0001437749-24-027441.txt : 20240821 0001437749-24-027441.hdr.sgml : 20240821 20240821120106 ACCESSION NUMBER: 0001437749-24-027441 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240819 FILED AS OF DATE: 20240821 DATE AS OF CHANGE: 20240821 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Patrick Donald Huntley CENTRAL INDEX KEY: 0001735387 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37893 FILM NUMBER: 241227994 MAIL ADDRESS: STREET 1: C/O FLUENT INC. (N/K/A COGINT, INC.) STREET 2: 33 WHITEHALL STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fluent, Inc. CENTRAL INDEX KEY: 0001460329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 770688094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 VESEY STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 6466697272 MAIL ADDRESS: STREET 1: 300 VESEY STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: Cogint, Inc. DATE OF NAME CHANGE: 20160923 FORMER COMPANY: FORMER CONFORMED NAME: IDI, Inc. DATE OF NAME CHANGE: 20150520 FORMER COMPANY: FORMER CONFORMED NAME: Tiger Media, Inc. DATE OF NAME CHANGE: 20121231 4 1 rdgdoc.xml FORM 4 X0508 4 2024-08-19 0001460329 Fluent, Inc. FLNT 0001735387 Patrick Donald Huntley C/O FLUENT, INC. 300 VESEY STREET, 9TH FLOOR NEW YORK NY 10282 1 Chief Executive Officer 0 Convertible Subordinated Promissory Note 2024-08-19 4 A 0 50000 50000 A 2024-08-19 2029-04-02 Common Stock 50000 D The Convertible Subordinated Promissory Note (the "Note") accrues interest at 13% per annum and is convertible into shares of the Issuer's common stock at the Conversion Price. "Conversion Price" means an amount equal to the lesser of (i) $3.01, subject to adjustment pursuant to the terms of the Note and (ii) the greater of (A) the consolidated closing bid price of the Issuer's common stock as reported on The Nasdaq Capital Market or such other principal market or exchange on which the common stock is then traded (the "Principal Market") on the applicable conversion date or, if such date is not a Trading Day, then on the Trading Date that is immediately prior to the applicable conversion date and (B) $1.00, subject to adjustment pursuant to the terms of the Note; provided, however, that the applicable Conversion Price shall in no event be lower than the price established by clause (ii) (continued) above unless and until the Issuer obtains stockholder approval of the transactions contemplated by the Note, including the conversion features and pricing thereof, in accordance with the applicable rules of the Principal Market (or any other applicable national securities exchange) (the "Stockholder Approval"). Notwithstanding the foregoing, the Note is subject to additional limits on conversion until the Stockholder Approval is obtained, including an aggregate limit on the number of shares that may be issued upon conversion of all notes issued to investors on August 19, 2024, including the Note (collectively, the "August Notes"), to 19.99% of the Issuer's outstanding shares of common stock and provisions to prevent a change of control as defined in the rules of the Nasdaq Stock Market. (continued) The Issuer has agreed to use its reasonable efforts to secure the Stockholder Approval, including providing a recommendation FOR approval by the Issuer's board of directors. Holders of the August Notes will be permitted to vote on the Stockholder Approval, but may not vote any shares obtained from conversion of the August Notes prior to such vote. "Trading Day" means any day during which the Principal Market is open for trading. /s/ Donald Patrick 2024-08-21