SEC Form SC 13D/A filed by Fluent Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)^*

Fluent, Inc.

(Name of Issuer)

Common Stock, $0.0005 par value per share

(Title of Class of Securities)

34380C201

(CUSIP Number)

Global Value Investment Corp.

1433 N. Water Street, Suite 400

Milwaukee, WI 53202

(262) 478-0640

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 5, 2024

(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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

* Percentage calculated is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of Fluent, Inc.

* Percentage calculated is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of Fluent, Inc.

* Percentage calculated is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of Fluent, Inc.

* Percentage calculated is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of Fluent, Inc.

* Percentage calculated is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of Fluent, Inc.

* Percentage calculated is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of Fluent, Inc.

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on November 16, 2023, as amended on December 28, 2023 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 2 is amended and restated as follows:

GVIC, Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan, and Mr. Rice are referred to collectively as the “Reporting Persons.”

GVIC serves as investment adviser to managed accounts (collectively, the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.

GVIC owns 3,630 shares of Common Stock in its corporate capacity. Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan, and Mr. Rice each own shares of Common Stock in their individual capacities. These shares may be deemed to be indirectly beneficial owned by GVIC. Mr. Jeffrey Geygan owns 20,698 shares in his individual capacity. Mr. James Geygan owns 5,796 shares in his individual capacity. Ms. Wilke owns 1,920 shares in her individual capacity. Ms. Geygan owns 6,569 shares in her individual capacity. Mr. Rice owns 4,734 shares in his individual capacity.

Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Geygan, and Mr. Rice are the directors of GVIC. Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest in GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC. As each of the Reporting Persons, directly or indirectly, share the power to vote, or direct the voting of, the Common Stock held for the Accounts, and the power to dispose, or to direct the disposition of, the Common Stock held for the Accounts, each may be deemed to have beneficial ownership over the Common Stock held for the Accounts.

The principal occupation of Shawn G. Rice is acting as an attorney.

Item 3 is amended and restated as follows:

All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 991,934 shares of Common Stock acquired was approximately $6,717,176.73 (excluding commissions).

Item 4 is amended and restated as follows:

The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization; (4) initiating or pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Item 5 is amended and restated as follows:

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on June 6, 2024, the Reporting Persons beneficially owned 991,934 shares of Common Stock, representing approximately 7.26% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 13,660,598 shares of Common Stock, $0.0005 par value per share outstanding as of May 13, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024, of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Schedule A

Transactions by the Reporting Persons in the Past 60 Days

The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on June 6, 2024. Unless otherwise indicated, all such transactions were effected in the open market.

______________________

⁽¹⁾ This purchase price represents the weighted average purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.

⁽²⁾ This sale price represents the weighted average sale price of the shares sold. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.

⁽³⁾ The weighted average purchase price represents the price paid at the time and is not adjusted for the 6-for-1 reverse stock split was effected by the Issuer at 6:00 p.m. Eastern Time on April 11, 2024.

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