Item 5. Other Information
Item 5. Other Information.
Rule 10b5 - 1 Trading Plans
During the fiscal quarter ended September 30, 2024 , none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any "non-Rule 10b5 - 1 trading arrangement."
Third Amendment to SLR Credit Agreement
As of September 30, 2024, we were not in compliance with its financial covenants under the SLR Credit Agreement, which we had to report by October 31, 2024, and which would have resulted in an event of default; however, on October 30, 2024, we entered into a letter agreement pursuant to which SLR extended the deadline for delivery of the compliance certificate required for the fiscal month ended September 30, 2024, and the related notice of event of default, to November 19, 2024.
On November 15, 2024, we entered into the Third Amendment (as defined and discussed in Note 5 in the Notes to the consolidated financial statements included herein) to the SLR Credit Agreement, which, among other things, required that the Company raise at least $7.5 million of additional capital by November 29, 2024. In addition, the Third Amendment waived non-compliance with the financial covenants as of September 30, 2024 , extended the duration of the call protection applicable to the loans, and modified the cash dominion provisions to remain in effect on an indefinite basis.
The foregoing description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Third Amendment, which is incorporated by reference as Exhibit 10.11 to this Quarterly Report on Form 10 -Q and is incorporated by reference herein.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Incorporated by Reference
Filed
Exhibit No.
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
3.1
Certificate of Domestication .
8-K
001-37893
3.1
3/26/2015
3.2
Certificate of Incorporation.
8-K
001-37893
3.2
3/26/2015
3.3
Certificate of Amendment to the Certificate of Incorporation.
8-K
001-37893
3.1
9/26/2016
3.4
Certificate of Amendment to the Certificate of Incorporation.
8-K
001-37893
3.1
4/16/2018
3.5
Certificate of Amendment to the Certificate of Incorporation of Fluent, Inc. effective April 11, 2024.
8-K
001-37893
3.1
4/12/2024
3.6
Amended and Restated Bylaws.
8-K
001-37893
3.2
2/19/2019
10.1
Letter Ag reement to Credit Agreement, dated as of July 31, 2024, by and among Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC and Fluent, LLC.
10-Q
001-37893
10.6
8/19/2024
10.2
Second Letter Agreement to Credit Agreement, dated as of August 14, 2024, by and among Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC and Fluent, LLC.
10-Q
001-37893
10.7
8/19/2024
10.3
Second Amendment to Letter Agreement for Consulting Services, effective as of August 1, 2024, by and between Fluent, LLC and CRIO, LLC.
10-Q
001-37893
10.9
8/19/2024
10.4
Securities Purchase Agreement, dated as of August 19, 2024, by and among Fluent, Inc. and the purchasers .
10-Q
001-37893
10.10
8/19/2024
10.5
Form of Convertible Subordinated Promissory Note, dated as of August 19, 2024, by and between Fluent, Inc. and purchaser party thereto.
10-Q
001-37893
10.11
8/19/2024
10.6
Form of Second Amendment Subordination Agreement, dated as of August 19, 2024, by and among Fluent, Inc., Crystal Financial LLC D/B/A SLR Credit Solutions, and the Subordinated Creditor party thereto.
10-Q
001-37893
10.12
8/19/2024
10.7
Second Amendment to Credit Agreement, dated as of August 19, 2024, by and among Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.
10-Q/A
001-37893
10.8
8/21/2024
10.8++
Employment Agreement, by and between Fluent, Inc. and Ryan Perfit, dated September 1, 2024.
X
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10.9
Letter Agreement to Credit Agreement, dated as of October 30, 2024, by and among Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.
X
10.10+
Joinder Agreement to Credit Agreement, dated as of November 1, 2024, by and among Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.+
X
10.11
Third Amendment to Credit Agreement, dated as of November 15, 2024, by and amount Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.
X
31.1
Certification of Chief Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Chief Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
*
Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+
Certain of the schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10). The Company hereby undertakes to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
++
Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Fluent, Inc.
November 15, 2024
By:
/s/ Ryan Perfit
Ryan Perfit
Chief Financial Officer
(Principal Financial and Accounting Officer)
49