13D Filings
Fluent, Inc.
FLNT
Amendment
Ownership

23.70%

Total Shares

4,912,926

Issuer CIK

1460329

CUSIP

34380C201

Event Date

Mar 19, 2025

Accepted

Apr 2, 2025, 05:17 PM

Reporting Persons (2)
NameType% of ClassAggregateSole VotingShared Voting
Phillip Frost, M.D.
Individual
23.70%4,912,9268,3344,904,592
Frost Gamma Investments Trust
Other
23.70%4,904,59204,904,592
Disclosure Items (7)

Security Title

Common Stock, par value $0.0005 per share

Issuer Name

Fluent, Inc.

Issuer Address

300 Vesey Street, 9th Floor, New York, NY, 10282

Filing Persons

No material change.

Business Address

No material change.

Principal Occupation

No material change.

Convictions

No material change.

Citizenship

No material change.

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 Persons for the acquisition of securities of the Issuer reported herein is the working capital of Gamma Trust.

Item 4 is hereby amended and restated to read as follows. On March 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 pre-funded warrants (the "Unregistered Pre-Funded Warrants") to purchase shares of common stock of the Company at a purchase price of $2.174 per Unregistered Pre-Funded Warrant. 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 exercise of the Unregistered Pre-Funded Warrants is subject to stockholder approval and, upon such approval, such Unregistered Pre-Funded Warrants will be immediately exercisable and will terminate when exercised in full. In connection with the Purchase Agreement, on March 19, 2025, Gamma Trust and the Company entered into the First Amendment to that certain Support Agreement, dated November 29, 2024 (the "Support Agreement Amendment"), to amend certain definitions to include the Purchase Agreements and Unregistered Pre-Funded Warrants. The closing of the sales of the Unregistered Warrants under the Purchase Agreements occurred on March 20, 2025. On March 20, 2025, the Gamma Trust exercised 459,981 Unregistered Pre-Funded Warrants for 459,869 shares of the Company's common stock. The foregoing descriptions of the Purchase Agreement, the Unregistered Pre-Funded Warrants and the Support Agreement Amendment are not complete but are qualified in their entirety by reference to the full text of the form of the Purchase Agreement, the Unregistered Pre-Funded Warrant and the Support Agreement Amendment, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.

Percentage of Class

The Reporting Persons are the beneficial owner of 4,912,926 shares of common stock of the Issuer, which includes 66,667 shares of the Issuer's common stock underlying the Convertible Note and 647,892 shares of common stock issued upon the exercise of pre-funded warrants on December 9, 2024 and 459,869 shares of common stock issued upon the exercise of the Unregistered Pre-Funded Warrants on March 20, 2025, representing 23.7% of the Issuer's common stock. The percentage of beneficial ownership is based upon 20,643,660 shares of the Company's common stock outstanding as of March 27, 2025 (as reported in the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2025).

Number of Shares

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

Transactions

Transactions in the Issuer's securities effected by the Reporting Persons 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.

Shareholders

Not applicable.

Date of 5% Ownership

Not applicable.

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.

Exhibit 99.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 on the Issuer's Form 8-K filed on March 21, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925008666/ex_792735.htm Exhibit 99.2 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Issuer's Form 8-K filed on March 21, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925008666/ex_792736.htm Exhibit 99.3 Form of First Amendment to Support Agreement (incorporated by reference to Exhibit 10.2 on the Issuer's Form 8-K filed on March 21, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925008666/ex_792737.htm Exhibit 99.4 Joint Filing Agreement.

Fluent, Inc. — Schedule 13D | 13D Filings