second Quarter 2024
- The company issued a press release (Exhibit 99.1) containing the financial results.
Fluent, Inc. held a special meeting of stockholders on July 2, 2024, where shareholders approved the exercise of pre-funded warrants into common stock and the issuance of new pre-funded warrants to certain directors, officers, employees, and a consultant.
🚩 Red Flags
- Issuance of pre-funded warrants to directors, officers, and employees (Potential related-party dilution).
📋 Key Facts
- Meeting Date: July 2, 2024
- Proposal 1 (Exercise of existing pre-funded warrants): Approved with 8,660,908 votes 'For'.
- Proposal 2 (Issuance of new pre-funded warrants to insiders/consultant): Approved with 8,659,513 votes 'For'.
- Proposal 3 (Adjournment of meeting): Approved with 8,543,399 votes 'For'.
- Total shares outstanding on May 14, 2024 record date: 13,660,598.
- Total shares present/represented at Meeting: 8,815,360.
Fluent, Inc. held its 2024 Annual Meeting of Stockholders on June 5, 2024. The meeting resulted in the election of six directors and the ratification of Grant Thornton LLP as the company's independent auditor.
📋 Key Facts
- Annual Meeting held virtually on June 5, 2024.
- Total shares represented: 8,988,009 out of 13,660,598 outstanding (approx. 65.7% quorum).
- Six directors elected for one-year terms: Ryan Schulke, Matthew Conlin, Donald Mathis, Barbara Shattuck Kohn, David Graff, and Richard Pfenniger, Jr.
- Say-on-Pay advisory vote approved by a significant majority (6,473,863 'For').
- Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
Fluent, Inc. filed an 8-K to announce its first quarter 2024 financial results via a press release. The filing is a standard periodic reporting requirement and does not contain unexpected material changes or distress signals.
📋 Key Facts
- Report date: May 15, 2024
- Reporting period: First Quarter 2024
- The company issued a press release (Exhibit 99.1) containing financial results.
Fluent, Inc. announced that it has regained compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The company successfully met the ten-consecutive business day closing price threshold required to resolve the deficiency.
🚩 Red Flags
- Historical delisting risk due to sub-$1.00 share price (though currently resolved).
📋 Key Facts
- The Company received notification from Nasdaq on April 26, 2024, regarding compliance with Listing Rule 5550(a)(2).
- Compliance was achieved by maintaining a closing bid price of $1.00 or greater for ten consecutive business days prior to April 26, 2024.
- Nasdaq Staff has declared the matter closed.
Fluent, Inc. has implemented a 1-for-6 reverse stock split effective April 11, 2024, following stockholder approval at a special meeting on March 18, 2024. The action reduces the total number of issued and outstanding shares from approximately 81.6 million to 13.6 million.
🚩 Red Flags
- Reverse stock split (typically used to maintain NASDAQ listing requirements or signal distress)
- Significant reduction in share count and float
📋 Key Facts
- Reverse split ratio: 1-for-6
- Effective date/time: April 11, 2024, at 6:00 p.m. ET
- Issued and outstanding shares reduced from ~81.6 million to ~13.6 million
- Treasury stock reduced from ~4.6 million to ~768,000 shares
- New CUSIP number: 34380C 201
- Trading expected to resume on Nasdaq under symbol FLNT on April 12, 2024, on a split-adjusted basis
Fluent, Inc. filed an 8-K to announce its fourth quarter and full year 2023 financial results via a press release. This is a routine earnings announcement filing.
📋 Key Facts
- Report date: April 2, 2024
- Reporting period: Fourth quarter and full year 2023
- The filing includes Exhibit 99.1 containing the press release of financial results.
Fluent, Inc. held a special meeting of stockholders on March 18, 2024, where shareholders approved a proposal authorizing the Board to implement a reverse stock split. The authorized ratio ranges from 1-for-2 to 1-for-15.
🚩 Red Flags
- Approval of a reverse stock split is often used to combat low share prices and maintain Nasdaq listing compliance requirements.
📋 Key Facts
- Special meeting held on March 18, 2024.
- Stockholders approved authority for a reverse stock split with a ratio between 1-for-2 and 1-for-15.
- The Board has discretion to implement the split at any time before March 18, 2025.
- Total shares outstanding on record date: 81,355,572; Total shares present/represented: 60,303,698.
- Proposal 1 (Reverse Split) passed with 58,513,670 votes 'For'.
Fluent, Inc. filed an 8-K to announce the issuance of a press release regarding its expected financial results for the fourth quarter and full year of 2023.
📋 Key Facts
- The filing is related to Item 2.02 (Results of Operations and Financial Condition).
- Company announced expected Q4 and Full Year 2023 financial results via press release on February 29, 2024.
- The information in the press release is furnished but not 'filed' for purposes of Section 18 liability.
Fluent, Inc. has entered into a Third Temporary Waiver and Amendment to its Credit Agreement following multiple previous waivers due to covenant breaches. The amendment extends the waiver through April 30, 2024, but imposes strict requirements for the company to secure at least $10 million in capital or divestiture by March 31, 2024.
🚩 Red Flags
- Repeated covenant breaches: This is the third waiver following a breach reported on November 15, 2023.
- Liquidity pressure: The company must secure $10M in capital or divestiture within approximately two months (by March 31, 2024).
- Increased cost of debt: Applicable margins have been adjusted as part of the amendment.
- Mandatory strategic review: Requirement to engage an investment banker for 'strategic options' often signals a search for a buyer or restructuring.
📋 Key Facts
- Entered into a Third Temporary Waiver and Amendment on January 26, 2024.
- The waiver extends through the earliest of an event of default, April 30, 2024, or failure to meet amendment requirements.
- Amended Applicable Margin: 3.0% for Alternate Base Rate Loans and 4.0% for SOFR Loans.
- Maturity Date extended to September 30, 2025.
- Requirement to maintain Domestic Unrestricted Cash of $7,500,000.
- Must deliver 'Transaction Commitments' by March 31, 2024, totaling at least $10,000,000 in net proceeds (equity/subordinated debt, business sale, or refinancing).
- Requirement to retain an investment banker to review strategic options.
Fluent, Inc. has entered into a second temporary waiver regarding its credit agreement after breaching financial covenants. This extension provides a short-term reprieve from default until January 26, 2024.
🚩 Red Flags
- Repeated covenant breaches and subsequent waivers indicate liquidity or operational stress.
- Extremely short window for resolution (deadline: January 26, 2024).
- The waiver is subject to immediate termination upon any other 'Event of Default'.
📋 Key Facts
- The company breached a covenant in its existing credit agreement (as reported on Nov 15, 2023).
- A 'Second Temporary Waiver Under Credit Agreement' was executed on January 17, 2024.
- The waiver extends the expiration of the initial relief period to January 26, 2024.
- The extension is contingent upon no other 'Event of Default' occurring before the new deadline.