SEC Form NT 10-Q filed by Fluent Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

For Period Ended:  March 31, 2025  

☐Transition Report on Form 10-K

☐Transition Report on Form 20-F

☐Transition Report on Form 11-K

☐Transition Report on Form 10-Q

For the Transition Period Ended: ________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

FLUENT, INC.

Full Name of Registrant

Not Applicable

Former Name if Applicable

300 Vesey Street, 9th Floor

Address of Principal Executive Office (Street and Number)

New York, New York 10282

City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III -- NARRATIVE

The Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (the “Quarterly Report”) of Fluent, Inc. (the “Company”) could not be filed within the prescribed time period without unreasonable effort or expense. On May 15, 2025, the Company entered into securities purchase agreements (the "Purchase Agreements") with certain of the Company's officers and/or directors, the Company's largest stockholder, and institutional investors or others for whom they have or share beneficial ownership (the "Purchasers"), pursuant to which the Purchasers will invest an aggregate of $4.025 million. The Company required additional time to reflect the Purchase Agreements in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, which will be filed concurrently with this notification.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒    No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? 

Yes ☒    No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

See the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed concurrently with this notification.

Fluent, Inc. 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.