Fluent Announces Reverse Stock Split
April 10 2024 - 7:00AM
Fluent, Inc. (NASDAQ: FLNT), a leading data-driven performance
marketing company, today announced that it will effect a 1-for-6
reverse split of the issued shares of its common stock, effective
at 6:00 p.m. Eastern Time on April 11, 2024. The Company's common
stock will begin trading on a reverse stock split-adjusted basis at
the opening of the market on Friday, April 12, 2024. Following the
reverse stock split, the Company’s common stock will continue to
trade on The Nasdaq Capital Market under the symbol “FLNT” with the
new CUSIP number 34380C 201.
Fluent is implementing the reverse stock split with the
objective of regaining compliance with the $1.00 minimum bid price
requirement for continued listing on The Nasdaq Capital Market. The
Company has until April 29, 2024 to demonstrate compliance with
this requirement. To demonstrate compliance, the closing bid price
of Fluent’s common stock must be at least $1.00 per share for a
minimum of ten consecutive business days. The Company intends to
file a Certificate of Amendment to its Certificate of
Incorporation, as amended, with the Secretary of State of the State
of Delaware to effect the reverse stock split.
As a result of the reverse stock split, every six (6) shares of
the Company’s common stock issued and outstanding or held by the
Company in treasury stock will automatically be combined and
reclassified into one share of common stock. No fractional shares
will be issued as a result of the reverse stock split. Stockholders
who would otherwise be entitled to receive a fractional share will
receive an additional fraction of a share of common stock to round
up to the next whole share. The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder’s
percentage ownership interest or any stockholder’s proportionate
voting power, except for immaterial adjustments that may result
from the treatment of fractional shares. There will be no change in
the number of authorized shares of common stock or the par value
per share of the common stock.
The reverse stock split will reduce the number of issued and
outstanding shares of the Company’s common stock from approximately
81.6 million shares to approximately 13.6 million shares and will
reduce the issued shares of common stock held by the Company in
treasury stock from approximately 4.6 million shares to
approximately 768 thousand shares.
The number of shares available for issuance under the Company’s
equity incentive plans and the number of shares issuable pursuant
to each outstanding equity award immediately prior to the reverse
stock split will be reduced proportionately at the same ratio as
the reverse stock split, and the exercise price for each
outstanding stock option will be increased in inverse proportion to
the reverse stock split ratio.
The combination of, and reduction in, the issued shares of
common stock as a result of the reverse stock split will occur
automatically at the effective time of the reverse stock split
without any additional action on the part of the Company’s
stockholders. The Company's transfer agent, Continental Stock
Transfer & Trust Company (“Continental”), is acting as the
exchange agent for the reverse stock split and will provide
instructions to stockholders of record holding shares in
certificated form regarding the process for exchanging their stock
certificates. In addition, Continental will send stockholders of
record holding their shares electronically in book-entry form a
transaction statement indicating the number of shares of common
stock such stockholders hold after the reverse stock split.
Stockholders who hold their shares through a broker, bank, or other
nominee will have their positions adjusted to reflect the reverse
stock split, subject to their broker, bank, or other nominee’s
particular processes, and will not be required to take any action
in connection with the reverse stock split.
Additional information regarding the reverse stock split can be
found in the Company’s definitive proxy statement for the special
meeting of stockholders of the Company held on March 18, 2024,
which was filed with the U.S. Securities and Exchange Commission on
February 12, 2024, a copy of which is available at www.sec.gov and
on the Company's website.
About Fluent, Inc.
Fluent, Inc. (NASDAQ: FLNT) is a leader in performance
marketing, delivering customer acquisition solutions through our
digital media portfolio, global commerce partnerships, and
proprietary data and tech. We introduce brands to consumers through
outcome-based programs across untapped channels, including our
post-transaction ad solution and rewarded discovery platform. Since
2010, we have continued to innovate and iterate on the most
effective strategies that connect our partners and brands with
their most valuable customers, helping to drive lower-funnel
engagements that exceed client expectations. For more information,
please visit https://www.fluentco.com/.
Forward-Looking Statements
This press release contains forward-looking statements. All
statements other than statements of historical facts are
“forward-looking statements” within the meaning of federal
securities laws. In some cases, you can identify forward-looking
statements by terminology such as “will,” “would,” “expect,”
“intend,” “plan,” “objective,” or comparable terminology
referencing future events, conditions or circumstances, or the
negative of such terms. Forward-looking statements in this press
release include, without limitation, statements about the results,
timing and completion of the reverse stock split and the potential
effect of the reverse stock split on the Company’s ability to
regain compliance with the minimum bid price requirement for
continued listing on The Nasdaq Capital Market. Although Fluent
believes that it has a reasonable basis for the forward-looking
statements contained in this press release, they are based on
management’s current beliefs and expectations about future events
and circumstances and are subject to risks and uncertainties, all
of which are difficult to predict and many of which are beyond the
Company’s control. These risk factors include, without limitation,
the risk that the Certificate of Amendment to the Company’s
Certificate of Incorporation, as amended, may not be timely
submitted to or processed for filing by the Secretary of State of
the State of Delaware, the risk that The Nasdaq Stock Market LLC
may not process the reverse stock split on the expected timeline,
the potential for Nasdaq to halt trading in the Company’s common
stock, and the risk that after the reverse stock split the closing
bid price of the Company’s common stock is not at least $1.00 per
share for a minimum of ten consecutive business days. These and
other risk factors described under “Risk Factors” in Fluent’s most
recently filed annual report on Form 10-K, as updated from time to
time in Fluent’s quarterly reports on Form 10-Q and other filings
with the Securities and Exchange Commission, may cause actual
results, performance or achievements to differ materially from
those expressed or implied by forward-looking statements in this
press release. You are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on
which they were made. Fluent undertakes no obligation to update any
forward-looking statement contained in this press release to
reflect events that occur or circumstances that exist after the
date of this press release, except as required by law.
Contact Information: Investor
RelationsFluent, Inc.InvestorRelations@fluentco.com
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