Fluent, Inc. Announces Special Stockholder Meeting for Reverse Stock Split Proposal

TL;DR

<b>Fluent, Inc. is holding a special virtual meeting on March 18, 2024, to seek stockholder approval for a reverse stock split.</b>

AI Summary

Fluent, Inc. (FLNT) filed a Proxy Statement (DEF 14A) with the SEC on February 12, 2024. Fluent, Inc. will hold a special meeting of stockholders on March 18, 2024, at 11:00 a.m. ET. The meeting will be conducted virtually, with no in-person attendance option. Stockholders will vote on a proposal to authorize the board of directors to enact a reverse stock split. The reverse stock split ratio can range from 1-for-2 to 1-for-15, at the board's discretion. The board of directors unanimously recommends voting 'FOR' both proposals, including the reverse stock split and potential meeting adjournment.

Why It Matters

For investors and stakeholders tracking Fluent, Inc., this filing contains several important signals. The reverse stock split aims to increase the per-share market price of the company's common stock, potentially making it more attractive to investors and meeting stock exchange listing requirements. The authorization for the reverse stock split has a one-year window, allowing the board flexibility to implement it if deemed strategically beneficial before March 18, 2025.

Risk Assessment

Risk Level: medium — Fluent, Inc. shows moderate risk based on this filing. The company is seeking broad authority for a reverse stock split, which can be a signal of underlying financial or market performance issues, and the success of the split is not guaranteed to improve stock price or investor sentiment.

Analyst Insight

Stockholders should carefully consider the implications of a reverse stock split on their investment and the company's future prospects before voting.

Key Numbers

• March 18, 2024 — Special Meeting Date (Date of the special meeting of stockholders)
• 11:00 a.m. Eastern Time — Meeting Time (Time the special meeting will commence)
• 1-for-2 — Min. Reverse Split Ratio (Minimum ratio for the proposed reverse stock split)
• 1-for-15 — Max. Reverse Split Ratio (Maximum ratio for the proposed reverse stock split)
• March 18, 2025 — Reverse Split Deadline (Latest date the board can implement the reverse stock split)

Key Players & Entities

• Fluent, Inc. (company) — Registrant
• March 18, 2024 (date) — Date of Special Meeting
• 1-for-2 (dollar_amount) — Minimum reverse stock split ratio
• 1-for-15 (dollar_amount) — Maximum reverse stock split ratio
• March 18, 2025 (date) — Deadline for reverse stock split implementation

FAQ

Risk Factors

• Reverse Stock Split Proposal [medium — financial]: The company is seeking authorization to implement a reverse stock split to potentially increase the per-share market price of its common stock.

Key Dates

• 2024-03-18: Special Meeting of Stockholders — To vote on the Reverse Stock Split Proposal and potential adjournment.

Glossary

Reverse Stock Split

A corporate action in which a company reduces the number of its outstanding shares. (Aims to increase the stock's per-share price, potentially improving marketability and meeting exchange listing requirements.)

Proxy Statement

A document filed with the SEC that provides information to shareholders before a meeting where they will vote on corporate matters. (Contains details about the proposals being voted on, board recommendations, and voting instructions.)

Key Financial Figures

• $1.00 — g to maintaining a minimum bid price of $1.00 per share. If we do not demonstrate com

Filing Documents

• flnt20240212_def14a.htm (DEF 14A) — 200KB
• logo_text.jpg (GRAPHIC) — 9KB
• pic1.jpg (GRAPHIC) — 113KB
• pic2.jpg (GRAPHIC) — 161KB
• 0001437749-24-003776.txt (&nbsp;) — 591KB

From the Filing

DEF 14A 1 flnt20240212_def14a.htm FORM DEF 14A flnt20240212_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14A-12 FLUENT, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 300 Vesey Street, 9 th Floor New York, NY 10282 (646) 669-7272 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held on March 18, 2024 Dear Stockholders of Fluent, Inc.: You are invited to attend a special meeting (the "Meeting") of stockholders of Fluent, Inc., a Delaware corporation ("Fluent," "we," "us," "our," or the "Company"), to be held on Monday, March 18, 2024 at 11:00 a.m. Eastern Time. The Meeting will be convened and conducted in a virtual meeting format. Stockholders will not be able to attend the Meeting in person. The accompanying proxy statement includes instructions on how to attend the Meeting and how to vote and submit questions. At the Meeting, our stockholders will consider and vote upon the following items: 1. To approve a proposal to give our board of directors the authority, at its discretion, to file a certificate of amendment to our certificate of incorporation to effect a reverse split of our issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-15, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our certificate of incorporation and before March 18, 2025 without further approval or authorization of our stockholders (the "Reverse Stock Split Proposal"); and 2. To approve the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal if there are not sufficient votes to approve such proposal. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE " FOR " BOTH PROPOSALS. The record date for the Meeting is February 12, 2024. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Meeting, or any adjournment or postponement thereof. You are cordially invited to participate in the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the Meeting. Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone as promptly as possible to ensure your shares will be represented at the Meeting. New York, New York By order of the Board of Directors, February 12, 2024 /s/ Ryan Schulke Ryan Schulke Chairman of the Board and Chief Strategy Officer -2- Important Notice Regarding the Availability of Proxy Materials for the Special Meeting The notice of special meeting and the proxy statement and form of proxy card are available at https://investors.fluentco.com/financial-information/sec-filings . -3- PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON March 18, 2024 QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT, THE SPECIAL MEETING AND VOTING Why did I receive these proxy materials? We are providing these proxy materials in connection with the solicitation by the board of directors (the "Board") of Fluent, Inc. (referred to as "we," "our," "us," the "Company," the "Corporation" or "Fluent" in this proxy statement), of proxies to be voted at a special meeting (the "Meeting") of stockholders scheduled to be held at 11:00 a.m. Eastern Time on March 18, 2024 and at any adjournment or postponement thereof. Before or during the Meeting, stockholders will act upon the proposals described in this proxy statement. The notice of the Meeting, this proxy statement and the proxy card are first being sent or made available to stockholders on or about February 12, 2024. Who can vote at the Meeting? Only our stockholders of record at the close of business on February 12, 2024, the record date for the Meeting, or their legal proxy holders, are entitled to vote at the Meeting. There were 85,967,141 shares of our common stock outstanding and ent

View Full Filing

View this DEF 14A filing on SEC EDGAR