Item 5. Other Information
Item 5. Other Information.
Rule 10b5 - 1 Trading Plans
During the fiscal quarter ended March 31, 2025 , 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."
Securities Purchase Agreements
On May 15, 2025, Fluent, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with certain officers and/or directors (collectively, the “Inside Investors”) and certain other existing stockholders of the Company, including the Company’s largest stockholder, institutional investors or others for whom they have or share beneficial ownership, (the “Stockholders” and together with the Inside Investors, the “Purchasers”), pursuant to which the Purchasers agreed to purchase (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,829,956 shares of common stock of the Company (the “Pre-Funded Warrant Shares”) and (ii) warrants (the “Common Stock Warrants” and together with the Pre-Funded Warrants, the “Warrants”) to purchase up to 1,829,956 shares of common stock of the Company (the “Common Stock Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”). The Warrants and the Warrant Shares are hereinafter referred to as the “May 2025 Securities.” The Warrants were sold at a price of $2.1995 per Pre-Funded Warrant Share.
The Pre-Funded Warrants have an exercise price of $0.0005 per Pre-Funded Warrant Share and will expire when exercised in full. The Common Stock Warrants have an exercise price of $2.20 per Common Stock Warrant Share and will expire three years from the date of issuance.
In connection with the offering, on May 15, 2025, the Company entered into Support Agreements with the Purchasers (the "Support Agreements"). Pursuant to the Support Agreements, the investors party thereto agreed to vote shares of the Company's common stock beneficially owned by them in favor of certain actions subject to Stockholder Approval (as defined in the Support Agreements) at any meeting of stockholders of the Company and to vote against or decline to consent to any proposal or any other corporate action or agreement that would result in a breach by the Company of the Purchase Agreements or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the Purchase Agreements.
The exercise of the Pre-Funded Warrants issued to the Inside Investors is subject to Stockholder Approval and, upon such approval, such Pre-Funded Warrants will be immediately exercisable and will terminate when exercised in full. The Company will be obligated to use its reasonable best efforts to obtain Stockholder Approval in accordance with the rules of the Nasdaq Stock Market no later than the 2026 annual meeting of shareholders of the Company (the “Stockholder Meeting Deadline”). If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company is required to cause an additional stockholder meeting to be held semi-annually thereafter until Stockholder Approval is obtained.
The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreements are included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreements, which subsequent information may or may not be fully reflected in public disclosures.
The closing of the sales of the Warrants under the Purchase Agreements is anticipated to occur on or about May 19, 2025, subject to the satisfaction of customary closing conditions.
The gross proceeds from the offering are expected to be $4.0 million. The Company intends to use the net proceeds from the offering, after deducting offering expenses payable by the Company, for working capital and general corporate purposes.
The May 2025 Securities will be sold pursuant to the exemption from the registration requirements of the Securities Act available under Section 4 (a)( 2 ).
The foregoing descriptions of the Purchase Agreements, the Pre-Funded Warrants, the Common Stock Warrants and the Support Agreements are not complete and are qualified in their entirety by reference to the full text of the form of the Purchase Agreement, the Pre-Funded Warrant, the Common Stock Warrant and the Support Agreement, copies of which are filed as Exhibits 10.6, 4.2, 4.3 and 10.7, respectively, to this Quarterly Report on Form 10 -Q and are 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
Exhibit
Filing Date
Herewith
3.1
Certificate of Domestication .
8-K
3.1
3/26/2015
3.2
Certificate of Incorporation.
8-K
3.2
3/26/2015
3.3
Certificate of Amendment to the Certificate of Incorporation.
8-K
3.1
9/26/2016
3.4
Certificate of Amendment to the Certificate of Incorporation.
8-K
3.1
4/16/2018
3.5
Certificate of Amendment to the Certificate of Incorporation of Fluent, Inc. effective April 11, 2024.
8-K
3.1
4/12/2024
3.6
Amended and Restated Bylaws.
8-K
3.2
2/19/2019
4.1
Form of Pre-Funded Warrant
8-K
4.1
03/21/2025
4.2
Form of Pre-Funded Warrant dated May 15, 2025
X
4.3
Form of Common Stock Warrant dated May 15, 2025
X
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10.1
Letter Agreement to Credit Agreement, dated as of January 30, 2025, by and between Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.
10-K
10.38
03/31/2025
10.2
Letter Agreement to Credit Agreement, dated as of March 3, 2025, by and between Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.
10-K
10.39
03/31/2025
10.3
Fourth Amendment to Credit Agreement, dated as of March 10, 2025, by and between Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC, and Fluent, LLC.
10-K
10.40
03/31/2025
10.4**
Form of Securities Purchase Agreement, by and among Fluent, Inc. and the purchaser parties thereto.
8-K
10.1
03/21/2025
10.5
Form of First Amendment to Support Agreement.
8-K
10.2
03/21/2025
10.6**
Form of Securities Purchase Agreement by and between Fluent Inc. and the purchasers parties thereto
X
10.7
Form of Support Agreement by and among Fluent, Inc. and the parties thereto
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(a)(5). The Company hereby undertakes to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
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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.
May 16, 2025
By:
/s/ Ryan Perfit
Ryan Perfit
Chief Financial Officer
(Principal Financial and Accounting Officer)
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