Welcome to our dedicated page for Fluent SEC filings (Ticker: FLNT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Finding the real story behind Fluent鈥檚 data-driven business model often means navigating 200-plus pages of disclosures on data privacy rules, traffic acquisition costs, and revenue-share contracts. If you have ever wondered where to locate Fluent insider trading Form 4 transactions or how a single 8-K explains a shift in marketing spend, you are not alone.
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Fluent, Inc. reported material liquidity and capital structure developments in its Form 10-Q. Management disclosed substantial doubt about the company's ability to continue as a going concern for one year following the report date due to covenant non-compliance risk under its SLR Credit Facility. The SLR facility had an outstanding principal balance of $20,000 as of June 30, 2025, with an effective interest rate of ~10.34% at that date and a maturity date of April 2, 2029. The company expects an equity financing of approximately $10.3 million to close August 19, 2025 and secured covenant waivers and amendments that reset covenants through August 31, 2026. Convertible notes totaling $2,050 (13% PIK interest) and a $2,000 note payable related to a settlement (SOFR+11%) were disclosed. Capital actions included a reverse stock split and share issuances; common shares outstanding were reported at 24,268,299 with 768,595 treasury shares. The filing references net losses of $15.5 million and $17.9 million (periods shown) and other non-cash and restructuring items.
Fluent, Inc. (FLNT) completed a private offering and disclosed material terms affecting registration, fees and stockholder approval obligations. The company entered into Purchase Agreements and a Registration Rights Agreement requiring it to file a registration statement covering the sold securities within 30 days of the Effective Date and to have that registration declared effective by the 60th day after the Effective Date (or the 90th day if the SEC conducts a full review). If the company fails to meet those deadlines, it must pay a monthly cash fee equal to 1% of each purchaser's aggregate purchase price (capped at 10% per purchaser) until cured. Benchmark Company, LLC acted as sole placement agent with Kestrel sourcing the deal; fees equal 7.0% of gross proceeds (3.0% for certain pre-existing investors) plus expense reimbursement. Securities were sold unregistered under Section 4(a)(2). The company is also obligated to use reasonable best efforts to obtain Nasdaq stockholder approval within 60 days post-closing and to convene additional meetings until approval is obtained.
Fluent, Inc. (FLNT) 鈥� Form 4 insider activity dated 06/24/2025
Chief Executive Officer Donald P. Huntley converted the remainder of his pre-funded warrants into common stock. The warrants, carrying a de-minimis exercise price of $0.0005 per share, were exercised on a cashless basis immediately after shareholder approval of the warrant offering on 06/18/2025.
- Common shares acquired: 30,795 (21,596 + 9,199) through code 鈥淢鈥� exercises.
- Common shares surrendered: 6 (5 + 1) through code 鈥淛(1)鈥� entries tied to the cashless mechanism.
- Net change: +30,789 shares, lifting Huntley鈥檚 direct ownership from roughly 300.9k to 331,680 shares.
- Derivative position: All 30,795 pre-funded warrants were fully exercised; zero derivative securities remain.
No open-market sales occurred, so the transaction does not immediately signal profit-taking. While the converted shares add a minor amount of dilution (<0.1% of FLNT鈥檚 ~118 million shares outstanding), the CEO鈥檚 larger common position can be viewed as a vote of confidence in the company鈥檚 prospects.
Fluent, Inc. (FLNT) Form 4 disclosure
Director Richard C. Pfenniger Jr. received 39,682 restricted stock units (RSUs) on 18-Jun-2025 under the company鈥檚 2022 Omnibus Equity Incentive Plan. The award was issued at $0 cost and will vest in three equal annual tranches starting 18-Jun-2026.
After the grant, Pfenniger鈥檚 direct beneficial ownership rose to 90,341 common shares. No dispositions, derivative securities, or 10b5-1 trading plan indications were reported.
The filing is a routine insider equity grant that aligns director incentives with shareholder interests but does not, by itself, signal operational or financial changes at Fluent.
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