false 0001460329 0001460329 2024-11-19 2024-11-19
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 19, 2024
 
FLUENT, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-37893
  
77-0688094
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
 
300 Vesey Street, 9th Floor
New York, New York
  
10282
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 669-7272
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.0005 par value per share
  
FLNT
  
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
 
Item 2.02. Results of Operations and Financial Condition.
 
On November 19, 2024, Fluent, Inc. issued a press release announcing it had published an investor presentation on the investor relations section of the company's website.  The presentation contains, amongst other things, information on revenue and gross margin for the Commerce Media Solutions business for quarters beginning the first quarter of 2023.  A copy of the press release is attached hereto as Exhibit 99.1 and a copy of the investor presentation as Exhibit 99.2 to this Current Report on Form 8-K. 
 
The information included herein and in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing. 
 
Item 9.01. Financial Statements and Exhibits.
 
d) Exhibits
 
Exhibit No.
  
Description
     
99.1
  
99.2   Investor Presentation, dated November 19, 2024
104
  
Cover Page Interactive Data File (formatted as Inline XBRL)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Fluent, Inc.
  
       
November 19, 2024
By:  
/s/ Donald Patrick
  
 
Name:  
Donald Patrick 
  
 
Title:  
Chief Executive Officer 
  
 
 
 
 
 

Exhibit 99.1

 

Fluent, Inc. Files New Investor Presentation and Makes Available on Company Website

 

New York, NY — November 19, 2024 — Fluent, Inc. (NASDAQ: FLNT), a leader in performance marketing, published a new investor presentation today. The presentation is available on the investor relations section of the Company website under “Events & Presentations” and can be accessed directly at this link:

https://bit.ly/investor-presentation.

 

Don Patrick, Fluent’s Chief Executive Officer, commented, “We’re pleased to be debuting this new presentation, which we believe better communicates our business strategy and growth prospects. We are executing a strategic shift to focus on the high-growth commerce media business, which saw triple-digit year-over-year revenue growth in every quarter this year and continues to become an increasing portion of our revenue. This business leverages 14 years of experience as an industry leader in customer acquisition that differentiates Fluent in the industry. We’re energized by our recent progress and look forward to the continued growth of our business as we drive this strategic shift.”

 

About Fluent, Inc.

Fluent, Inc. (NASDAQ: FLNT) has been a leader in performance marketing since 2010, offering customer acquisition and partner monetization solutions that exceed client expectations. Leveraging untapped channels and diverse ad inventory across partner ecosystems and owned sites, Fluent connects brands with consumers at the most optimal moment, ensuring impactful engagement when it matters most. Constantly innovating and optimizing for performance, Fluent unlocks additional revenue streams for partners and empowers advertisers to acquire their most valuable customers at scale. For more insights 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 Company’s expected growth and results of its strategic shift. 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 risks, 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 Relations

Fluent, Inc.

InvestorRelations@fluentco.com 

 

 

 

Exhibit 99.2

 

 

 

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v3.24.3
Document And Entity Information
Nov. 19, 2024
Document Information [Line Items]  
Entity, Registrant Name FLUENT, INC.
Document, Type 8-K
Document, Period End Date Nov. 19, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-37893
Entity, Tax Identification Number 77-0688094
Entity, Address, Address Line One 300 Vesey Street, 9th Floor
Entity, Address, City or Town New York
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 10282
City Area Code 646
Local Phone Number 669-7272
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FLNT
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001460329
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