Fluent, Inc.
31.10%
6,731,308
1460329
34380C201
May 18, 2025
May 23, 2025, 04:35 PM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Phillip Frost, M.D. | Individual | 31.10% | 6,731,308 | 8,334 | 6,722,974 |
| Frost Gamma Investments Trust | Other | 31.10% | 6,722,974 | 0 | 6,722,974 |
Disclosure Items (7)
Common Stock, par value $0.0005 per share
Fluent, Inc.
300 Vesey Street, 9th Floor, New York, NY, 10282
No material change.
No material change.
No material change.
No material change.
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.
The Reporting Persons are the beneficial owner of 6,731,308 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 909,085 shares of common stock issued upon the exercise of the Unregistered Pre-Funded Warrants on May 19, 2025, representing 31.1% 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 May 13, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on May 16, 2025).
The information contained on the cover page to this Amendment is incorporated herein by reference.
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.
Not applicable.
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 dated May 15, 2025 (incorporated by reference to Exhibit 4.2 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_818959.htm Exhibit 99.2 Form of Common Stock Warrant dated May 15, 2025 (incorporated by reference to Exhibit 4.3 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_819518.htm Exhibit 99.3 Form of Securities Purchase Agreement by and between Fluent Inc. and the purchasers parties thereto (incorporated by reference to Exhibit 10.6 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_819519.htm Exhibit 99.4 Form of Support Agreement by and among Fluent, Inc. and the parties thereto (incorporated by reference to Exhibit 10.7 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_818960.htm Exhibit 99.5 Joint Filing Agreement.