Phillip Frost Discloses 28.3% Stake in Fluent (FLNT) After $1M Warrant Deal

Q: How many shares of FLNT does Phillip Frost and Frost Gamma Investments Trust beneficially own?

They beneficially own 7,302,737 shares of Fluent common stock, representing 28.3% of 24,268,299 shares outstanding as of August 18, 2025.

Q: What securities did Gamma Trust purchase from Fluent on August 19, 2025?

Gamma Trust subscribed for pre-funded warrants at $1.75 per pre-funded warrant and warrants with a $2.21 exercise price as part of a $1,000,000 aggregate subscription.

Q: Does the Reporting Person have any voting agreements with the Company?

Yes. The Reporting Person entered into a Support Agreement to vote shares in favor of certain stockholder actions and to vote against or decline consent to proposals that would breach or impede the Purchase Agreement.

Q: Are there registration rights for the securities sold to Gamma Trust?

Yes. Gamma Trust entered into a Registration Rights Agreement with Fluent requiring the Company to file a registration statement covering resale of certain registrable securities.

[SCHEDULE 13D/A] Fluent, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Amendment No. 26 to Schedule 13D reports that Phillip Frost, M.D. and Frost Gamma Investments Trust (collectively, the Reporting Person) beneficially own 7,302,737 shares of Fluent, Inc. common stock, representing 28.3% of the 24,268,299 shares outstanding as of August 18, 2025. On August 19, 2025, Gamma Trust purchased $1,000,000 of securities from the Company consisting of pre-funded warrants (exercise price effectively pre-funded) at $1.75 per pre-funded warrant and warrants with a $2.21 exercise price; the warrants become exercisable six months and one day after issuance for five years. The Reporting Person entered a Support Agreement to vote in favor of specified stockholder actions and a Registration Rights Agreement obligating the Company to register resale of certain securities. The filing incorporates forms of the transaction agreements as exhibits.

Positive

Large, disclosed ownership position: Reporting Person beneficially owns 7,302,737 shares (28.3%) of Fluent common stock.
Transaction increases liquidity options: Registration Rights Agreement requires the Company to file a resale registration for certain registrable securities.
Binding support agreement: Reporting Person agreed to vote shares in favor of specified stockholder actions, reducing uncertainty around approval of transaction-related matters.

Negative

Potential for meaningful governance influence: 28.3% beneficial ownership plus voting commitments may concentrate control and affect independent shareholder decision-making.
Potential dilution: The reported positions include 571,429 pre-funded warrant shares and 909,297 warrant shares that could increase share count if exercised.

Insights

TL;DR: A significant 28.3% stake plus newly issued warrants and pre-funded warrants materially increases ownership and potential share dilution.

The Reporting Person now beneficially owns 7,302,737 shares (28.3%), including convertible-note- and warrant-based positions. The $1,000,000 subscription for pre-funded warrants and warrants increases near-term potential dilution by 571,429 shares (pre-funded warrants) and 909,297 shares (other warrants), and also includes 66,667 shares underlying a convertible note. The Registration Rights Agreement removes resale restrictions, which may increase market liquidity of these shares. The Support Agreement aligns voting with the Purchase Agreement, giving the Reporting Person influence over specified stockholder actions. For investors, the combined ownership and contractual vote support are material for control dynamics and potential future share supply from exercises.

TL;DR: Concentrated ownership and a binding Support Agreement create meaningful governance influence without stated board changes.

The filing documents that Gamma Trust and Dr. Frost control substantial voting power (shared voting power of 7,294,403 shares) and have contractually agreed to vote in favor of defined stockholder actions and against proposals that would impede the Purchase Agreement. While no director appointments or management changes are disclosed, these arrangements materially affect governance dynamics by coordinating votes and limiting opposing actions related to the transaction. The exhibits (forms of Support Agreement and Registration Rights Agreement) are referenced for full terms and conditions.

08/26/2025 - 04:15 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26)

Fluent, Inc.

(Name of Issuer)

Common Stock, par value $0.0005 per share

(Title of Class of Securities)

34380C201

(CUSIP Number)

Daniel Barsky, Esq.
300 Vesey Street, 9th Floor,
New York, NY, 10282
(646) 669-7272

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

34380C201

Name of reporting person

Phillip Frost, M.D.

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,334.00
8	Shared Voting Power 7,294,403.00
9	Sole Dispositive Power 8,334.00
10	Shared Dispositive Power 7,294,403.00

Aggregate amount beneficially owned by each reporting person

7,302,737.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

28.3 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

(1) Frost Gamma Investments Trust ("Gamma Trust") beneficially owns 7,294,403 shares of common stock, which includes 66,667 shares of the Issuer's common stock underlying the convertible subordinated promissory note entered into pursuant to that certain securities purchase agreement, dated August 19, 2024 (the "Convertible Note"), 909,297 shares of common stock underlying warrants issued on May 19, 2025, and 571,429 shares of common stock underlying the Unregistered Pre-Funded Warrants (as defined below) on August 19, 2025. Dr. Phillip Frost is the trustee of Gamma Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. (2) Based on 24,268,299 shares of the Issuer's common stock outstanding as of August 18, 2025 (as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025).

SCHEDULE 13D

CUSIP No.

34380C201

Name of reporting person

Frost Gamma Investments Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,294,403.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,294,403.00

Aggregate amount beneficially owned by each reporting person

7,294,403.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

28.3 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

(1) Gamma Trust beneficially owns 7,294,403 shares of common stock, which includes 66,667 shares of the Issuer's common stock underlying the Convertible Note and 909,297 shares of common stock underlying warrants issued on May 19, 2025, and 571,429 shares of common stock underlying the Unregistered Pre-Funded Warrants on August 19, 2025. Dr. Phillip Frost is the trustee of Gamma Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. (2) Based on 24,268,299 shares of the Company's common stock outstanding as of August 18, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0005 per share

(b)

Name of Issuer:

Fluent, Inc.

(c)

Address of Issuer's Principal Executive Offices:

300 Vesey Street, 9th Floor, New York, NEW YORK , 10282.

Item 1 Comment:

This Schedule 13D is filed by the Reporting Person with respect to shares of common stock, par value $0.0005 per share, of Fluent, Inc., a Delaware corporation (the "Issuer" or the "Company"), formerly known as Cogint, Inc., formerly known as IDI, Inc., the successor to Tiger Media, Inc., SearchMedia Holdings Limited, Ideation Acquisition Corp. and ID Arizona Corp. The principal executive offices of the Issuer are located at 300 Vesey Street, 9th Floor, New York, New York 10282. EXPLANATORY NOTE This Amendment No. 26 (the "Amendment") amends and supplements the statement on Schedule 13D filed on December 6, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on October 15, 2008, Amendment No. 2 to the Schedule 13D filed on April 13, 2009, Amendment No. 3 to the Schedule 13D filed on May 1, 2009, Amendment No. 4 to the Schedule 13D filed on July 14, 2009, Amendment No. 5 to the Schedule 13D filed on December 24, 2009, Amendment No. 6 to the Schedule 13D filed on November 22, 2011, Amendment No. 7 to the Schedule 13D filed on July 20, 2012, Amendment No. 8 to the Schedule 13D filed on August 23, 2012, Amendment No. 9 to the Schedule 13D filed on January 17, 2013, Amendment No. 10 to the Schedule 13D filed on July 12, 2013, Amendment No. 11 to the Schedule 13D filed on February 14, 2014, Amendment No. 12 to the Schedule 13D filed on April 6, 2015, Amendment No. 13 to the Schedule 13D filed on January 20, 2016, Amendment No. 14 to the Schedule 13D filed on March 29, 2016, Amendment No. 15 to the Schedule 13D filed on May 18, 2016, Amendment No. 16 to the Schedule 13D filed on July 21, 2016, Amendment No. 17 to the Schedule 13D filed on December 28, 2016, Amendment No. 18 to the Schedule 13D filed on December 22, 2017, Amendment No. 19 to the Schedule 13D filed on April 6, 2018, Amendment No. 20 to the Schedule 13D filed on February 14, 2019, Amendment No. 21 to the Schedule 13D filed on September 25, 2023, Amendment No. 22 filed on May 20, 2024, Amendment No. 23 filed on August 26, 2024, Amendment No. 24 filed on April 2, 2025 and Amendment No. 25 filed on May 23, 2025 (together the "Original Schedule 13D"), by Phillip Frost, M.D. ("Frost") and Frost Gamma Investments Trust ("Gamma Trust") (collectively, the "Reporting Person").

Item 2.

Identity and Background

(a)

No material change.

(b)

No material change.

(c)

No material change.

(d)

No material change.

(e)

No material change.

(f)

No material change.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read as follows. The information set forth or incorporated under the heading "Explanatory Note" and in Items 4 and 5 is incorporated by reference in its entirety into this Item 3. The source of funds used by the Reporting Person for the acquisition of securities of the Issuer reported herein is the working capital of Gamma Trust.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated to read as follows. On August 19, 2025, Gamma Trust entered into a securities purchase agreement (the "Purchase Agreement") with the Company, pursuant to which Gamma Trust subscribed for $1,000,000 aggregate amount of (i) pre-funded warrants (the "Unregistered Pre-Funded Warrants") to purchase shares of common stock of the Company at a purchase price of $1.75 per Unregistered Pre-Funded Warrant and (ii) warrants (the "Warrants") to purchase shares of common stock of the Company with an exercise price of $2.21 per share of common stock. The aggregate exercise price of the Unregistered Pre-Funded Warrants (other than the nominal exercise price of $0.0005 per Unregistered Pre-Funded Warrant) was pre-funded. The Warrants are exercisable at any time on or after the date that is six months and one day following the date of issuance for a period of five years from the date of initial exercisability. In connection with the Purchase Agreement, the Reporting Person and the Company entered into a Support Agreement with the Issuer pursuant to which the Reporting Person agreed to vote shares of the Issuer's common stock beneficially owned by him in favor of certain actions subject to Stockholder Approval (as defined in the Support Agreement) at any meeting of stockholders of the Issuer 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 Issuer of the Purchase Agreement or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the Purchase Agreement or any similar agreements entered into by the Issuer and the stockholders a party thereto in connection with the consummation of the transactions contemplated by the Purchase Agreement. Furthermore, in connection with the transactions described above, on August 19, 2025, Gamma Trust entered into a registration rights agreement (the "Registration Rights Agreement") with the Company, which provides that the Company is required to file a registration statement covering the resale of certain Registrable Securities (as defined in the Registration Rights Agreement). The closing of the sales of the Unregistered Pre-funded Warrants and Warrants under the Purchase Agreement occurred on August 19, 2025. The foregoing descriptions of the Unregistered Pre-Funded Warrant, Warrant, Purchase Agreement, Support Agreement and Registration Rights Agreement are not complete but are qualified in their entirety by reference to the full text of the form of the Unregistered Pre-Funded Warrant, Warrant, Purchase Agreement, Support Agreement and Registration Rights Agreement, copies of which are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(a)

The Reporting Person is the beneficial owner of 7,302,737 shares of common stock of the Issuer, which includes 66,667 shares of the Issuer's common stock underlying the Convertible Note and 909,297 shares of common stock underlying warrants issued on May 19, 2025, and 571,429 shares of common stock underlying of the Unregistered Pre-Funded Warrants on August 19, 2025, representing 28.3% of the Issuer's common stock. The percentage of beneficial ownership is based upon 24,268,299 shares of the Company's common stock outstanding as of August 18, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025).

(b)

The information contained on the cover page to this Amendment is incorporated herein by reference.

(c)

Transactions in the Issuer's securities effected by the Reporting Person during the past sixty days: The information set forth or incorporated under Item 4 is incorporated by reference in its entirety into this Item 5.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended by adding the following paragraph: The description in Item 4 and the agreements incorporated therein by reference and set forth as an exhibit hereto is incorporated herein by reference in answer to this Item 6.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 Form of Pre-Funded Warrant dated August 19, 2025 (incorporated by reference to Exhibit 4.3 on the Issuer's Form 10-Q filed on August 19, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925027383/ex_854690.htm Exhibit 99.2 Form of Common Stock Warrant dated August 19, 2025 (incorporated by reference to Exhibit 4.4 on the Issuer's Form 10-Q filed on August 19, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925027383/ex_854691.htm Exhibit 99.3 Form of Securities Purchase Agreement by and between Fluent Inc. and the purchaser parties thereto (incorporated by reference to Exhibit 10.7 on the Issuer's Form 10-Q filed on August 19, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925027383/ex_854692.htm Exhibit 99.4 Form of Support Agreement by and among Fluent, Inc. and the parties thereto (incorporated by reference to Exhibit 10.8 on the Issuer's Form 10-Q filed on August 19, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925027383/ex_854693.htm Exhibit 99.5 Form of Registration Rights Agreement, dated as of August 19, 2025 by and among Fluent, Inc. and the purchasers parties thereto (incorporated by reference to Exhibit 10.9 on the Issuer's Form 10-Q filed on August 19, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925027383/ex_854694.htm Exhibit 99.6 Joint Filing Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Phillip Frost, M.D.

Signature:	/s/ Phillip Frost, M.D.
Name/Title:	Phillip Frost, M.D., individually
Date:	08/26/2025

Frost Gamma Investments Trust

Signature:	/s/ Phillip Frost, M.D.
Name/Title:	Phillip Frost, M.D., Trustee
Date:	08/26/2025

Source:

FAQ

How many shares of FLNT does Phillip Frost and Frost Gamma Investments Trust beneficially own?

They beneficially own 7,302,737 shares of Fluent common stock, representing 28.3% of 24,268,299 shares outstanding as of August 18, 2025.

What securities did Gamma Trust purchase from Fluent on August 19, 2025?

Gamma Trust subscribed for pre-funded warrants at $1.75 per pre-funded warrant and warrants with a $2.21 exercise price as part of a $1,000,000 aggregate subscription.

When can the newly issued warrants be exercised?

The warrants are exercisable beginning six months and one day after issuance and remain exercisable for five years from initial exercisability.

Does the Reporting Person have any voting agreements with the Company?

Yes. The Reporting Person entered into a Support Agreement to vote shares in favor of certain stockholder actions and to vote against or decline consent to proposals that would breach or impede the Purchase Agreement.

Are there registration rights for the securities sold to Gamma Trust?

Yes. Gamma Trust entered into a Registration Rights Agreement with Fluent requiring the Company to file a registration statement covering resale of certain registrable securities.

AG真人官方

[SCHEDULE 13D/A] Fluent, Inc. SEC Filing

Insights

FAQ

How many shares of FLNT does Phillip Frost and Frost Gamma Investments Trust beneficially own?

What securities did Gamma Trust purchase from Fluent on August 19, 2025?

When can the newly issued warrants be exercised?

Does the Reporting Person have any voting agreements with the Company?

Are there registration rights for the securities sold to Gamma Trust?

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[SCHEDULE 13D/A] Fluent, Inc. SEC Filing

Insights

Financial Analyst positive

Corporate Governance Expert neutral

FAQ

How many shares of FLNT does Phillip Frost and Frost Gamma Investments Trust beneficially own?

What securities did Gamma Trust purchase from Fluent on August 19, 2025?

When can the newly issued warrants be exercised?

Does the Reporting Person have any voting agreements with the Company?

Are there registration rights for the securities sold to Gamma Trust?

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