Fluent, Inc.

1. Principal activities and organization

Principal activities

Fluent, Inc. ("Fluent," or the "Company"), a Delaware corporation, is an industry leader in digital marketing services. The Company primarily performs customer acquisition services by operating highly scalable digital marketing campaigns, through which the Company connects its advertiser clients with consumers they are seeking to reach. The Company accesses these consumers through both its owned and operated digital media properties and Commerce Media Solutions marketplace. Since2024, the Company has delivered data and performance-based acquisition services for over 500 consumer brands, direct marketers, and agencies across a wide range of industries, including Media & Entertainment, Financial Products & Services, Health & Life Sciences, Retail & Consumer, and Staffing & Recruitment.

2. Summary of significant accounting policies

(a) Basis of preparation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC").

From time to time, the Company* mayenter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may*qualify as a variable interest entity ("VIE"). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE.

Going concern

In accordance with Accounting Standards Codification ("ASC")205-40, Presentation of Financial Statements – Going Concern, management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern forone year after the date these accompanying audited consolidated financial statements are issued (the "issuance date"). As part of this evaluation, management* mayconsider the potential mitigating impact of its plans that havenot* been fully implemented as of the issuance date if (a) it is probable that management's plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern withinone year after the issuance date.

The Company has experienced a continued decline in the number of users who register on its O&O Sites starting in2020 when the Company initiated the TQI where it eliminated a large portion of ourthird-party affiliate traffic. In2023, the FTC Consent Order imposed more rigorous standards and vetting of the Company'sthird-party publishers, many of whom electednot to work with the Company, which also negatively impacted the Company's registration volume on its O&O Sites (see Note15**,Contingencies). These issues, coupled with intermittent difficulties sourcing traffic from social media sites have resulted in declining revenue and profitability. Based on the above, the borrowings under the SLR Revolver (as defined in Note8,Long-term debt, net) under the SLR Credit Agreement (as defined and discussed in Note8,Long-term debt, net) are limited to a borrowing base, that fluctuates as regularly as weekly, based on eligible accounts receivable. As a result, the available borrowing capacity is at times insufficient to fund operations and meet the Company's needs.

As of* December 31, 2024*, the Credit Parties werenot in compliance with their financial covenants under the SLR Credit Agreement, which the Borrower had to report by* January 31, 2025,and which would have resulted in an event of default. However, the Credit Parties entered intotwo* letter agreements pursuant to which SLR (as defined and discussed below in Note8,Long-term debt, net) extended the deadline for delivery of the compliance certificate required for the fiscal month ended* * * December 31, 2024*, and the related notice of event of default,first to* March 4, 2025,then to March 10, 2025.*

On* March 10, 2025,the Credit Parties and SLR entered into the Fourth Amendment (as defined and discussed in Note16*,Subsequent Events) to the SLR Credit Agreement, which required the Company to raise at least $5,000 of additional capital by* March 20, 2025.In addition, the Fourth Amendment waived non-compliance with the financial covenants as of December 31, 2024*, extended the duration of the call protection applicable to the loans, and modified the financial covenants, among other things.

On* March 20, 2025,the Company raised $5.0 million in aggregate net proceeds from the sale of pre-funded warrants, satisfying the capital raising conditions of the Fourth Amendment (as defined and discussed in Note16*,Subsequent Events).

Additionally, given the continued challenges the Company has faced achieving profitability, the Company made reductions in workforce during2024 and the beginning of2025 and will continue to consider further cost reduction measures and focus resources on opportunities that will enable the Company to meet its projected budget and cash flow requirements. Initial measures included divesting a non-core business unit (see Note14,Variable Interest Entity), transferring another business unit (see Note6,Intangible assets, net), ceased continuing operations of a non-core business, and will continue to review additional other business units to determine the impact of potential divestments.

The financial covenants under the SLR Credit Agreement were reset based on the Company'stwelve month projections. However, the Company hasnot met its projections for certain recent quarters and is currently trending below its2025 first quarter projections. If during any fiscal quarter, the Company doesnot comply with any of its financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. In such case, the Company wouldnot have sufficient funds to repay the SLR Term Loan (as defined and discussed in Note8,Long-term debt, net) under the SLR Credit Agreement and any outstanding balance on the SLR Revolver (as defined below in Note8,Long-term debt, net). Furthermore, even with the additional capital raise completed in* March 2025,there is no assurance that the available cash, plus borrowing base on the SLR Revolver will be sufficient to fund operations over the next twelve months and the Company expects to raise additional capital. The Company will consider implementing cost-saving measures, but there isno* guarantee that such plans would be successfully executed or have the expected benefits. As a result, management concluded that there is substantial doubt about the Company's ability to continue as a going concern forone year after the date of issuance of this Annual Report on Form10-K.

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The accompanying consolidated financial statements donot include any adjustments relating to the possible future effects on the recoverability and classification of recorded assets and classification of liabilities that might result should the Company be unable to continue as a going concern.

Principles of consolidation

All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

(b) Reverse stock split

On* April 11, 2024,the Company effected a1*-for-6 reverse split of the issued shares (the "Reverse Stock Split") of the Company's common stock. All historical share amounts disclosed in this Annual Report on Form10-K have been retroactively restated to reflect the Reverse Stock Split.No fractional shares were issued as a result of the Reverse Stock Split, as fractional shares of common stock were rounded up to the nearest whole share. See Note11,Equity, for additional information.

(c) Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, the variable commission revenue based on the estimated LTV, purchase accounting, consolidation of variable interest entity, fair value of Convertible Notes with related parties based on input assumptions, shared-based compensation and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

(d) Cash, cash equivalents, and restricted cash

Cash and cash equivalents consist of cash on hand and bank deposits with original maturities ofthree months or less, which are unrestricted as to withdrawal and use. Restricted cash had included a separately maintained cash account, required under the terms of a lease agreement the Company entered into on* October 10, 2018for office space in New York City, which was initially released in2021,* but was subsequently required in2024 due to the New Credit Facility (as defined in Note8,Long-term debt, net).

The Company’s cash and cash equivalents are held in major financial institutions located in the United States, which have high credit ratings. As of* December 31, 2024and2023*, cash and cash equivalents were available for use in servicing the Company's debt obligations and general operating purposes.

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments. The Company places its temporary cash instruments with highly rated financial institutions within the United States, and, at times,* maymaintain balances in such institutions in excess of the$250* thousand U.S. Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of its financial institutions to mitigate this risk.

(e) Accounts receivable and allowance for credit losses

Accounts receivables are due from customers, which are generally unsecured, and consist of amounts earned butnot yet collected.None of the Company’s accounts receivable bear interest.

The allowance for credit losses is management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management determines this allowance based on reviews of customer-specific facts and circumstances along with an application of a percentage against the balance based upon aging and historic charge offs. Management also evaluates the macroeconomic environment to determine if any additional adjustments are needed. Account balances are charged off against the allowance for credit losses after all customary means of collection have been exhausted and the potential for recovery is considered remote. The Company doesnot have off-balance sheet credit exposure related to its customers.

Movements within the allowance for credit losses consist of the following:

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(f) Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation or amortization. Expenditures for maintenance, repairs and minor renewals are charged to expense in the period incurred. Betterments and additions are capitalized. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. The estimated useful lives of property and equipment are as follows:

Assets to be disposed of, and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. When items of property and equipment are retired or otherwise disposed of, loss or income on disposal is recorded for the difference between the net book value and proceeds received therefrom.

(g) Business combination

The Company records acquisitions pursuant to ASC805, Business Combinations,by allocating the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and estimated fair values of intangible assets acquired. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but arenot limited to, future expected cash flows from acquired intangible assets, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results* maydiffer from estimates. During the measurement period, the Company may*record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings.

(h) Intangible assets other than goodwill

The Company’s intangible assets are initially capitalized based on actual costs incurred, acquisition cost, or fair value if acquired as part of a business combination. These intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which are the periods over which these assets are expected to contribute directly or indirectly to the future cash flows of the Company. The Company’s intangible assets represent purchased intellectual property, software developed for internal use, acquired proprietary technology, customer relationships, trade names, domain names, databases, and non-competition agreements, including those resulting from acquisitions. Intangible assets have estimated useful lives of 2-20 years.

In accordance with ASC350-40, Software - Internal-Use Software, the Company capitalizes eligible costs, including applicable salaries and benefits, share-based compensation, travel, and other direct costs of developing internal-use software that are incurred in the application development stage. Once the internal-use software is ready for its intended use, it is amortized on a straight-line basis over its useful life.

Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts* may**not* be recoverable in accordance with ASC360-10-15, Impairment or Disposal of Long-Lived Assets. In evaluating intangible assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with ASC360-10-15. To the extent that estimated future undiscounted net cash flows are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value.

Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses, and terminal growth rates.

For the year ended* December 31, 2024*, the Company determined the value of intangible assets was recoverable except for certain internally developed software costs, developed technology, customer relationships, as discussed in Note6,Intangible assets, net. As of* December 31, 2024and2023*, the Company reviewed the indicators for impairment and concluded thatno impairment of its finite-lived intangible assets existed.

(i) Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of* December 31, 2024*, no goodwill balance remained, and as of* December 31, 2023*, the goodwill balance was related to the AdParlor Acquisition (as defined in Note6,Intangible assets, net).

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In accordance with ASC350, Intangibles - Goodwill and Other, goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets* may**not* be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely thannot that its fair value exceeds the carrying value. For purposes of reviewing impairment and the recoverability of goodwill, we make certain assumptions regarding estimated future cash flows and other factors in determining the fair values, including market multiples and discount rates, among others. Goodwill is tested for impairment at the reporting unit level and is conducted by estimating and comparing the fair value of each of the Company’s reporting units to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the Company recognizes an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit.

(j) Fair value of financial instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC820, Fair Value Measurements and Disclosuredescribes a fair value hierarchy based on the followingthree levels of inputs, of which thefirst two are considered observable and the last unobservable, that* may*be used to measure fair value:

See Note9,Fair Value Measurements, for further details.

(k) Revenue recognition

Data and performance-based marketing revenue

Revenue is generated when there is a transfer of control of a good or service for a consideration amount the Company is expected to be entitled to. Revenue is recognized when a company has satisfied its performance obligations to a customer and can reasonably expect and measure the payment. The Company's performance obligations are typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration, or the installation of an app) and subject to certain qualifying characteristics specified by the customer, (c) transfer calls with the Company's advertiser clients as a part of the call center operation, or (d) deliver media spend as a part of the business of AdParlor, LLC ("AdParlor"), a wholly-owned subsidiary of the Company. These Company performance obligations have the customer simultaneously receiving and consuming the benefits provided.

The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts asone collective group, rather than by individual contract. Based on historical performance of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company concluded that the financial statement effects arenot materially different than accounting for revenue on a contract-by-contract basis.

The Company has elected the "right to invoice" practical expedient available within ASC606-10-55-18 as the measure for revenue to be recognized, as it corresponds directly with the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue arrangements donot contain significant financing components. The Company has further concluded that revenue doesnot require disaggregation.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or thethird-party supplier is the principal or agent. In arrangements where the Company has substantive control of the specified goods and services, is primarily responsible for the integration of products and services into the final deliverable to the customer, and has inventory risk and discretion in establishing pricing, the Company is considered to have acted as the principal. For performance obligations in which the Company acts as principal, the Company records the gross amount billed to the customer within revenue and the related incremental direct costs incurred as cost of revenue. If thethird-party supplier, rather than the Company, is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for thethird-party supplier to provide services to the customer, the Company is considered to have acted as the agent. For performance obligations in which the Company acts as the agent, the net fees on such transactions are recorded as revenue, withno associated costs of revenue for the Company.

If a customer pays consideration before the Company's performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of* December 31, 2024,2023 and2022, the balance of deferred revenue was $556, $430, and $1,014, respectively. The majority of the deferred revenue balance as of December 31, 2024* will be recognized into revenue during thefirst quarter of2025.

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When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of* December 31, 2024,*2023 and2022, unbilled revenue included in accounts receivable was $18,625 and $21,488, and $26,878, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company's internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue havenot differed materially from actual invoiced revenue.

Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract.

In addition, the Company elected the practical expedient tonot disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length ofone year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Commission revenue

The Company, acting as the agent, recognizes commission revenue that it expects to receive from the insurance provider from the sale of certain of its health insurance policies, which includes the assumed automatic renewals of such policies once its performance obligation is satisfied. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission by the Company of the initial policy application.

The Company applies the practical expedient to estimate the commission revenue for each insurance policy by applying the use of the portfolio approach to policies grouped together by product type and period submitted for effectuation.

The commission revenue is variable based on a policy's estimated lifetime value ("LTV"), which is the amount of time the Company expects the policy will remain effective based on past trends, industry data, expectations as to future retention rates, and commission rates, based on the expected value method. Further, the Company considers the application of constraints to the LTV and only recognizes the amount of variable consideration believed probable to be received that willnot be subject to a significant revenue reversal in the future. Based on this, the commission revenue is recorded upon satisfaction of the performance obligation, with the associated payment, typically paid monthly, over time, by the insurance provider as the consumer renews and pays the insurance provider for the policy over the duration the consumer remains on the policy.

The Company reassesses the estimated LTV for the health insurance policies on a quarterly or as-needed basis. Adjustments to the LTV* mayresult in an increase or decrease in revenue and the corresponding asset in the period the change is made. Due to the higher attrition of policies sold, the Company reassessed its estimated LTV for the health insurance policies by increasing the constraints applied to the amount of consideration deemed probable which led to a reduction of estimated LTV during the quarter ended June 30, 2024.Further, due to higher than anticipated attrition rate, partly related to the impact of regulatory challenges in the marketplace, the Company again reassessed its estimated LTV for the health insurance policies by increasing those constraints applied to the amount of consideration deemed probable, which led to an additional reduction of estimated LTV during the quarter end December 31, 2024*.

Revenue Disaggregation

The following table presents the Company’s disaggregated revenue by media resources along with its availability and demand for the years ended* December 31, 2024and2023*, based on segment reporting:

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(l) Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers orthird-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition, or in the case of Commerce Media Solutions, the revenue share or per impression fees paid to media partners. The costs also include enablement costs associated with call centers and tracking costs for consumer data. These costs are used primarily to drive user traffic to the Company's and its clients' media properties. Cost of revenue additionally consists of indirect costs such as call center software, hosting, and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses.

(m) Advertising costs

Advertising costs are charged to operations as incurred. For the years ended* December 31, 2024and2023*, advertising costs, included in sales and marketing expenses, were $553 and $860, respectively.

(n) Share-based compensation

The Company accounts for share-based compensation in accordance with ASC718, Compensation - Stock Compensation ("ASC718"). Under ASC718, for awards with time-based conditions, the Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award and generally recognizes such costs on a straight-line basis over the period the recipient is required to provide service in exchange for the award, which generally is the vesting period. For equity awards with market conditions, the Company recognizes costs on a straight-line basis, regardless of whether the market conditions are achieved and the awards ultimately vest. For equity awards with performance conditions, the Company begins recording share-based compensation when achievement of the performance criteria is probable using grant date fair value. For equity based awards settled in cash, we record the share-based compensation when achievement of the performance criteria is deemed probable adjusted for fair value at each reporting period. The Company recognizes forfeitures as they occur.

(o) Income taxes

The Company accounts for income taxes in accordance with ASC740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in income in the period that the change in tax rates or laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely thannot that some portion or all of the deferred tax assets willnot be realized based on management's review of historical results and forecasts.

ASC740 clarifies the accounting for uncertain tax positions. This interpretation requires that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely thannot of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s accounting policy is to accrue interest and penalties related to uncertain tax positions, if and when required, as interest expense and a component of other expenses, respectively, in the consolidated statements of operations.

(p) Income (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, restricted stock units ("RSUs"), and restricted common stock that have vested butnot been delivered during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for stock options, RSUs, restricted stock, warrants (see Note11,Equitybelow), direct offering (see Note11,Equitybelow), deferred common stock, and unvested shares. Stock equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

(q) Segment data

The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in making decisions regarding resource allocation and performance assessment. The Company defines the term "chief operating decision maker" or "CODM" to be its Chief Executive Officer. The Company has determined it hasthree operating segments andone reportable segment.

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(r) Contingencies

In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss.

(s) Recently issued and adopted accounting standards

Accounting pronouncementsnot listed below were assessed and determined to benot applicable or are expected to have minimal impact on the Company's consolidated financial statements.

In* October 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC*’s Disclosure Update and Simplification Initiatives, which incorporates updates to the Codification to align with SEC Disclosure requirements in response to the* August 2018SEC ReleaseNo.* 33-10532. The amendment updates and simplifies certain SEC disclosure requirements that were duplicative, overlapping, or outdated due to changes in other SEC requirements and in U.S. GAAP, International Financial Reporting Standards ("IFRS"), or the overall financial reporting environment. The new guidance is effective for each amendment only if the SEC removes the related disclosure of presentation requirements from its existing regulations by* June 30, 2027.*The guidance is to be applied prospectively, with early adoption prohibited. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements and disclosures.

In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after* December 15, 2023and interim periods within fiscal years beginning after December 15, 2024,and early adoption is permitted. The guidance was applied on a retrospective basis, with such disclosures made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update hadno* material impact on its consolidated financial statements, which it adopted as of* December 31, 2024.*

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic470*): Improvements to Income Tax Disclosures*, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors' indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after* December 15, 2024and interim periods within fiscal years beginning after December 15, 2025,*and early adoption is permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* November 2024**,* the FASB issued ASUNo. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about a public business entity’s costs and expenses on the face of the financial statements. The ASU follows investor's requests for more detailed information and disclosures of disaggregated financial reporting information about the types of expenses in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development), including purchases of inventory, employee compensation, depreciation, amortization, and depletion. The new guidance is effective for fiscal years beginning after* December 15, 2026and interim periods beginning after December 15, 2027,*and early adoption is permitted. The guidance will be applied on a prospective basis to financial statements issued for reporting periods after the effective date, or retrospectively to any and all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

3. Income (loss) per share

For the years ended* December 31, 2024and2023* basic and diluted income (loss) per share was as follows:

Based on exercise prices compared to the average stock prices for the years ended* December 31, 2024and2023*, certain stock equivalents, including RSUs and stock options, have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

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4. Lease commitments

At the inception of a contract, the Company determines whether the contract is or contains a lease based on the facts and circumstances present. Operating leases with terms greater thanone year are recognized on the consolidated balance sheets as Operating lease right-of-use assets, Current portion of operating lease liability, and Operating lease liability, net. Financing leases with terms greater thanone year are recognized on the consolidated balance sheets as Property and equipment, net, Accrued expenses and other current liabilities, and Other non-current liabilities. The Company has electednot to recognize leases with terms ofone year or less on the consolidated balance sheets.

Lease obligations and their corresponding assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typicallynot readily determinable, the Company utilizes an appropriate incremental borrowing rate, which is the rate incurred to borrow an amount equal to the applicable lease payments on a collateralized basis, over a similar term, and in a similar economic environment. Certain adjustments to the right-of-use asset* maybe required for items such as initial direct costs paid or incentives received. The components of a lease are split intothree* categories: lease components, non-lease components and non-components; however, the Company has elected to combine lease and non-lease components into a single component. Rent expense associated with operating leases is recognized over the expected term on a straight-line basis. In connection with financing leases, depreciation of the underlying asset is recognized over the expected term on a straight-line basis and interest expense is recognized as incurred.

The Company is party to several noncancelable operating and financing lease agreements that have original lease periods expiring between2024 and202**5. Although certain leases include options to renew, the Company doesnot assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The Company's lease agreements donot contain any material residual value guarantees, nor material restrictive covenants. Effective* October 10, 2018,the Company entered into aseven-year operating lease agreement for approximately 42,685 square feet of office space in New York City (the "Company Headquarters"). In connection with this lease agreement, the Company is required to establish and maintain a $1,255 cash collateral account, which has been recorded in restricted cash on the consolidated balance sheets as of December 31, 2024*. Additionally, the Company obtained the right to use certain furniture, fixtures, and office equipment already installed in the new office space, which the Company has treated as a capital lease.

For the year ended* December 31, 2024and2023*, the components of lease costs are as follows:

As of* December 31, 2024and2023*, the weighted average lease-term and discount rate of the Company's leases are as follows:

As of* December 31, 2024*, scheduled future maturities of the Company's lease liabilities are as follows:

For the year ended* December 31, 2024and2023*, supplemental cash flow information related to leases is as follows:

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5. Property and equipment, net

Property and equipment, net consists of the following:

For the years ended* December 31, 2024and2023*, depreciation of property and equipment was $300 and$398, respectively.

6. Intangible assets, net

Intangible assets, net, other than goodwill, consist of the following:

The gross amounts associated with software developed for internal use primarily represent capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, databases and non-competition agreements primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective* December 8, 2015 (the "Fluent LLC Acquisition"); the acquisition of Q Interactive, LLC, effective June 8, 2016 (the "Q Interactive Acquisition"); the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019 (the "AdParlor Acquisition"); the acquisition of 50% interest in Winopoly, LLC (the "Initial Winopoly Acquisition"), effective April 1, 2020;the acquisition of 100% interest in True North Loyalty, LLC, (the "True North Acquisition"), effective January 1, 2022 (Note14**,* Variable Interest Entity); and the consolidation of TAPP Influencers Corp. ("TAPP") effective* January 9, 2023 (see Note14**,* Variable Interest Entity).

During thesecond quarter of2024, the Company determined that the effects of the expected decline in operations due to the impact of certain client relationships constituted a triggering event for the All Other reporting unit. The Company conducted an interim test of recoverability of its long-lived assets, which compared the projected undiscounted cash flows to the carrying value of the asset group. The results of this approach indicated that this long-lived asset wasnot recoverable and required that an impairment loss related to its customer relationships be calculated. The Company determined that based on the facts and circumstances, the remaining balance was impaired and recorded a non-cash impairment charge of its customer relationship intangible of $383 as of* June 30, 2024.*

The Company completed its quarterly triggering event assessment for thethree months ended* December 31, 2024* and determined thatno triggering event had occurred requiring further impairment assessment of its long-lived assets.

F-16

For the years ended* December 31, 2024and2023*, amortization expenses related to intangible assets, and included in depreciation and amortization expenses in the Company's consolidated statements of operations, were $9,626 and $10,478, respectively.

For the years ended* December 31, 2024and2023*, the Company capitalized $6,246 and $5,932, respectively, most of which was related to internally developed software, and took an impairment loss of $980 and $0, respectively, due to $597 of software developed for internal use related to an immaterial business unit under the Fluent reporting unit that had met the held for sale criteria as of* June 30, 2024and disposed of as of July 1, 2024,*and $383 related to the impairment of All Other customer relationships discussed above. Further, in connection with the True North sale, an additional $652 of developed technology and software developed for internal use was written off.

As of* December 31, 2024*, estimated amortization expenses related to the Company’s intangible assets for2024 through2030 and thereafter are as follows:

7. Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of* December 31, 2024*, the total balance of goodwill was $0, which represented a decrease of $1,261 from the balance as of* December 31, 2023* due to a non-cash impairment charge recorded as of* June 30, 2024.As of December 31, 2024and2023*, the change in the carrying value of goodwill for our operating segments (Note13,* Segment information*), are listed below:

As of* December 31,*2024, net goodwill was comprised of gross goodwill of $168,552 and accumulated impairment of $168,552.

During thesecond quarter of2024, the Company determined that the effects of the expected decline in operations due to the impact of certain client relationships constituted a triggering event for the All Other reporting unit. The Company conducted an interim test of the fair value of the All Other reporting unit's goodwill for potential impairment related to the triggering event. The Company applied solely the income approach to determine the fair value of the All Other reporting unit. The results of this approach indicated that the carrying value exceeded its fair value by58%. The Company therefore concluded that the goodwill was impaired as of* June 30, 2024*and recorded a non-cash impairment charge for its remaining balance of $1,261.

8. Long-term debt, net

Long-term debt, net of unamortized discount and financing costs, related to the Citizens Credit Facility, the New Credit Facility, Note Payable, and Convertible Notes with related parties (as set forth herein) consisted of the following:

F-17

Citizens Credit Facility

On* April**2,* 2024, the Company repaid the $30,000 aggregate principal amount of the term loan ("Citizens Term Loan") due on* September 30, 2025,resulting in a loss due to the early extinguishment of debt of $1,009, which was recognized in thesecond* quarter of2024.

New Credit Facility

On* April 2, 2024,*Fluent, LLC, a wholly-owned subsidiary of the Company (the "Borrower"), entered into a credit agreement (as amended, the "SLR Credit Agreement") with the Company and certain subsidiaries of the Borrower as guarantors (collectively, the "Credit Parties"), 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.

The SLR Credit Agreement provides for a $20,000 term loan (the "SLR Term Loan") and a revolving credit facility of up to $30,000 (the "SLR Revolver" and together with the SLR Term Loan, the "SLR Credit Facility"). As of* December 31, 2024*, the SLR Credit Facility had an outstanding principal balance of $31,545 (of which $11,545 relates to the SLR Revolver) and matures on* April**2,* 2029.

The Borrower used a portion of the net proceeds of the SLR Credit Facility to repay the outstanding Citizens Term Loan under the credit agreement dated* March 31, 2021 (*the "Citizens Credit Agreement"), by and among the Borrower, certain subsidiaries of the Borrower as guarantors, the lenders thereto, and Citizens Bank, N.A. ("Citizens Bank").

There isno principal amortization prior to maturity under the SLR Credit Agreement except for certain mandatory prepayments to be made with the net cash proceeds of certain asset sales, casualty events, and other extraordinary receipts and upon the occurrence of certain other events, in each case subject to certain reinvestment rights, thresholds and other exceptions. Unfunded commitments will be subject to an unused facility fee, which will be payable monthly in arrears, as of the month following the closing, at a rate of 0.50% per annum. All amounts owed under the SLR Credit Facility are due and payable on thefive-year anniversary of the closing date (the "Maturity Date"), or earlier following a change in control or an event of default, unless otherwise extended in accordance with the terms of the SLR Credit Agreement. Borrowings under the SLR Credit Agreement bear interest at a rate per annum equal to a3-month term SOFR plus 0.26161%, subject to a 1.50% floor, plus a margin (the "Applicable Margin") of 5.25% which was increased to 5.75% pursuant to the Second Amendment to the SLR Credit Agreement (the "Second Amendment"). The Applicable Margin will be reduced to 5.0% when the Borrower's fixed charge coverage ratio is greater than 1.10 to1. The opening interest rate of the SLR Credit Facility was 10.81% (SOFR + CSA +5.25%), which changed to 10.51% (SOFR + CSA+5.75%) as of* December 31, 2024*.

The SLR Credit Agreement contains restrictive covenants which impose limitations on the way the Credit Parties conducts business, including limitations on the amount of additional debt the Credit Parties are able to incur and their ability to make certain investments or other restricted payments. The SLR Credit Agreement is guaranteed by the Company and certain of its direct and indirect subsidiaries and is secured by substantially all of the Company's assets and those of its direct and indirect subsidiaries, including the Borrower.

The Borrower's ability to draw on the SLR Revolver depends on its weekly borrowing base, which is calculated by applying specified percentages established by SLR to the Borrower's eligible accounts receivable and cash, less reserves, subject to certain limitations.

Debt issuance costs and debt discount costs, net of accumulated amortization, related to the issuance and amendments of the SLR Revolver was $853 and $796, respectively, as of* December 31, 2024*. The amounts are included in other non-current assets in the Company's consolidated balance sheets. The Company amortizes these costs over the life of the related debt.

On* May 15, 2024,the Credit Parties and SLR entered into the First Amendment to the SLR Credit Agreement (the "First Amendment"), pursuant to which SLR, among other things, (1) waived any required prepayments on the SLR Revolver from the proceeds from the Company's Private Placement, (2) required that the Credit Parties (as defined in the SLR Credit Agreement) retain a financial advisor to assist in preparing the Company's projections, (3) increased the minimum excess availability covenant following the Private Placement (as defined herein) (see Note11*,Equity) (4) amended the definition of borrowing base (as defined in the SLR Credit Agreement), and (5) amended certain post-closing obligations.

On* August 19, 2024,the Credit Parties and SLR entered into the Second Amendment, which, among other things, required that the Company raise $2,000 in additional capital. To raise the capital, the Company entered into convertible subordinated notes, as described below, raising an aggregate $2,050. In addition, SLR waived non-compliance with the financial covenants as of June 30, 2024,modified the financial covenants through December 31, 2025,*ended a requirement to engage a financial advisor, increased the Applicable Margin from 5.25% to 5.75%, and waived any required prepayments from the proceeds from the convertible subordinated notes financing.

On* November 14, 2024,the Credit Parties and SLR entered into the Third Amendment to the SLR Credit Agreement, which, among other things, required that the Company raise at least$7,500* of additional capital by* November 29, 2024,which on November 27, 2024was extended to December 3, 2024.In addition, the Third Amendment waived non-compliance with the financial covenants as of September 30, 2024,*extended the duration of the call protection applicable to the loans, and modified the cash dominion provisions to remain in effect on an indefinite basis.

As of* December 31, 2024*, the Credit Parties werenot in compliance with their financial covenants under the SLR Credit Agreement, which the Borrower had to report by* January 31, 2025,and which would have resulted in an event of default; however, the Credit Parties and SLR entered intotwo* letter agreements pursuant to which SLR extended the deadline for delivery of the compliance certificate required for the fiscal month ended* December 31, 2024*, and the related notice of event of default,first to* March 4, 2025,then to March 10, 2025.*

F-18

On* March 10, 2025,the financial covenants under the SLR Credit Agreement were reset based on the Company'stwelve* month projections (refer to Note16,Subsequent Events, for details on the Fourth Amendment). However, the Company hasnot met its projections for certain recent quarters and is currently trending below its2025 first quarter projections. If during any fiscal quarter, the Credit Parties donot comply with any of their financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. In such case, the Company wouldnot have sufficient funds to repay the term loan under the SLR Credit Agreement and the additional amounts on the SLR Revolver. Accordingly, all borrowings under the Credit Agreement were classified as current as of* December 31, 2024.*

Note Payable

On* March 17, 2024,Fluent, LLC entered into a junior secured promissory note (the "Note Payable") with Freedom Debt Relief, LLC ("FDR") in the principal amount of $2,000 in connection with the Berman Settlement Agreement (as defined herein) (see Note15*,Contingencies). The Note Payable bears interest equal toone-month CME Term SOFR (defined as the rate published by the CME Group Benchmark Administration Limited) plus 11.0% per annum, compounded quarterly. The opening interest rate of the Note Payable was 16.32% (SOFR +11%), which changed to 15.52% (SOFR +11%) as of* December 31, 2024*.

A maximum of $1,000 of the borrowings under the Note Payable are secured by substantially all of the assets of Fluent, LLC. This security interest is subordinate to the security interest under the SLR Credit Agreement.

The Note Payable matures on* March 31, 2026and interest is payable quarterly. Scheduled principal amortization of the Note Payable is $250 per quarter, which commenced with the fiscal quarter ended June 30, 2024,but was subsequently paid upon receipt of the invoice from FDR and applied as of July 17, 2024.*

Convertible Notes, with related parties

On* August 19, 2024,the Company entered into a securities purchase Agreement (the "Securities Purchase Agreement") with certain of the Company's officers and directors and the largest stockholder (the "Purchasers") to sell convertible subordinated promissory notes (the "Convertible Notes") in aggregate principal amount of $2,050. The Convertible Notes mature on April 2, 2029,and bear interest at 13% per annum payable quarterly in kind or maybe paid in cash (subject to payment conditions in the Subordination Agreement (as defined below)) beginning December 31, 2024.Subject to certain payment conditions in the Subordination Agreement, the Company mayprepay the Convertible Notes in whole or in part at any time uponten* days’ written notice, provided thatno prepayment will be permitted prior to stockholder approval without the consent of the applicable holder.

Each holder of an* AugustConvertible Note is entitled to convert the Conversion Amount (as defined below) into shares of the Company's common stock at a conversion price equal to the lesser of (i) $3.01, and (ii) the greater of (A) the consolidated closing bid price of the Company's common stock as reported on Nasdaq on the applicable conversion date and (B) $1.00, in each case subject to adjustments for stock splits, recapitalizations and the like. However, the applicable conversion price will inno* event be lower than the price established by clause (ii) above unless and until the Company's stockholders have approved matters related to the issuance of common stock upon conversion of the* AugustConvertible Notes, which vote is expected to take place at the Company's2025* annual meeting of stockholders. The “Conversion Amount” is the sum of all or any portion of the outstanding principal amount of the* AugustConvertible Note, as designated by the holder upon exercise of its right of conversion, plus all accrued and unpaid interest. The AugustConvertible Notes are subject to additional limits on conversion until stockholder approval is obtained, including an aggregate limit on the number of shares that maybe issued upon conversion to 19.99% of the Company's outstanding shares of common stock and provisions to prevent a change of control as defined in the rules of the Nasdaq Stock Market. Holders of the AugustConvertible Notes will be permitted to vote on such stockholder approval but may**not* vote any shares obtained from conversion of the* August*Convertible Notes prior to such vote.

In connection with the Second Amendment and the Securities Purchase Agreement, the Company and SLR entered into a Second Amendment Subordination Agreement with each purchaser of the Convertible Notes on* August 19, 2024 (the "Subordination Agreements"). The Subordination Agreements confirm the subordinated nature of the Convertible Notes and restrict payments to and remedies of the holders of the Convertible Notes for so long as the SLR Credit Agreement has indebtedness outstanding. The Subordination Agreements provide that the Company may**not* make any payment of principal or interest on the Convertible Notes unless certain conditions are met.

The Convertible Notes are accounted for at fair value due to the election of the fair value option ("FVO") in accordance with ASC825, Financial Instruments ("ASC825"). Within ASC825, the FVO can be elected for debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC815. Notwithstanding, ASC825-10-15-4 provides for the FVO election, to the extentnot otherwise prohibited by ASC825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative isnot necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

Within ASC825-10-45-5, the estimated fair value adjustments are recognized as a component of other comprehensive income with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) within the consolidated statement of operations. As then provided by ASC825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the consolidated statements of operations, as the Company concluded that the change in fair value of the Convertible Notes wasnot attributable to instrument specific credit risk. The Company then elected tonot present the interest expense for the Convertible Notes separately.

The initial fair value was determined to be greater than the principal balance of the Convertible Notes. The Company noted that the transaction was entered into with certain of the Company's officers and directors and the largest stockholder and was required under the Second Amendment for liquidity needs. Further, the Company reviewed the valuation and determined it was appropriate. As a result, based on ASC825-10, the Company recorded a dayone unrealized loss on the Convertible Notes of $2,110.

As of* ** December 31, 2024*, the principal balance of the Convertible Notes was $2,148, with a fair value of $3,720. The Company recognized an additional decrease in fair value of $440 for the period ended* December 31, 2024**,which was recognized as after current period other income (loss) from operations. For thetwelve* months ended* December 31, 2024**,* accrued interest was paid in kind.

F-19

Maturities

As of* December 31, 2024*, scheduled future maturities of the Credit Agreement, including the required principal prepayment based on a portion of the Company's quarterly excess cash flow and excluding potential future additional principal prepayments, are as follows,not reflective of the debt being accelerated as noted in Note2:

9. Fair Value Measurements

The fair value of the Company's cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on* October 10, 2018*for office space in New York City.

As of* December 31, 2024*, the Company regards the fair value of its long-term debt to approximate its carrying value.

The following tables present the Company’s fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis as of* December 31, 2024* and * December 31, 2023* :

Convertible Notes, with related parties

The Company issued the Convertible Notes on* August 19, 2024and elected the fair value option, see Note8*,Long-term debt, net. The following is a reconciliation of the fair value from the issuance date of such notes to* December 31, 2024*:

As the Convertible Notes mature on* April 2, 2029,and bear interest at 13% per annum paid in kind but may*be converted into shares of the Company’s common stock (the "call option"), the estimated fair value is computed as the sum of (a) the present value of the expected interest and principal payments using the discounted cash flow method based on an estimated discount rate and (b) the fair value of the call option computer using the Black-Scholes model. Both approaches are based on the following assumptions:

Contingent Consideration

In connection with the contingent consideration received related to the consolidation of TAPP, the Company had to determine the fair value of the identified assets acquired and liabilities assumed. The Company determined that the estimated fair value of the net assets acquired, excluding the net working capital, was a Level3 measurement, as certain inputs to determine fair value were unobservable. See Note14,Variable Interest Entity.

F-20

The fair value of certain long-lived non-financial assets and liabilities* maybe required to be measured on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. As of December 31, 2024*, certain non-financial assets have been measured at fair value subsequent to their initial recognition. The Company determined the estimated fair value to be a Level3 measurement, as certain inputs used to determine fair value are unobservable. See Note* 7*,Goodwill.

10. Income taxes

The Company is subject to federal and state income taxes in the United States. For the years ended* December 31, 2024and2023*, the provision for income taxes on income (loss) from operations consisted of the following:

For the years ended* December 31, 2024and2023*, the provision for income taxes differs from the amounts computed by applying the applicable federal statutory rates as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of* December 31, 2024and2023*, the significant components of deferred tax assets and (liabilities) consist of the following:

As of* December 31, 2024*, the Company has federal net operating loss carryforwards of $15,294, which can be carried forward indefinitely, and state net operating loss carryforwards of $31,803, which begin to expire in2030.

F-21

As of* December 31, 2024and2023*, the Company recorded a full valuation allowance against its net deferred tax assets of $23,165 and $14,568, respectively, which is driven by the movement in the net deferred tax assets.** For the year ended December 31, 2024, the movement in the net deferred tax assets are primarily a result of the capitalized research and experimental expenditures, increase in capitalized interest expense, and generation of federal and state net operating losses. The Company intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or some portion of these allowances**.*Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release may*be recorded, however, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company files tax returns in federal and certain state and local jurisdictions. The periods subject to examination are generally for tax years ended 2020 through 2023, including the following major jurisdictions: U.S. Federal, New York State, and New York City.

For the years ended* December 31, 2024*and 2023, reconciliation of the gross amounts of unrecognized tax benefits, excluding accrued interest and penalties, consists of the following:

11. Equity

Common stock

Effective at6:00 p.m. Eastern Time on* April 11, 2024,the Company effected the Reverse Stock Split pursuant to a certificate of amendment to the Company's Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on April 11, 2024.As a result of the Reverse Stock Split, everysix shares of common stock issued and outstanding or held by the Company in treasury stock were combined and reclassified intoone* share of common stock.No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who were otherwise entitled to receive a fractional share received an additional fraction of a share of common stock to round up to the next whole share. The Reverse Stock Split affected all stockholders uniformly and didnot alter any stockholder's percentage ownership interest or any stockholder's proportionate voting power, except for immaterial adjustments that resulted from the treatment of fractional shares. The Reverse Stock Split didnot change the number of authorized shares of common stock or the par value per share of the common stock.

The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from 81,571,864 shares to 13,660,598 shares and reduced the issued shares of common stock held by the Company in treasury stock from 4,611,569 shares to 768,595 shares.

The common stock began trading on a reverse split-adjusted basis at the opening of trading on The Nasdaq Capital Market on* April 12, 2024,*under the same symbol (FLNT) with a new CUSIP number (34380C 201).

As of the effective time of the Reverse Stock Split, the number of shares available for issuance under the Company's equity incentive plans and the number of shares issuable pursuant to each outstanding equity award immediately prior to the Reverse Stock Split were reduced proportionately at the Reverse Stock Split Ratio, and the exercise price for each outstanding stock option was increased in inverse proportion to the Reverse Stock Split Ratio.

As of* December 31, 2024* and2023, the number of issued shares of common stock were 20,791,431 and 14,384,936, respectively, which included shares of treasury stock of 768,595 and 768,595, respectively.

For the year ended* December 31, 2024*, the increase in the number of issued shares of common stock was the result of the exercise of 3,602,976 shares related to the warrants, as described below,2,483,586 shares related to the direct offering, as described below, and 319,933 shares of common stock issued upon vesting of RSUs, in whichno shares of common stock were withheld to cover statutory taxes upon such vesting.

For the year ended* December 31, 2023*, the increase in the number of issued shares of common stock was the result of the exercise of 255,406 shares of common stock issued upon vesting of RSUs, in which 51,903 shares of common stock were withheld to cover statutory taxes upon such vesting, which are reflected as additions to treasury stock in the consolidated statements of changes in shareholders' equity.

Direct Offering:

On* November 29, 2024,the Company entered into securities purchase agreements (the "Registered Direct Purchase Agreements") with certain pre-existing institutional investors (the "Registered Direct Investors"), pursuant to which the Company agreed to sell to such investors an aggregate of 2,483,586 shares of common stock of the Company, par value $0.0005 per share (the "Registered Direct Offering"). The offering by the Company was made pursuant to its shelf registration statement on Form S-3, which was effective September 9, 2024.*

In connection with the Registered Direct Offering, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with ThinkEquity LLC, as the placement agent (the "Placement Agent"), for the sale of 1,943,676 shares of common stock under the Registered Direct Investor. Pursuant to the Placement Agency Agreement, the Company, among other things, agreed to pay the Placement Agent a cash fee equal to 4% of the gross proceeds raised in the Registered Direct Offering by an investor making an investment of $4,500.

On* December 2, 2024,the Registered Direct Offering was closed and the gross proceeds totaled $5,750, before deducting offering expenses payable by the Company of $562 that includes the Placement Agent fee. The Company intends to use the net proceeds from the Registered Direct Offering for general corporate purposes, which may*include capital expenditures, working capital and general and administrative expenses.

F-22

Pre-Funded Warrants

On* May 13, 2024,the Company entered into securities purchase agreements (the "MayPurchase Agreements") with certain accredited investors (the "MayPurchasers"), all of whom were related parties, pursuant to which the Company sold pre-funded warrants (the "MayPre-Funded Warrants") to purchase up to 2,955,084 shares of the Company's common stock, at a purchase price of $3.384 per Pre-Funded Warrant (the "MayPrivate Placement"). The MayPurchasers includedthree* officers and a principal stockholder of the Company. No underwriting discounts or commissions were paid with respect to the* May*Private Placement.

The aggregate gross proceeds for the* MayPrivate Placement totaled $10,000, before deducting offering expenses payable by the Company of $100. The MayPre-Funded Warrants, which terminated when exercised in full, had an exercise price of $0.0005 per share of common stock and became immediately exercisable upon stockholder approval of the Private Placement. In connection with the Private Placement, the Company entered into Support Agreements withthree* of the* MayPurchasers, the Company's largest stockholders, who agreed to vote all of their beneficially owned shares of the Company's common stock in favor of the corporate actions required for stockholder approval. Stockholder approval of the Private Placement was obtained on July 2, 2024,*at a special meeting of the Company's stockholders.

On* November 29, 2024,the Company entered into securities purchase agreements (the "DecemberPurchase Agreements") with accredited investors (the "DecemberPurchasers"), all of whom were related parties, pursuant to which the Company agreed to sell to the DecemberPurchasers unregistered pre-funded warrants (the "DecemberPre-Funded Warrants") to purchase up to 1,187,802 shares of Company’s common stock, at a purchase price of $2.3147 per DecemberPre-Funded Warrant. The DecemberPurchasers consisted ofthree* officers and a principal stockholder of the Company. No underwriting discounts or commissions were paid with respect to the Private Placement.

On* December 2, 2024,the DecemberPre-Funded Warrants closed and the aggregate gross proceeds totaled $2,750, before deducting offering expenses payable by the Company of $22. The principal stockholder exercised his warrant on December 9, 2024.The DecemberPre-Funded Warrants purchased by thethree* officers of the Company will be immediately exercisable after stockholder approval of the* December*Purchase Agreement and will terminate when exercised in full.

The Company is obligated to use its reasonable best efforts to obtain such stockholder approval of the exercise of the officers'* DecemberPre-Funded Warrants at the2025* Annual Meeting of Stockholders. The Company entered into Support Agreements with the Registered Direct Investors and the* DecemberPurchasers. Pursuant to Support Agreements entered into by the Company with the Registered Direct Investors and the DecemberPurchasers, the Registered Direct Investors, and the December*Purchasers agreed to vote their shares of the Company's common stock beneficially owned by them in favor of certain actions subject to Stockholder Approval (as defined in the Support Agreements) at any meeting of stockholders of the Company.

As of* December 31, 2024*, all of the* MayPre-Funded Warrants and 647,892 of the DecemberPre-Funded Warrants had been exercised. The issuance of the shares upon exercise of the Pre-Funded Warrants was made in reliance upon the exemption from registration under Section4*(a)(2) of the Securities Act of1933, as amended.

The settlement of the* MayPre-Funded Warrants was reflected in the Company's stockholder's equity within common stock and additional paid-in-capital as of December 31, 2024*. The issuance of the* DecemberPre-Funded Warrants was reflected in the Company’s stockholder's equity within additional paid-in-capital, with those exercised adjusted for within common stock. In accordance with ASC815*-40, Derivatives and Hedging, a contract is classified as an equity agreement if it is both indexed to its own stock and classified in stockholder's equity in its financial position. Both the* Mayand December*Pre-Funded Warrants met the requirements of being classified as equity because (i) they had a fixed share limit and the Company had sufficient authorized and unissued shares, (ii) they required physical or net share settlement, and (iii)no cash payments or settlement top-off was required by the Company.

Treasury stock

As of* December 31, 2024* and2023, the Company held 768,595 and 768,595 shares in treasury, with a cost of $11,407 and $11,407, respectively.

The Company's share-based incentive plans allow employees the option to either make cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock* may*be taken into treasury stock by the Company or sold on the open market.

For the year ended* December 31, 2024* and2023,0 and 51,903 shares, respectively, were withheld to cover withholding taxes owed by certain employees, all of which were taken into treasury stock.

Preferred stock

As of* December 31, 2024and2023*, the Company had 10 million shares of blank-check preferred stock with par value of $0.0001 per share authorized. No shares of preferred stock have been issued or are outstanding.

12. Share-based compensation

On* June 8, 2022,the stockholders of the Company approved the Fluent, Inc.2022 Omnibus Equity Incentive Plan (the"2022 Plan") that authorized for issuance 2,570,421 shares of the Company's common stock. As of December 31, 2024*, the Company had 665,767 shares of common stock available for grants pursuant to the2022 Plan, which included 262,517 shares of common stock previously available for issuance under the2018 Stock Incentive Plan.

F-23

The primary purpose of the2022 Plan and prior plans is to attract, retain, reward, and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company. In* October 2022,the Company issued to certain of its senior officers and employees, restricted stock units ("RSUs") (time-based), long-term incentive grants (performance and time-based vesting RSUs), or performance stock units ("PSUs") (on achievement of targets, a cash payout) under the2022* Plan.

Stock options

The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on* February 1, 2019,** December 20, 2019,** March 1, 2020,and March 1, 2021.Subject to continuing service,50% of the shares subject to these stock options will vest if the Company's stock price remains above 125%,133.33%,133.3% and 133.33%, respectively, of the exercise prices fortwenty* consecutive trading days, and the remaining 50% of the shares subject to these stock options will vest if the Company's stock price remains above 156.25%,177.78%,177.78% and 177.78%, respectively, of the exercise prices fortwenty consecutive trading days; provided, thatno shares will vest prior to thefirst anniversary of the grant date. As of* December 31, 2024*, thefirst condition for the stock options issued on* February 1, 2019,** December 20, 2019and March 1, 2020had been met and thesecond* condition for the stock options issued on* December 20, 2019and March 1, 2020*had been met. Any shares that remain unvested as of thefifth anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

On* September 9, 2024,the Compensation Committee of the Company's Board of Directors approved the grant of stock options to the Company's Chief Financial Officer in connection with his employment agreement. Subject to continuing service,50% of the shares subject to these stock options will vest when the average closing price of the Company's common stock is equal tothree* times the exercise price of the option forten consecutive trading days, and the remaining50% of the shares subject to these stock options will vest when the average closing price of the Company's common stock is equal tofive times the exercise price of the option forten consecutive trading days. Notwithstanding the foregoing, the options will immediately vest upon the occurrence of certain conditions such as a change in control. The fair value of the stock option granted was estimated at the trading day of the date of the grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair value for the award is summarized below:

For the years ended* December 31, 2024and2023*, the activity related to stock options consisted of the following:

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company’s common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date.

F-24

For the years ended* December 31, 2024and2023*, the unvested balance of stock options was as follows:

For the years ended* December 31, 2024and2023*, compensation expense recognized for stock options of $29 and $0, respectively, was recognized in product development and general and administrative expenses in the consolidated statements of operations. As of* December 31, 2024*, there was $240 of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the years ended* December 31, 2024and2023*, details of unvested RSUs were as follows:

For the years ended* December 31, 2024and2023*, the Company recognized compensation expense for RSUsof $1,982 and $3,903, respectively, in sales and marketing, product development, and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets. As of* December 31, 2024*, there was $1,946 of unrecognized share-based compensation with respect to outstanding RSUs and restricted stock. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of* December 31, 2024*, unrecognized share-based compensation expense associated with the granted RSUs, restricted stock and stock options is $2,186, which is expected to be recognized over a weighted average period of 2.0 years. For the years ended* December 31, 2024and2023*, share-based compensation for the Company’s equity awards were allocated to the following lines in the consolidated financial statements:

As of* December 31, 2024*, the Company recorded a liability of $29 and $22, respectively, related to PSUs that are to be settled in cash.

401(k) Profit Sharing Plan and Trust Plan

The Company maintains a401(k) Profit Sharing Plan and Trust ("Plan") covering all U.S. employees. Under the Plan, the Company makes a safe harbor matching contribution equal to 100% of an employee’s salary deferrals that donot exceed 3% of the employee’s compensation plus 50% of the employee’s salary deferrals between 3% and 5% of such employee’s compensation. This safe harbor matching contribution is 100% vested. During2024, we made matching contributions to the Plan of $966. During2023, we made matching contributions to the Plan of $1,034.

The Company also has a discretion to award eligible employees under the Plan, profit sharing contributions

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13. Segment information

The Company identifies operating segments as components of an entity for which discrete financial information is available and are regularly reviewed by the Chief Executive Officer, who is the Company’s CODM, who has final authority in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is earnings before interest, taxes, depreciation and amortization ("EBITDA"). The use of EBITDA as a financial metric provides management and investors with a clearer view of the core business performance and profitability, excluding the effects of financing and other non-operational expenses.

During the quarter ended* December 31, 2024**,the Company completed its reassessment of its segments and determined that it hadthree* operating segments: a) "Fluent", which is Owned and Operated and Commerce Media Solutions revenue, b) "Call Solutions", and c) "AdParlor". The Company determined that there wasone reportable segment, "Fluent," for the purposes of segment reporting. The Fluent reporting segment combines Fluent with the Call Solutions operating segment. This reporting unit works with advertisers to then bring consumers to their products through multiple media channels and earn revenue when a consumer completes an action as agreed upon with the advertisers. The "All Other" segment represents the operating results of AdParlor, LLC, which mainly performs media buying, and those businesses sold or in run-off, which are included for purposes of reconciliation of the respective balances below to the consolidated financial statements.

The Company determined its segments based on how revenue is earned as well as the agreements entered into with its advertisers. In addition, certain advertisers overlap within the different operating segments. Further, they are managed consistently with shared management.

As of* December 31, 2024*, the Company adopted ASU2023-07 (see Note2,Summary of significant accounting policies, under the caption “(s) Recently issued and adopted accounting standards” for further discussion). Accordingly, the segment disclosures provided have been updated in accordance with the current presentation and accounting standard requirements. The significant expense categories and amounts align with the segment-level information that is regularly provided to and used by the CODM in evaluating performance and EBITDA profitability and were identified as a) cost of revenue b) salaries and benefits, c) professional fees, and d) IT and software.

The Company doesnot allocate certain shared expenses such as interest expense and other non-recurring items.** **The allocation methodology is regularly assessed, evaluated and subject to future changes.

Summarized financial information concerning the Company's segments for thetwelve months endedtwelve months ended* December 31, 2024and2023* are shown in the following tables below, noting prior period amounts have been recast to conform to the Company's current period segment presentation:

As of* December 31, 2024*, long-lived assets are all located in the United States.

For the year ended* December 31, 2024*,18.2% of the Company’s revenue is earned from customers located in Israel.

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14. Variable Interest Entity

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company assesses whether we are the primary beneficiary of a VIE at the inception of the arrangement and as of the reporting date.

True North

On* May 1, 2024,the Company and Caspian Ventures, LLC ("Caspian") entered into a membership interest purchase agreement pursuant to which the Company conveyed 100% of the membership interests of True North Loyalty, LLC and its direct and indirect subsidiaries (collectively, "True North") to Caspian (the "True North Conveyance"). True North is a subscription-based business that utilizes call center operations and other media channels to marketthird*-party recurring revenue services to consumers. The deemed fair value of the consideration received was $989, which consisted of (i) the forgiveness of a $500 deferred payment owed by the Company in connection with the True North Acquisition on* January 1, 2022, (ii) a share of the True North contribution margin after the closing until the Company has received an amount equal to the closing net working capital of approximately $168, and (iii) a continued share of the True North contribution margin of an additional amount at fair value of $321. The True North founder who entered into an employment agreement in connection with the True North Acquisition has remained an employee of the Company after the closing of the True North Conveyance. It was determined that True North didnot* meet the discontinued operations criterion under ASC205-20, Discontinued Operations.

In accordance with ASC810, Consolidation ("ASC810"), the Company determined that True North was a VIE based upon the receivable for the consideration to be received. Initially, as the majority membership owner of Caspian remained a full-time employee of the Company and had the power to unilaterally make significant decisions at True North, it was determined that the Company was the primary beneficiary of Caspian and therefore should consolidate Caspian's operations going forward, under the de facto agent guidance. As a result,no gain or loss was to be recognized on the True North Conveyance. On* September 1, 2024,Caspian’s operating agreement was amended to require the consent of multiple members rather than a majority interest for major decisions. As a result, the Company determined that it wasno* longer the primary beneficiary, and under ASC810, True North wasno longer consolidated as of* September 1, 2024.No gain or loss was recognized for thethree months ended December 31, 2024*. The Company will haveno continued business relationship with True North apart from receiving the remaining consideration owed by True North.

The Company’s total exposure to True North consisted solely of the carrying amount of the receivable related to the True North Conveyance which had been recorded as other non-current assets totaling $489. As of* December 31, 2024*, due to the cessation of the True North operations, the receivable had been fully written off.

TAPP

On* January 9, 2023,the Company entered into employment agreements with certain key employees of TAPP, an influencer-based business that uses an application to utilize its relationships with influencers to bring consumers to advertising clients. The Company is also a customer of TAPP and accounts for the majority of TAPP's revenues. As a result of significant influence over TAPP's key employees and financial performance, the Company determined that TAPP qualified as a VIE in which the Company has a variable interest and that the Company is the primary beneficiary. Therefore, the Company consolidates the TAPP operations. As the Company doesnot* have an equity interest in TAPP,100% of the net assets and results of the operations of TAPP are attributable to non-controlling interests.

As the Company gained control of TAPP, in accordance with ASC805, Business Combinations, it was then determined that TAPP constituted a business. The deemed fair value of the consideration was $4,165, which consisted of $1,250 of initial cash and $2,915 contingent upon the achievement of specified revenue and media margin targets over three years. The fair value of assets acquired, which excluded the immaterial net-working capital, were determined to be the publisher contracts of $1,100, which were valued using the 'with or without' method, a variation of the income approach, to be amortized over a period ofone year and industry-based trade secrets of $1,510, which were valued using the excess earnings method, a variation of the income approach, to be amortized over a period offour years. The amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill in the amount of $1,555 and primarily represents workforce and expected cash flow generation for the TAPP business that doesnot qualify for separate recognition as intangible assets included within the Fluent operating segment. For tax purposes, the value of the acquisition payments is treated as ordinary compensation for services rendered, deductible when paid and included in the employees' wages.

15. Contingencies

Except as disclosed below, the Company isnot currently a party to any legal proceeding, investigation or claim which, in the opinion of management, is likely to have a material adverse effect on the business, financial condition, results of operations or cash flows. Legal fees associated with such legal proceedings are expensed as incurred. The Company reviews legal proceedings and claims on an ongoing basis and follows the appropriate accounting guidance, including ASC450, when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the consolidated financial statements tonot be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company doesnot accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated.

In addition, the Company* maybe involved in litigation from time to time in the ordinary course of business. It is the opinion of the Company's management that the ultimate resolution of any such matters currently pending willnot* have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. However, the results of such matters cannot be predicted with certainty and there can beno assurance that the ultimate resolution of any legal or administrative proceeding or dispute willnot have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss.

F-27

On* January 28, 2020,the Company received a Civil Investigative Demand from the Federal Trade Commission ("FTC") regarding compliance with the FTC Act and the Telemarketing Sales Rule. On May 26, 2023,the Company agreed to the terms of a Stipulated Order for Permanent Injunction, Monetary Judgment, Civil Penalty Judgment, and Other Relief (the "FTC Consent Order"). The FTC Consent Order imposed a civil penalty of $2,500, required additional changes to the Company's employment opportunities marketplace and programmatic advertising business, and resulted in the implementation of compliance measures across the business. On July**17,* 2023, the FTC and the Company filed a Joint Motion for Entry of Proposed Stipulated Order in the United States District Court for the Southern District of Florida. The FTC Consent Order was entered by the Court on* August 11, 2023,and the escrow funds were released on August 15, 2023.On August 12, 2024,*the Company filed its required compliance report. The Company maintains insurance policies that covered a majority of the legal costs incurred related to the FTC inquiry.

On* October 6, 2020,the Company received notice from the Pennsylvania Office of the Attorney General ("PAAG") that it was reviewing the Company's business practices relating to telemarketing. On May 18, 2023,the parties entered into a settlement and jointly filed a Consent Petition of Final Decree, wherein the Company agreed to injunctive relief and to pay the PAAG $250 for investigatory costs, all of which was paid as of June 30, 2023.*

The Company was involved in a Telephone Consumer Protection Act class action,Daniel Berman v. Freedom Financial Network, which was originally filed in the Northern District of California in2018. On* May 31, 2023,the parties entered into an Amended Class Action Settlement Agreement (the "Berman Settlement Agreement"), which included injunctive provisions and payment to plaintiffs of $9,750 for legal fees and a consumer redress fund, of which the Company was responsible for $3,100. The final approval of the Berman Settlement Agreement was filed on February 23, 2024.To satisfy its obligations under the Berman Settlement Agreement, the Company made a cash payment of $1,100 on March 15, 2024and issued a junior secured promissory note in the principal amount of $2,000 payable to the co-defendant, FDR, as discussed in Note8*,Long-term debt, net.

16. Subsequent Events

Amendment to the SLR Credit Agreement

On* March 10, 2025,the Credit Parties and SLR entered into the Fourth Amendment to the SLR Credit Agreement, (the "Fourth Amendment") which, among other things, required that the Company raise at least $5,000 of additional capital by March 20, 2025 (refer below for details on the capital raise). In addition, the Fourth Amendment waived non-compliance with the financial covenants as of December 31, 2024*, extended the duration of the call protection applicable to the loans, and modified the financial covenants.

Private Placement

On* March 19,2025, the Company entered into securities purchase agreements (the "MarchPurchase Agreements") with certain accredited investors (the "MarchPurchasers"), a majority of whom were related parties, pursuant to which the Company agreed to sell the MarchPurchasers unregistered pre-funded warrants (the "MarchPre-Funded Warrants") to purchase up to 2,332,104 shares of our common stock, at a purchase price of $2.174 per MarchPre-Funded Warrant. The MarchPre-Funded Warrants will have an exercise price of $0.005 per share of common stock, will be immediately exercisable after stockholder approval and will terminate when exercised in full. The MarchPurchasers includethree* directors and/or officers of the Company, the Company's largest shareholder, and institutional investor.No underwriting discounts or commissions were paid with respect to the* March*Purchase Agreement.

The aggregate gross proceeds totaled $5,070, before deducting offering expenses payable by the Company of $70. The exercise of the* MarchPre-Funded Warrants is subject to stockholder approval, which the Company will seek to obtain at the2025* Annual Meeting of Stockholders. The Company is obligated to use its reasonable best efforts to obtain such stockholder approval of the exercise of the officers' and/or directors'* MarchPre-Funded Warrants at the2025* Annual Meeting of Stockholders. In connection with the offering, the Company entered into a First Amendment to Support Agreement (the "First Amendment to Support Agreement") with each of the* MarchPurchasers. Pursuant to the Support Agreement, as amended, the March*Purchasers agreed to vote their shares of the Company's common stock beneficially owned by them in favor of certain actions at any meeting of the Company’s stockholders.

Amendment to the Sublease

On* March 19, 2025,the Company entered into a Second Amendment to Sublease (the "Sublease Amendment") with sublandlord Virtu KCG Holdings LLC to reduce the monthly payments for the Company Headquarters effective as of the date of such amendment. The Sublease Amendment is currently pending the landlord's consent, which, if obtained, would extend the term of the sublease byfour* years from the Commence Date (as such term is defined in the Sublease Agreement) of the Sublease Agreement and reduce the subleased premises by 42%.