Dilution profile // every instrument, one screen, from SEC filings

Fluent, Inc. (FLNT)

CIK 1460329 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$22.7M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-61% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~56.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-10-282026-08-10

Latest: 31.6M shares as of Aug 10, 2026 (10-Q). Share count fell from 81.6M to 13.7M between Mar 28, 2024 and May 13, 2024, a pattern consistent with a reverse split (roughly 1-for-6); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Common Stock Warrant7.7Mnot tagged
August2025 Common Stock Warrant5.9M$2.215.5yFV $4.9M
August2025 Prefunded Warrants2.3M$0.0005FV $2.1M
May2025 Common Stock Warrants1.8M$2.23y
May2025 Prefunded Warrants1.8M$0.0005
December2024 Prefunded Warrants1.2M$0.0005
March Prefunded Warrantsnot tagged$0.0005

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 0 underlying shares, as reported Dec 31, 2023 (10-K).

Reported exercise price: $6.25 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Dec 31, 2013.

Rough fully diluted estimate: 31.6M = 31.6M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Debtnot tagged$5.2Mnot tagged
Convertible Notes$2.6M$2.6M$3.0113%~864,120 sh

If every note above converted at its tagged price: ~864,120 new shares on 31.6M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding31.6MAug 10, 2026
+ Common Stock Warrant (if exercised)7.7MJun 30, 2026
+ August2025 Common Stock Warrant (if exercised)5.9MAug 19, 2025
+ August2025 Prefunded Warrants (if exercised)2.3MAug 19, 2025
+ May2025 Common Stock Warrants (if exercised)1.8MMay 15, 2025
+ May2025 Prefunded Warrants (if exercised)1.8MMay 15, 2025
+ December2024 Prefunded Warrants (if exercised)1.2MNov 29, 2024
+ Convertible Notes (if fully converted)864,120Jun 30, 2026
Fully diluted estimate53.2M+68.4% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $22.7Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 15, 2025$22.7M registeredfiling →
S-3Aug 28, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 1 registered.

EXECUTEDDec 31, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATESep 25, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVESep 24, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDSep 15, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDAug 19, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 21, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 2, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 2, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVESep 9, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 28, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEAug 27, 2019Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEAug 22, 2019SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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