Frost Gamma Updates Fluent Stake
Ticker: FLNT · Form: SC 13D/A · Filed: May 20, 2024 · CIK: 1460329
| Field | Detail |
|---|---|
| Company | Fluent, INC. (FLNT) |
| Form Type | SC 13D/A |
| Filed Date | May 20, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.0005, $3.384, $2,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: 13D-A, ownership-change, filing-update
Related Tickers: FLNT
TL;DR
Frost Gamma just updated their Fluent stake filing. Big player watching.
AI Summary
FROST GAMMA INVESTMENTS TRUST, through its filing on May 20, 2024, has amended its Schedule 13D/A regarding Fluent, Inc. The filing indicates a change in beneficial ownership, with the trust now holding a significant stake in the company. This amendment updates previous filings concerning Fluent, Inc., formerly known as Cogint, Inc.
Why It Matters
This filing signals a potential shift in control or influence over Fluent, Inc. by a significant investment entity, which could impact the company's strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor intentions or strategic shifts, introducing uncertainty.
Key Players & Entities
- FROST GAMMA INVESTMENTS TRUST (company) — Filing entity
- Fluent, Inc. (company) — Subject company
- Cogint, Inc. (company) — Former name of subject company
- Daniel Barsky, Esq. (person) — Contact person for Fluent, Inc.
FAQ
What specific percentage of Fluent, Inc. does FROST GAMMA INVESTMENTS TRUST now beneficially own?
The filing does not explicitly state the current percentage of beneficial ownership for FROST GAMMA INVESTMENTS TRUST in this amendment.
What was the date of the previous filing that this amendment (Amendment No. 22) is updating?
The filing does not explicitly state the date of the previous filing being amended, only that this is Amendment No. 22.
What is the CUSIP number for Fluent, Inc. common stock?
The CUSIP number for Fluent, Inc. common stock is 34380C201.
What is the business address of Fluent, Inc.?
The business address of Fluent, Inc. is 300 Vesey Street, 9th Floor, New York, New York 10282.
What was Fluent, Inc. formerly known as?
Fluent, Inc. was formerly known as Cogint, Inc.
Filing Stats: 2,045 words · 8 min read · ~7 pages · Grade level 8 · Accepted 2024-05-20 17:28:05
Key Financial Figures
- $0.0005 — me of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securiti
- $3.384 — uo;scommon stock at a purchase price of $3.384 per Pre-Funded Warrant for an aggregate
- $2,000,000 — rrant for an aggregate consideration of $2,000,000 (the “Private Placement”).
Filing Documents
- tm2415005-1_sc13da.htm (SC 13D/A) — 50KB
- tm2415005d1_ex99-1.htm (EX-99.1) — 5KB
- 0001104659-24-063514.txt ( ) — 56KB
is hereby amended and restated to read as follows
Item 3 is hereby amended and restated to read as follows. The information set forth or incorporated under the heading “Explanatory Note” and in Items 4 and 5 is incorporated by reference in its entirety into this Item 3. The source of funds used by the Reporting Persons for the acquisition of securities of the Issuer reported herein is the working capital of Gamma Trust. Item 4. Purpose of Transaction. No material change. CUSIP No. 34380C201 Item 5. Interest in Securities of the Issuer.
is deleted in its entirety and replaced with the following text
Item 5 is deleted in its entirety and replaced with the following text: (a) The Reporting Persons are the beneficial owner of 3,738,498 shares of common stock of the Issuer, which includes 591,017 shares of the Issuer’s common stock underlying the Pre-Funded Warrants, representing 26.2% of the Issuer’s common stock. The percentage of beneficial ownership is based upon 13,660,598 shares of the Company’s common stock outstanding as of May 13, 2024 (as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024). On April 11, 2024, the Issuer effected a 6-for-1 reverse stock split. The holdings of the Reporting Persons reported herein reflect such reverse stock split. (b) The information contained on the cover page to this Amendment is incorporated herein by reference. (c) Transactions in the Issuer’s securities effected by the Reporting Persons during the past sixty days: The information set forth or incorporated under Item 6 is incorporated by reference in its entirety into this Item 5. There were no additional transactions in the last 60 days. (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On May 13, 2024, certain accredited investors, including Gamma Trust, entered into Securities Purchase Agreements (the “Purchase Agreements”) with the Issuer. Pursuant to the Purchase Agreements, Gamma Trust purchased pre-funded warrants (the "Pre-Funded Warrants") to purchase 591,017 shares of the Issuer’scommon stock at a purchase price of $3.384 per Pre-Funded Warrant for an aggregate consideration of $2,000,000 (the “Private Placement”). The Pre-Funded Warrants have an exercise price of $0.0005per share of common stock, will be immediately exercisable after stockholder approval of the Private Placement and will terminate when exercised in full.The exercise
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 20, 2024 /s/ Phillip Frost, M.D. Phillip Frost, M.D., individually FROST GAMMA INVESTMENTS TRUST Dated: May 20, 2024 By: /s/ Phillip Frost, M.D. Phillip Frost, M.D., Trustee