Frost Gamma Amends Fluent Stake

TL;DR

Frost Gamma just updated their Fluent stake again. Big holder, watch this.

AI Summary

Frost Gamma Investments Trust, through its filing on August 26, 2024, has amended its Schedule 13D/A regarding Fluent, Inc. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. This is the 23rd amendment to their filing.

Why It Matters

Amendments to Schedule 13D filings often signal significant changes in a major shareholder's position, potentially impacting the stock price and corporate strategy of Fluent, Inc.

Risk Assessment

Risk Level: medium — Schedule 13D/A filings by significant investors can precede major corporate actions or shifts in control, introducing volatility.

Key Numbers

• 23 — Amendment Number (Indicates this is a significant update to previous filings.)

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 (person) — Contact person for Fluent, Inc.

FAQ

Key Financial Figures

• $0.0005 — me of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securiti
• $200,000 — ble Note") for a purchase price of $200,000. The Convertible Note matures on April
• $3 — ersion price equal to the lesser of (i) $3.01, and (ii) the greater of (A) the con
• $1 — the applicable conversion date and (B) $1.00, in each case subject to adjustments

Filing Documents

• tm2422622d1_sc13da.htm (SC 13D/A) — 50KB
• tm2422622d1_ex99-1.htm (EX-99.1) — 3KB
• 0001104659-24-092919.txt ( ) — 55KB

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 3,805,165 shares of common stock of the Issuer, which includes 66,667 shares of the Issuer’s common stock underlying the Convertible Note, representing 22.5% of the Issuer’s common stock. The percentage of beneficial ownership is based upon 16,871,826 shares of the Company’s common stock outstanding as of August 16, 2024 (as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024). (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: On July 5, 2024, the Reporting Persons exercised 591,017 pre-funded warrants for 591,017 shares of the Company’s common stock. The information set forth or incorporated under Item 6 is incorporated by reference in its entirety into this Item 5. (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On August 19, 2024, the Reporting Persons entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the Issuer to purchase a convertible subordinated promissory note (the "Convertible Note") for a purchase price of $200,000. The Convertible Note matures on April 2, 2029, bears interest at 13% per annum payable quarterly in cash subject to certain payment conditions or in-kind. Subject to certain payment conditions, the Issuer may prepay the Convertible 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 Persons are entitled to convert the Conversion Amou

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 26, 2024 /s/ Phillip Frost, M.D. Phillip Frost, M.D., individually FROST GAMMA INVESTMENTS TRUST Dated: August 26, 2024 By: /s/ Phillip Frost, M.D. Phillip Frost, M.D., Trustee

View Full Filing

View this SC 13D/A filing on SEC EDGAR