Fluent, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Fluent Inc. signed a big deal and sold some stock on Nov 29th. Check the filings.

AI Summary

On November 29, 2024, Fluent, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Fluent, Inc. (company) — Registrant
• November 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-37893 (identifier) — Commission File Number
• 77-0688094 (identifier) — IRS Employer Identification No.
• 300 Vesey Street, 9th Floor New York (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0005 — ge on which registered Common Stock , $0.0005 par value per share FLNT The Nasdaq
• $4,500,000 — by an investor making an investment of $4,500,000. The Placement Agency Agreement contai
• $2.3147 — .0005 per share, at a purchase price of $2.3147 per Unregistered Pre-Funded Warrant (th
• $5.3 m — ffering is expected to be approximately $5.3 million, after deducting Placement Agent
• $2.7 m — acement is expected to be approximately $2.7 million, after deducting offering expense
• $7,500,000 — e Company is required to raise at least $7,500,000 of net cash proceeds by to December 3,

Filing Documents

• flnt20241129_8k.htm (8-K) — 42KB
• ex_752977.htm (EX-4.1) — 92KB
• ex_752978.htm (EX-5.1) — 18KB
• ex_752979.htm (EX-10.1) — 174KB
• ex_752980.htm (EX-10.2) — 232KB
• ex_752981.htm (EX-10.3) — 183KB
• ex_752982.htm (EX-10.4) — 41KB
• ex_752983.htm (EX-99.1) — 11KB
• image1.jpg (GRAPHIC) — 73KB
• image2.jpg (GRAPHIC) — 5KB
• 0001437749-24-036384.txt ( ) — 1212KB
• flnt-20241129.xsd (EX-101.SCH) — 3KB
• flnt-20241129_def.xml (EX-101.DEF) — 11KB
• flnt-20241129_lab.xml (EX-101.LAB) — 15KB
• flnt-20241129_pre.xml (EX-101.PRE) — 11KB
• flnt20241129_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 29, 2024, Fluent, Inc. (the " Company ") entered into a securities purchase agreement (the " Registered Direct Purchase Agreement ") with certain pre-existing institutional investors (the " Registered Direct Investors "), pursuant to which the Company agreed to sell to such investors an aggregate of 2,483,586 shares (the " Shares ") of common stock of the Company, par value $0.0005 per share (the " Common Stock ") (the " Registered Direct Offering "). The Shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-281805), which was declared effective by the Securities and Exchange Commission on September 9, 2024. In connection with the Registered Direct Offering, the Company entered into a placement agency agreement (the " Placement Agency Agreement ") with ThinkEquity LLC, as the placement agent (the " Placement Agent "), for the sale of 1,943,676 Shares to a Registered Direct Investor. Pursuant to the Placement Agency Agreement, the Company, among other things, agreed to pay the Placement Agent a cash fee equal to 4% of the gross proceeds raised in the Registered Direct Offering by an investor making an investment of $4,500,000. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the " Securities Act ), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agency Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties. Concurrently with the sale of the Registered Direct Securities,

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure under Item 1.01 above with respect to the Unregistered Securities which is hereby incorporated in this Item 3.02 by reference.

01 Other Events

Item 8.01 Other Events. On November 29, 2024, the Company issued a press release announcing the Offerings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. On November 27, 2024, Crystal Financial LLC D/B/A SLR Credit Solutions ("SLR") agreed to extend the date pursuant to which the Company is required to raise at least $7,500,000 of net cash proceeds by to December 3, 2024 under the Third Amendment to the Credit Agreement by and among Fluent, LLC, a wholly-owned subsidiary of the Company (the "Borrower"), the Company, certain subsidiaries of the Borrower as guarantors, SLR and each other lender from time to time party thereto dated November 15, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 10.1+ Form of Registered Direct Purchase Agreement 10.2+ Form of Placement Agency Agreement 10.3+ Form of Private Placement Purchase Agreement 10.4 Form of Support Agreement 23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) 99.1 Press release of Fluent, Inc. dated November 29, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) + Certain of the schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company hereby undertakes to furnish supplementally a copy of all omitted schedules to the SEC upon its request -3-

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. November 29, 2024 By: /s/ Donald Patrick Name: Donald Patrick Title: Chief Executive Officer -4-

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View this 8-K filing on SEC EDGAR