Schulke Ryan Amends Fluent Inc. 13D Filing

TL;DR

Schulke Ryan updated its Fluent Inc. stake filing. Watch for ownership changes.

AI Summary

Schulke Ryan filed an amendment (No. 5) to its Schedule 13D on July 22, 2024, regarding its beneficial ownership of Fluent, Inc. common stock. The filing indicates a change in the reporting person's holdings, though specific details on the exact change in shares or dollar amounts are not immediately clear from this excerpt. The event triggering this amendment occurred on July 9, 2024.

Why It Matters

This filing signals a potential shift in significant ownership of Fluent, Inc., which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate significant changes in major shareholder positions, which can lead to stock volatility.

Key Numbers

• 20240722 — Filing Date (Date of Amendment No. 5)
• July 9, 2024 — Event Date (Date of Event which triggered the amendment)

Key Players & Entities

• Schulke Ryan (company) — Reporting Person
• Fluent, Inc. (company) — Subject Company
• Daniel J. Barsky (person) — Authorized to Receive Notices

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

Filing Documents

• schulke20240716d_sc13da.htm (SC 13D/A) — 36KB
• 0001437749-24-023204.txt ( ) — 37KB

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 shares of common stock issued upon exercise of the 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 had an exercise price of $0.0005 per share of common stock, and became immediately exercisable after stockholder approval of the Private Placement which was obtained on July 2, 2024, and terminated as a result of being exercised in full on July 9, 2024.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 any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.

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 3,434,090 shares of common stock of the Issuer, representing 21.14% of the Issuer's common stock based on 16,246,167 shares of the Issuer's common stock outstanding as of July 9, 2024. The foregoing excludes (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 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 7,172,588 shares, or 44.15% of the Issuer's outstanding common shares. (b) The Reporting Person is deemed to have sole power to vote or direct the vote of 3,434,090 shares of the Issuer's common stock, sole power to dispose or to direct the disposition of 3,100,756 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 (i) the acquisition by the Reporting Person of the Pre-Funded Warrants to purchase shares of the Issuer's common stock, (ii) 1,743,499 shares of common stock issued upon exercise of the Pre-Funded Warrants and (iii) 3,000 shares of common stock purchased in the open market, the Reporting Person did not effect any transactions in the common stock of the I

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: July 22, 2024 By: /s/ Ryan Schulke Ryan Schulke

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