Fluent, Inc. Sees Ownership Filing Update

TL;DR

Fluent Inc. 13D/A filed - ownership update from Schulke Ryan.

AI Summary

On August 23, 2024, Fluent, Inc. filed an SC 13D/A amendment. The filing indicates a change in beneficial ownership by Schulke Ryan, who previously held a significant stake. The specific details of the change in ownership and the new percentage held are not fully detailed in this excerpt, but it represents an update to their previous filing.

Why It Matters

This filing signals a potential shift in control or influence over Fluent, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor sentiment or strategy, potentially leading to volatility.

Key Players & Entities

• Fluent, Inc. (company) — Subject Company
• Schulke Ryan (company) — Filing Party
• Daniel J. Barsky, Esq. (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 — ns an amount equal to the lesser of (i) $3.01, subject to adjustment pursuant to t
• $1 — the applicable conversion date and (B) $1.00, subject to adjustment pursuant to t
• $750,000 — of which the Reporting Person purchased $750,000 of Notes. The Note matures on April 2,
• $3.01 — ersion price equal to the lesser of (i) $3.01 , and (ii) the greater of (A) the conso
• $1.00 — the applicable conversion date and (B) $1.00 , in each case subject to adjustments f
• $7,000,000 — of the amount of such equity raise and $7,000,000 , and (c) the Borrower has demonstrated

Filing Documents

• schulke20240822_sc13da.htm (SC 13D/A) — 45KB
• 0001437749-24-027673.txt ( ) — 46KB

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: The Note (as defined herein) was 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 August 19, 2024 , the Issuer entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with certain accredited and/or sophisticated investors (the "Purchasers") to sell convertible subordinated promissory notes (the "Notes") of which the Reporting Person purchased $750,000 of Notes. The Note matures on April 2, 2029 , bears interest at 13% per annum payable quarterly in cash (subject to payment conditions in the Subordination Agreement described below) or in kind. Subject to the payment conditions in the Subordination Agreement described below, the Issuer may prepay the Note in whole or in part at any time upon ten days' written notice; provided that, no prepayment will be permitted prior to the stockholder approval described below without the consent of the applicable holder. The Reporting Person is entitled to convert the Conversion Amount (as defined below) of the Note into shares of the Issuer's common stock at a conversion price equal to the lesser of (i) $3.01 , and (ii) the greater of (A) the consolidated closing bid price of the Issuer's common stock as reported on Nasdaq on the applicable conversion date and (B) $1.00 , in each case subject to adjustments for stock splits, recapitalizations and the like. However, the applicable conversion price will in no event be lower than the price established by clause (ii) above unless and until the Issuer's stockholders have approved matters related to the issuance of common stock upon conversion of the Notes, which vote is expected to take place at the Issuer's 2025 annual meeting of stockholders. The Note is subject to additional limits on conversion until stockholder approval is obtained, including an aggregate limit on the number of shares that may be issued upon conversion to 19.99% of the Issuer's outstanding shares of common stock and provisions to prevent a change of control as define

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 3,684,090 shares of common stock of the Issuer, representing 21.52% of the Issuer's common stock based on 16,871,826 shares of the Issuer's common stock outstanding as of August 19, 2024. The foregoing includes 250,000 Conversion Shares issuable upon conversion of the Note. The number of Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of August 19, 2024 and is subject to change as described on page [ ]. 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 7,489,255 shares, or 43.57% of the Issuer's outstanding common shares. The foregoing includes 66,667 shares ("Frost Conversion Shares") of common stock issuable upon conversion of a convertible subordinated promissory note issued to Frost Gamma Investments Trust on August 19, 2024. The number of Frost Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of August 19, 2024 and is subject to change and a beneficial ownership limitation as described on page 2. (b) The Reporting Person is deemed to have sole power to vote or direct the vote of 3

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: August 22, 2024 By: /s/ Ryan Schulke Ryan Schulke -6-

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View this SC 13D/A filing on SEC EDGAR