Fluent, Inc.
24.70%
7,874,166
1460329
34380C201
Dec 21, 2025
Jan 28, 2026, 04:53 PM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Phillip Frost, M.D. | Individual | 24.70% | 7,874,166 | 8,334 | 7,865,832 |
| Frost Gamma Investments Trust | Other | 24.70% | 7,865,832 | 0 | 7,865,832 |
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 Person for the acquisition of securities of the Issuer reported herein is the working capital of Gamma Trust.
The Reporting Person is the beneficial owner of 7,874,166 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 the Warrants, representing 24.7% of the Issuer's common stock. The percentage of beneficial ownership is based upon 30,287,597 shares of the Company's common stock outstanding as of November 12, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2025).
The information contained on the cover page to this Amendment is incorporated herein by reference.
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 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 99.2 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 99.3 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 99.4 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 99.5 Joint Filing Agreement.