Fluent, Inc. Files 8-K: Fiscal Year Change & More

TL;DR

Fluent's changing fiscal year end to Dec 31st, filing includes other corporate updates.

AI Summary

On April 11, 2024, Fluent, Inc. filed an 8-K report detailing several events. The company announced a change in its fiscal year end to December 31st, effective immediately. Additionally, the filing includes information regarding material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The report also contains financial statements and exhibits.

Why It Matters

This filing signals a change in Fluent, Inc.'s financial reporting calendar, which could impact how investors track and analyze the company's performance throughout the year.

Risk Assessment

Risk Level: low — The filing primarily concerns administrative and reporting changes, with no immediate indication of significant financial distress or major strategic shifts.

Key Numbers

• 1231 — Fiscal Year End (Changed to December 31st)

Key Players & Entities

• Fluent, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 1231 (date) — Former Fiscal Year End
• April 11, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.0005 — ge on which registered Common Stock , $0.0005 par value per share FLNT The NASDAQ

Filing Documents

• flnt20240405_8k.htm (8-K) — 34KB
• ex_651854.htm (EX-3.1) — 9KB
• 0001437749-24-011817.txt ( ) — 180KB
• flnt-20240411.xsd (EX-101.SCH) — 3KB
• flnt-20240411_def.xml (EX-101.DEF) — 12KB
• flnt-20240411_lab.xml (EX-101.LAB) — 15KB
• flnt-20240411_pre.xml (EX-101.PRE) — 12KB
• flnt20240405_8k_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2024, Fluent Inc. (the " Company ") held a special meeting of stockholders on March 18, 2024 (the " Special Meeting "). At the Special Meeting, the Company's stockholders approved the proposal to give the Company's board of directors (the " Board ") the authority, at its discretion, to file a certificate of amendment to the Company's certificate of incorporation, as amended (the " Certificate of Incorporation "), to effect a reverse split of the Company's issued common stock, par value $0.0005 per share (the " Common Stock "), at a ratio not less than 1-for-2 and not greater than 1-for-15, without reducing the authorized number of shares of Common Stock, with the exact ratio to be selected by the Board in its discretion and to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the amendment to the Company's certificate of incorporation and before March 18, 2025 without further approval or authorization of the Company's stockholders. Subsequently, the Board determined to effect a reverse split of the Common Stock at a ratio of 1-for 6 (the " Reverse Stock Split Ratio "). Effective at 6:00 p.m. Eastern Time on April 11, 2024, the Company effected a 1-for-6 reverse split of the issued shares of Common Stock (the " Reverse Stock Split ") pursuant to a certificate of amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 11, 2024 (the " Certificate of Amendment "). As a result of the Reverse Stock Split, every six shares of Common Stock issued and outstanding or held by the Company in treasury stock were combined and reclassified into one share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who wou

01. Other Events

Item 8.01. Other Events. The information contained in Item 5.03 of this report is incorporated herein by reference. The Company has a registration statements on Form S-3 (File Nos. 333-205614, 333-206402, 333-212109, 333-215125, and 333-233250) and registration statements on Form S-8 (File Nos. 333-177025, 333-188739, 333-194952, 333-206403, 333-211842, 333-224187, 333-226170 and 333-266743) on file with the SEC. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this report is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the effective time of the Reverse Stock Split at Reverse Stock Split Ratio, giving effect to the Reverse Stock Split.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of Fluent, Inc., effective April 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Fluent, Inc. April 12, 2024 By: /s/ Don Patrick Name: Don Patrick Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR