Fluent, Inc.
21.10%
4,934,295
1460329
34380C201
Jun 17, 2025
Jun 20, 2025, 04:40 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Schulke Ryan | Individual | 21.10% | 4,934,295 | 4,934,295 | 0 |
Disclosure Items (4)
Common Stock, par value $0.0005 per share
Fluent, Inc.
300 VESEY STREET, NEW YORK, NY, 10282
Item 3 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: The Pre-Funded Warrants (as defined herein) was purchased with the Reporting Person's personal funds.
The Reporting Person is the beneficial owner of 4,934,295 shares of common stock of the Issuer, representing 21.1% of the Issuer's common stock based on 21,853,756 shares of the Issuer's common stock outstanding as of June 18, 2025. The foregoing includes include (i) 2,827,831 shares held directly, (ii) 103,027 shares held by The Schulke Inn Family Foundation Trust, (iii) 20,208 shares held by The Ryan Schulke 2020 GRAT, (iv) 149,690 shares held by The Ryan Schulke 2022 GRAT, (v) 333,334 shares held by RSMC Partners, LLC, (vi) 459,082 Conversion Shares issuable upon conversion of the Note, (vii) 551,977 shares of common stock issuable upon exercise of a pre-funded warrant issued to the Reporting Person and (viii) 489,146 shares of common stock issuable upon exercise of pre-funded warrants issued to The Schulke Inn Family Foundation Trust. Does not include (a) 91,667 restricted stock units ("RSUs") that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. The number of Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as described on page 3. The foregoing excludes (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. The Reporting Person is a member of RSMC Partners, LLC, Co-Trustee of The Schulke Inn Family Foundation Trust and Trustee of The Ryan Schulke 2020 GRAT and The Ryan Schulke 2022 GRAT. The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's beneficial ownership does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have a beneficial ownership interest in these shares, the Reporting Person would own 11,271,358 shares, or 48.1% of the Issuer's outstanding common shares. The shares owned by Dr. Phillip Frost and Frost Gamma include (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 Frost Conversion Shares issuable upon conversion of the Frost Note and (iv) 909,297 Frost Warrant Shares issuable upon exercise of the Frost Warrant. The number of Frost Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as described on page 3.
The Reporting Person is deemed to have sole power to vote or direct the vote of 4,934,295 shares of the Issuer's common, sole power to dispose or to direct the disposition of 4,600,961 shares of the Issuer's common stock, shared power vote or direct the vote of 0 shares of the Issuer's common stock and shared power to dispose or to direct the disposition of 333,334 shares of the Issuer's common stock. The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's shared voting power does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma, the Reporting Person would have shared voting control over 6,787,063 shares which includes (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 Frost Conversion Shares issuable upon conversion of the Frost Note and (iv) 909,297 Frost Warrant Shares issuable upon exercise of the Frost Warrant.
Other than the acquisition by the Reporting Person of an aggregate of 1,041,123 Pre-Funded Warrants to purchase shares of the Issuer's common stock (551,977 issued to the Reporting Person and 489,146 issued to The Schulke Inn Family Foundation Trust of which the Reporting Person is Co-Trustee), the Reporting Person did not effect any transactions in the common stock of the Issuer in the past 60 days.
Not applicable.
Not applicable.