Fluent, Inc. Files Definitive Proxy Statement

TL;DR

Fluent Inc. (FLNT) filed its proxy statement - shareholders vote on company direction & exec pay.

AI Summary

Fluent, Inc. filed its definitive proxy statement (DEF 14A) on June 4, 2024, for its annual meeting of stockholders. The filing provides details regarding the company's governance, executive compensation, and proposals to be voted on by shareholders. Fluent, Inc., formerly known as Cogint, Inc., is an advertising services company based in New York.

Why It Matters

This filing is crucial for shareholders as it outlines the company's strategic direction, executive compensation packages, and key voting matters that will shape the company's future operations and governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Numbers

• 20240604 — Filing Date (The date the definitive proxy statement was filed with the SEC.)
• 20240702 — Report Period End Date (The period the proxy statement pertains to, likely related to the annual meeting date.)

Key Players & Entities

• Fluent, Inc. (company) — Registrant
• Cogint, Inc. (company) — Former company name
• IDI, Inc. (company) — Former company name
• Tiger Media, Inc. (company) — Former company name
• 300 Vesey Street, 9th Floor, New York, NY 10282 (location) — Business and mailing address

FAQ

Key Financial Figures

• $3.384 — hares of our common stock at a price of $3.384 per Pre-Funded Warrant, representing a
• $10 million — We received aggregate gross proceeds of $10 million from the Private Placement, before dedu
• $0.0005 — ur common stock at an exercise price of $0.0005 per share. The Pre-Funded Warrants will

Filing Documents

• flnt20240604_def14a.htm (DEF 14A) — 155KB
• logo.jpg (GRAPHIC) — 4KB
• proxcard_page1.jpg (GRAPHIC) — 130KB
• proxcard_page2.jpg (GRAPHIC) — 161KB
• 0001437749-24-019203.txt ( ) — 562KB

From the Filing

DEF 14A 1 flnt20240604_def14a.htm FORM DEF 14A flnt20240604_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 -1- 300 Vesey Street, 9th Floor New York, NY 10282 (646) 669-7272 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held on July 2, 2024 Dear Fluent, Inc. Stockholders: 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 Tuesday, July 2, 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, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercise of the Company's pre-funded warrants (the "Pre-Funded Warrants") issued pursuant to those certain securities purchase agreements dated as of May 13, 2024 and entered into by the Company and certain accredited investors named therein into shares of the Company's common stock ("Proposal 1"); 2. To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), pre-funded warrants (the "Insider Warrants") issued pursuant to those certain securities purchase agreements dated as of May 13, 2024 to certain of the Company's directors and/or officers and employees and to a consultant of the Company, and any shares of the Company's common stock issuable upon exercise thereof ("Proposal 2"); and 3. To approve the adjournment of the Meeting to a later date if necessary to solicit additional proxies in favor of Proposal 1 or Proposal 2 if there are not sufficient votes to approve such proposals at the time of the Meeting or any adjournment or postponement thereof ("Proposal 3"). OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE " FOR " PROPOSALS 1, 2 AND 3. The record date for the Meeting is May 14, 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, June 4, 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 JULY 2, 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 July 2, 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 June 4, 2024. This proxy statement is also available on Fluent's website at www.fluentco.com. Who can vote at the Meeting? Only our stockholders of record at the close of business

View Full Filing

View this DEF 14A filing on SEC EDGAR