Fluent Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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FORM 8-K

 

 

 

Date of Report (Date of earliest event reported): November 25, 2025

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code: (646) 669-7272

 

(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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

On November 25, 2025, Fluent, Inc. (the “Company”) and Fluent, LLC, a wholly owned subsidiary of the Company (together with the Company, the "Borrower"), entered into an Accounts Receivable Finance Agreement (the "Financing Agreement") with CSNK Working Capital Finance Corp. d/b/a Bay View Funding ("Bay View"). 

 

Under the Financing Agreement, Bay View may extend financing to the Company based on eligible domestic and foreign accounts receivable, subject to a maximum aggregate advance amount of $30 million.

 

The Financing Agreement has an initial term of 36 months and renews automatically for additional 12-month periods unless terminated in accordance with its terms. The Company is required to pay a facility fee and finance charges based on a floating interest rate, as well as certain administrative fees. The Company’s obligations under the Financing Agreement are secured by a security interest in substantially all of the Company’s assets.

 

The Financing Agreement contains customary representations, warranties, covenants and events of default, including repurchase obligations with respect to certain receivables. The foregoing description of the Financing Agreement is qualified in its entirety by reference to the full text of the Financing Agreement, which is filed as Exhibit 10.01 to this Current Report on Form 8-K.

 

 

 

 

On November 26, 2025, in connection with the entry into the Financing Agreement, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated, the Credit Agreement (as amended, the "SLR Credit Agreement") with certain of its subsidiaries and the Company (collectively, the "Credit Parties"), as guarantors, and Crystal Financial LLC d/b/a SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR"), and each other lender from time to time party thereto.

 

In accordance with the terms of the SLR Credit Agreement, the Company paid an early termination fee of $1.0 million. Upon termination and payment in full of all amounts due, all liens and security interests securing the SLR Credit Agreement were released.

 

The description of the SLR Credit Agreement termination is qualified in its entirety by reference to the SLR Credit Agreement, which was previously filed by the Company with the Securities and Exchange Commission.

 

 

Item 2.03  Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement

 

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Financing Agreement is incorporated herein by reference. The Financing Agreement provides for advances of up to $30 million secured by substantially all of the Company’s assets and requires the Company to repay all advances, fees and other obligations in accordance with the terms of the Financing Agreement.

 

Item 9.01   Financial Statements and Exhibits.

 

 

 

 

 

 

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 hereinto duly authorized.