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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)
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Fluent, Inc. (Name of Issuer) |
Common Stock, par value $0.0005 per share (Title of Class of Securities) |
34380C201 (CUSIP Number) |
Daniel Barsky, Esq. 300 Vesey Street, 9th Floor,, New York, NY, 10282 (646) 669-7272 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 34380C201 |
| 1 |
Name of reporting person
Phillip Frost, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,731,308.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Frost Gamma Investments Trust ("Gamma Trust") beneficially owns 6,722,974 shares of common stock, which includes 66,667 shares of the Issuer's common stock underlying the convertible subordinated promissory note entered into pursuant to that certain securities purchase agreement, dated August 19, 2024 (the "Convertible Note") and 909,297 shares of common stock underlying Warrants (as defined below) issued on May 19, 2025 and 909,085 shares of common stock issued upon the exercise of the Unregistered Pre-Funded Warrants (as defined below) on May 19, 2025. Dr. Phillip Frost is the trustee of Gamma Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.
(2) Based on 20,643,660 shares of the Issuer's common stock outstanding as of May 13, 2025 (based on the Company's Form 10-Q filed with the Securities and Exchange Commission on May 16, 2025).
SCHEDULE 13D
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| CUSIP No. | 34380C201 |
| 1 |
Name of reporting person
Frost Gamma Investments Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,722,974.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Gamma Trust beneficially owns 6,722,974 shares of common stock, which includes 66,667 shares of the Issuer's common stock underlying the Convertible Note and 909,297 shares of common stock underlying Warrants issued on May 19, 2025 and 909,085 shares of common stock issued upon the exercise of the Unregistered Pre-Funded Warrants on May 19, 2025. Dr. Phillip Frost is the trustee of Gamma Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.
(2) Based on 20,643,660 shares of the Company's common stock outstanding as of May 13, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on May 16, 2025).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0005 per share | |
| (b) | Name of Issuer:
Fluent, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
300 Vesey Street, 9th Floor, New York,
NEW YORK
, 10282. | |
Item 1 Comment:
This Schedule 13D is filed by the Reporting Persons with respect to shares of common stock, par value $0.0005 per share, of Fluent, Inc., a Delaware corporation (the "Issuer" or the "Company"), formerly known as Cogint, Inc., formerly known as IDI, Inc., the successor to Tiger Media, Inc., SearchMedia Holdings Limited, Ideation Acquisition Corp. and ID Arizona Corp. The principal executive offices of the Issuer are located at 300 Vesey Street, 9th Floor, New York, New York 10282.
EXPLANATORY NOTE
This Amendment No. 25 (the "Amendment") amends and supplements the statement on Schedule 13D filed on December 6, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on October 15, 2008, Amendment No. 2 to the Schedule 13D filed on April 13, 2009, Amendment No. 3 to the Schedule 13D filed on May 1, 2009, Amendment No. 4 to the Schedule 13D filed on July 14, 2009, Amendment No. 5 to the Schedule 13D filed on December 24, 2009, Amendment No. 6 to the Schedule 13D filed on November 22, 2011, Amendment No. 7 to the Schedule 13D filed on July 20, 2012, Amendment No. 8 to the Schedule 13D filed on August 23, 2012, Amendment No. 9 to the Schedule 13D filed on January 17, 2013, Amendment No. 10 to the Schedule 13D filed on July 12, 2013, Amendment No. 11 to the Schedule 13D filed on February 14, 2014, Amendment No. 12 to the Schedule 13D filed on April 6, 2015, Amendment No. 13 to the Schedule 13D filed on January 20, 2016, Amendment No. 14 to the Schedule 13D filed on March 29, 2016, Amendment No. 15 to the Schedule 13D filed on May 18, 2016, Amendment No. 16 to the Schedule 13D filed on July 21, 2016, Amendment No. 17 to the Schedule 13D filed on December 28, 2016, Amendment No. 18 to the Schedule 13D filed on December 22, 2017, Amendment No. 19 to the Schedule 13D filed on April 6, 2018, Amendment No. 20 to the Schedule 13D filed on February 14, 2019, Amendment No. 21 to the Schedule 13D filed on September 25, 2023, Amendment No. 22 filed on May 20, 2024, Amendment No. 23 filed on August 26, 2024 and Amendment No. 24 filed on April 2, 2025 (together the "Original Schedule 13D"), by Phillip Frost, M.D. ("Frost") and Frost Gamma Investments Trust ("Gamma Trust") (collectively, the "Reporting Persons"). | ||
| Item 2. | Identity and Background | |
| (a) | No material change. | |
| (b) | No material change. | |
| (c) | No material change. | |
| (d) | No material change. | |
| (e) | No material change. | |
| (f) | No material change. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
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 | |
Item 4 is hereby amended and restated to read as follows.
On May 15, 2025, Gamma Trust entered into a securities purchase agreement (the "Purchase Agreement") with the Company, pursuant to which Gamma Trust subscribed for $2,000,000 aggregate amount of (i) warrants (the "Warrants") to purchase shares of common stock of the Company at a purchase price of $2.2000 per Warrant and (ii) pre-funded warrants (the "Unregistered Pre-Funded Warrants") to purchase shares of common stock of the Company at a purchase price of $2.1995 per Unregistered Pre-Funded Warrant. The exercise price per share of common stock under the Warrant is $2.2000. The aggregate exercise price of the Unregistered Pre-Funded Warrants (other than the nominal exercise price of $0.0005 per Unregistered Pre-Funded Warrant) was pre-funded. The exercise of the Unregistered Pre-Funded Warrants is subject to stockholder approval and, upon such approval, such Unregistered Pre-Funded Warrants will be immediately exercisable and will terminate when exercised in full.
In connection with the Purchase Agreement, the Reporting Person and the Company 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 Agreement) 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 Agreement or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the Purchase Agreement 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 Agreement.
The closing of the sales of the Unregistered Warrants under the Purchase Agreement occurred on May 19, 2025. On May 19, 2025, the Gamma Trust exercised 909,297 Unregistered Pre-Funded Warrants for 909,085 shares of the Company's common stock.
The foregoing descriptions of the Purchase Agreement, the Unregistered Pre-Funded Warrants, the Warrants and the Support Agreement are not complete but are qualified in their entirety by reference to the full text of the form of the Unregistered Pre-Funded Warrant, Warrant, Purchase Agreement and the Support Agreement, copies of which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons are the beneficial owner of 6,731,308 shares of common stock of the Issuer, which includes 66,667 shares of the Issuer's common stock underlying the Convertible Note and 909,297 shares of common stock underlying Warrants issued on May 19, 2025 and 909,085 shares of common stock issued upon the exercise of the Unregistered Pre-Funded Warrants on May 19, 2025, representing 31.1% of the Issuer's common stock. The percentage of beneficial ownership is based upon 20,643,660 shares of the Company's common stock outstanding as of May 13, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on May 16, 2025). | |
| (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:
The information set forth or incorporated under Item 4 is incorporated by reference in its entirety into this Item 5. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is amended by adding the following paragraph:
The description in Item 4 and the agreements incorporated therein by reference and set forth as an exhibit hereto is incorporated herein by reference in answer to this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Form of Pre-Funded Warrant dated May 15, 2025 (incorporated by reference to Exhibit 4.2 on the Issuer's Form 10-Q filed on May 16, 2025).
https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_818959.htm
Exhibit 99.2 Form of Common Stock Warrant dated May 15, 2025 (incorporated by reference to Exhibit 4.3 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_819518.htm
Exhibit 99.3 Form of Securities Purchase Agreement by and between Fluent Inc. and the purchasers parties thereto (incorporated by reference to Exhibit 10.6 on the Issuer's Form 10-Q filed on May 16, 2025).
https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_819519.htm
Exhibit 99.4 Form of Support Agreement by and among Fluent, Inc. and the parties thereto (incorporated by reference to Exhibit 10.7 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_818960.htm
Exhibit 99.5 Joint Filing Agreement. | ||
| SIGNATURE | |
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.
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