Fluent, Inc. Sees Ownership Filing Update

TL;DR

Fluent, Inc. 13D/A filed, Schulke Ryan now involved. Ownership changes afoot.

AI Summary

On May 16, 2024, Fluent, Inc. filed an SC 13D/A amendment. The filing indicates a change in beneficial ownership, with Schulke Ryan now listed as a filer. The filing date of the event triggering this amendment was May 13, 2024.

Why It Matters

This filing signals a potential shift in control or significant stakeholding in Fluent, Inc., which could influence the company's future strategic decisions and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant stake accumulation, which may lead to volatility.

Key Numbers

• 0001460329 — Central Index Key (Fluent, Inc. identifier)
• 0001660850 — Central Index Key (Schulke Ryan identifier)
• 20240516 — Filing Date (Date the amendment was filed)
• 20240513 — Date of Event (Date of event triggering the amendment)

Key Players & Entities

• Fluent, Inc. (company) — Subject Company
• Schulke Ryan (company) — Filer
• Daniel J. Barsky (person) — Person Authorized to Receive Notices
• Cogint, Inc. (company) — Former Company Name
• IDI, Inc. (company) — Former Company Name
• Tiger Media, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0005 — ame of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securiti
• $3.384 — er'scommon stock at a purchase price of $3.384 per Pre-Funded Warrant for an aggregate
• $5,900,000 — rrant for an aggregate consideration of $5,900,000 (the "Private Placement"). The Pre-Fund
• $0.005 — nded Warrants have an exercise price of $0.005per share of common stock, will be immed

Filing Documents

• schulke20240515_sc13da.htm (SC 13D/A) — 44KB
• ex_675620.htm (EX-1) — 35KB
• 0001437749-24-017224.txt ( ) — 81KB

Security and Issuer

Item 1. Security and Issuer.

of the Schedule 13D is amended and restated as follows

Item 1 of the Schedule 13D is amended and restated as follows: This statement on Schedule 13D relates to the common stock, par value $0.0005 per share, of Fluent, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 300 Vesey Street, 9 th Floor, New York, New York 10282.

Identity and Background

Item 2. Identity and Background .

of the Schedule 13D is amended and restated as follows

Item 2 of the Schedule 13D is amended and restated as follows: (a) The name of the person filing this statement is Ryan Schulke (the "Reporting Person"). (b) The address of the principal executive offices and the telephone number of the Reporting Person is 300 Vesey Street, 9 th Floor, New York, New York 10282; (646) 669-7272.A (c) The Reporting Person is the Co-founder, Chief Strategy Officer and Chairman of the Issuer, an industry leader in digital marketing services primarily performing customer acquisition services by operating highly scalable digital marketing campaigns through which the Issuer connects its advertiser clients with consumers they are seeking to reach. (d) During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is amended by adding the following paragraphs to the end of such item

Item 3 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: All Pre-Funded Warrants (as defined herein) were purchased with the Reporting Person's personal funds.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is amended by adding the following paragraphs to the end of such item

Item 4 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: On May 13, 2024, certain accredited investors, including the Reporting Person, entered into Securities Purchase Agreements (the "Purchase Agreements") with the Issuer. Pursuant to the Purchase Agreement, the Reporting Person received pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,743,499shares of the Issuer'scommon stock at a purchase price of $3.384 per Pre-Funded Warrant for an aggregate consideration of $5,900,000 (the "Private Placement"). The Pre-Funded Warrants have an exercise price of $0.005per share of common stock, will be immediately exercisable after stockholder approval of the Private Placement and will terminate when exercised in full.The exercise of the Pre-Funded Warrants is subject to stockholder.The Issuer is obligated to use its reasonable best efforts to obtain stockholder approval of the exercise of the Pre-Funded Warrants in accordance with the rules of the Nasdaq Stock Market at a special meeting of the Issuer's stockholders. In connection with the Private Placement, the Reporting Person entered into a Support Agreement with the Issuer pursuant to which the Reporting Person agreed to vote shares of the Issuer's common stock beneficially owned by him in favor of certain actions subject to Stockholder Approval (as defined in the Purchase Agreements) at any meeting of stockholders of the Issuer and to vote against or decline to consent to any proposal or any other corporate action or agreement that would result in a breach by the Issuer of the Purchase Agreements or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the Purchase Agreements or any similar agreements entered into by the Issuer and the stockholders a party thereto in connection with the consummation of the transactions contemplated by the Purchase Agreements. Other than as described above, the Reporting Person does not have

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is amended and restated as follows

Item 5 of the Schedule 13D is amended and restated as follows: (a) The Reporting Person is the beneficial owner of 1,687,591 shares of common stock of the Issuer, representing 12.35% of the Issuer's common stock based on 13,660,598 shares of the Issuer's common stock outstanding as of May 13, 2024. The foregoing excludes (a) Pre-Funded Warrants to purchase 1,743,499 shares of the Issuer's common stock acquired on May 13, 2024, the exercise of which is subject to stockholder approval, (b) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (c) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (d) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. 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. This foregoing does not reflect the Reporting Person's ownership interest in these shares. If the Reporting Person were deemed to have a beneficial ownership interest in these shares, the Reporting Person would own 4,835,071 shares, or 35.39% of the Issuer's outstanding common shares, excluding Pre-Funded Warrants to purchase 591,017 shares of the Issuer's common stock acquired by Frost Gamma on May 13, 2024, the exercise of which is subject to stockholder approval. (b) The Reporting Person is deemed to have sole power to vote or direct the vote of 1,687,591 shares of the Issuer's common stock, sole power to dispose or to direct the disposition of 1,354,257 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. (c) Other than the a

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is amended by adding the following paragraphs

Item 6 of the Schedule 13D is amended by adding the following paragraphs: The description in Item 4 and the agreement incorporated therein by reference and set forth as an exhibit hereto is incorporated herein by reference in answer to this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . Exhibit Number Exhibit Name 1 Support Agreement dated as of May 13, 2024 by and between the Issuer and the Reporting Person

Signatures

Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 2024 By: /s/ Ryan Schulke Ryan Schulke

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View this SC 13D/A filing on SEC EDGAR