Fluent, Inc.

1. Summary of significant accounting policies

(a) Basis of preparation

The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), in accordance with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended* March 31, 2025* and2024, but arenot necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending* December 31, 2025*.

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.

The information included in this Quarterly Report on Form10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form10-K for the year ended* December 31, 2024* ("2024 Form10-K") filed with the SEC on* March 31,2025. The consolidated balance sheet as of December 31, 2024* included herein was derived from the audited financial statements as of that date and included in the2024 Form10-K.

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 unaudited 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 registering on its owned and operated digital media properties ("O&O Sites") starting in2020, following its implementation of the Traffic Quality Initiative, which eliminated a large portion of the Company'sthird-party affiliate traffic. In2023, the FTC Consent Order (as defined in Note10,Contingencies)imposed more rigorous standards and vetting of the Company'sthird-party publishers, some of whom electednot to work with the Company, which negatively impacted the Company's registration volume on its O&O Sites (see Note10,Contingencies). These issues, coupled with intermittent difficulties sourcing traffic from social media sites have resulted in declining revenue and profitability. Borrowings under the SLR Revolver (as defined in Note4,Long-term debt, net) pursuant to the SLR Credit Agreement (as defined and discussed in Note4,Long-term debt, net) are limited to a borrowing base, that fluctuates weekly, based on eligible accounts receivable. As a result of the borrowing base limit and the above performance issues, the available borrowing capacity has the potential to be insufficient to fund operations and meet the Company's needs.

Given the continued challenges the Company has faced achieving profitability, the Company has made reductions in workforce, including during thefirst quarter of2025, and restructured certain long-term contracts to better align with the Company’s results and cash flow requirements. The Company will continue to monitor the performance of its business units to determine the impact of potential divestments and consider further cost reduction measures and reallocation of resources that will enable the Company to meet its projected budget and cash flow requirements.

As of* March 31, 2025*, the Company was in compliance with its financial covenants under the SLR Credit Agreement. However, the Company’s current forecasts indicate that compliance with its financial covenants* maybe at risk in the nexttwelve* months. 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 Note4,Long-term debt, net) under the SLR Credit Agreement and any outstanding balance on the SLR Revolver (as defined below in Note4,Long-term debt, net).

On* May 15, 2025,the Company entered into securities purchase agreements, pursuant to which the purchasers agreed to invest expected gross proceeds of $4,025 (as defined and discussed in Note12*,Subsequent events). Even with the proceeds from such raise, there isno assurance that the available cash, plus availability under the borrowing base on the SLR Revolver will be sufficient to fund operations over the nexttwelve months, and, if needed, the Company would expect to raise additional capital. If the Company isnot able to raise sufficient capital to fund operations at their current levels, the Company will consider implementing cost-saving measures, but there isno guarantee that such plans will be successfully executed or have the expected benefits. As a result, management has 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 Quarterly Report on Form10-Q.

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.

6

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

(b) 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. ASU2023-06 updates and simplifies certain SEC disclosure requirements that were duplicative or outdated due to changes in other SEC requirements and in U.S. GAAP, International Financial Reporting Standards, 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* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic 470*): Improvements to Income Tax Disclosures*, designed to increase the transparency and 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 investors' 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.

7

(c) 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* March 31, 2025*,* December 31, 2024*, and* December 31, 2023the balance of deferred revenue was $341, $556, and $430, respectively. The majority of the deferred revenue balance as of December 31, 2024* was recognized as revenue during thefirst quarter of2025.

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 corresponding amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of* March 31, 2025*,* December 31, 2024*, and* December 31, 2023,unbilled revenue included in the Company's accounts receivable was $13,488, $18,625, and $21,488, 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.

8

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 an 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* may*result in an increase or decrease in revenue and the corresponding asset in the period the change is made.

Revenue Disaggregation

The following table presents the Company’s disaggregated revenue by media resources along with its availability and demand for thethree months ended* March 31, 2025and2024*, based on segment reporting:

The Owned and Operating and Commerce Media Solutions in the table above represent the Company’s data and performance-based marketing revenue. Call Solutions mainly represents the Company’s performance-based marketing revenue.

(d) 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 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, consolidation of VIE, fair value of Convertible Notes (as defined in Note4) 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.

(e) Fair value

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.

9

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 Note5,Fair Value Measurements, for further details.

(f) 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* March 31, 2025* and* December 31, 2024*, there wasno remaining goodwill.

2. 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, pre-funded warrants (see Note7,Equity below), direct offering (see Note7,Equity below), deferred common stock, and unvested shares. Stock equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

For thethree months ended* March 31, 2025and2024*, basic and diluted loss per share were as follows:

Based on exercise prices compared to the average stock prices for thethree months ended* March 31, 2025and2024*, certain stock equivalents, including RSUs and stock options, have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

10

3. 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, and databases primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective* December 8, 2015;the acquisition of Q Interactive, LLC, effective June 8, 2016;the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019;the acquisition of a 50% interest in Winopoly, LLC, effective April 1, 2020;and the consolidation of TAPP Influencers Corp. ("TAPP"), effective January 9, 2023**.*

11

The Company completed its quarterly triggering event assessment for thethree months ended of* March 31, 2025* and determined thatno triggering event had occurred requiring further impairment assessment of its long-lived assets.

Amortization expenses of $2,391** and $2,483 for thethree months ended March 31, 2025and2024, respectively, are included in depreciation and amortization expenses in the consolidated statements of operations. As of* March 31, 2025*, intangible assets with a carrying amount of $768, included in the gross amount of software developed for internal use, havenot commenced amortization, as they arenot ready for their intended use.

As of* March 31, 2025*, estimated amortization expenses related to the Company's intangible assets for the remainder of2025 and through2030 and thereafter are as follows:

4. Long-term debt, net

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

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 certain of its subsidiaries and the Company (collectively, the Credit Parties"), as guarantors, and Crystal Financial LLC D/B/A SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR"), and each other lender from time to time party thereto.

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* March 31, 2025*, the SLR Credit Facility had an outstanding principal balance of $21,767 (of which $1,767 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 $30,000 term loan due on* September 30, 2025,under the credit agreement dated March 31, 2021,by and among the Borrower, certain subsidiaries of the Borrower as guarantors, the lenders thereto, and Citizens Bank, N.A.. The repayment resulted in a loss on early extinguishment of debt of $1,009, which was recognized in thesecond* quarter of2024.

12

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 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 Amend ment"). 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 changedto 10.33% (SOFR + CSA+5.75%) as of* March 31, 2025*.

The SLR Credit Agreement contains restrictive covenants that 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 borrowing base, which is calculated weekly 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 were $803 and $1,020, respectively, as of* March 31, 2025*. 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 MayPrivate Placement (as defined herein) (see Note7*,Equity), (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* May*Private Placement, (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 of $2,050. In addition, (1) SLR waived non-compliance with the financial covenants as of* June 30, 2024, (2) modified the financial covenants through December 31, 2025, (*3) ended a requirement to engage a financial advisor, (4) increased the Applicable Margin from 5.25% to 5.75%, and (5) 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 (the "Third Amendment"), which, among other things, required that the Company raise at least$7,500* of additional capital by* November 29, 2024.On November 27, 2024,the deadline was extended to December 3, 2024.In addition, the Third Amendment (1) waived non-compliance with the financial covenants as of September 30, 2024, (*2) extended the duration of the call protection applicable to the loans, and (3) modified the cash dominion provisions to remain in effect on an indefinite basis.

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.In addition, SLR (1) waived non-compliance with the financial covenants as of December 31, 2024, (2) extended the duration of the call protection applicable to the loans, and (3) modified the financial covenants through December 31, 2025.*

As of* March 31, 2025*, the Credit Parties were in compliance with their financial covenants under the SLR Credit Agreement. However, the Company’s current forecasts indicate that compliance with its financial covenants* maybe at risk in the nexttwelve* months. 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 under the SLR Credit Agreement and any outstanding balance on the SLR Revolver. Because the Company believes there is risk that it willnot be in compliance with its financial covenants in the nexttwelve months, all borrowings under the Credit Agreement have been classified as current as of* March 31, 2025*.

13

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 Note10*,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* March 31, 2025*.

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 "Notes Purchase Agreement") with certain of the Company's officers and directors and the largest stockholder (the "Note 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. Subject to certain payment conditions in the Subordination Agreement (as defined below), the Company maypay interest quarterly in kind or in cash beginning December 31, 2024.and 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 a Convertible 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 Convertible 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 Convertible Note, as designated by the holder upon exercise of its right of conversion, plus all accrued and unpaid interest. The Convertible 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 Convertible Notes will be permitted to vote on such stockholder approval but may**not* vote any shares obtained from conversion of the Convertible Notes prior to such vote.

In connection with the Second Amendment and the Notes 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.

14

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* March 31, 2025*, the principal balance of the Convertible Notes was $2,217, with a fair value of $3,800. The Company recognized an additional increase in fair value of $80 for thethree months ended* March 31, 2025*, which was recognized as after current period other income (loss) from operations. For thethree months ended* March 31, 2025*, accrued interest was paid in kind.

Maturities

As of* March 31, 2025*, scheduled future maturities of the Company's debt are as follows,not reflective of the debt being accelerated as noted in Note1:

15

5. 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* March 31, 2025*, 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* March 31, 2025* and* December 31, 2024*:

Convertible Notes with related parties

The Company issued the Convertible Notes on* August 19, 2024and elected the fair value option. See Note4*,Long-term debt, net. The following is a reconciliation of the fair value from* December 31, 2024* to* March 31, 2025*:

16

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.

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 March 31, 2025*, 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 Note1(f),Goodwill.

6. Income taxes

The Company is subject to federal and state income taxes in the United States. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate ("AETR"). The Company updates its estimated AETR on a quarterly basis and, if the estimate changes, a cumulative adjustment is made.

As of* March 31, 2025* and* December 31, 2024*, the Company recorded a full valuation allowance against net deferred tax assets and 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 a portion of these valuation 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.

For thethree months ended* March 31, 2025*, the Company's effective income tax rate of 2.9% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for whichno tax benefit is recognized as such amounts are fully offset with a valuation allowance. For thethree months ended* March 31, 2024*, the Company's effective income tax rate of 16.9% primarily represents the state and local tax expense, offset by the benefit of federal research and development credits.

17

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances, and information available as of the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it isnot more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company's financial statements.

7. Equity

Common stock

Effective at6:00 p.m. Eastern Time on* April 11, 2024,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 (the “Reverse Stock Split”). 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* March 31, 2025* and* December 31, 2024*, the number of issued shares of common stock was 21,412,255 and 20,791,431, respectively, which included shares of treasury stock of 768,595 and 768,595, respectively.

For thethree months ended* March 31, 2025*, the increase in the number of issued shares of common stock was the result of the exercise of pre-funded warrants for 620,824 shares, as described below.

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 Registered Direct Offering was made pursuant to the Company's shelf registration statement on Form S-3, which was declared effective by the SEC 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 to the Registered Direct Investors. Pursuant to the Placement Agency Agreement, the Company, among other things, paid 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, including the Placement Agent fee. The Company has used the net proceeds from the Registered Direct Offering for general corporate purposes, which included capital expenditures, working capital and general and administrative expenses.

Pre-Funded Warrants

On* May 13, 2024,the Company entered into securities purchase agreements (the "MayPurchase Agreements") with certain accredited or sophisticated 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 MayPre-Funded Warrant (the "MayPrivate Placement"). The MayPurchasers includedthree* officers and/or directors and the largest 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. Stockholder approval of the MayPrivate Placement was obtained on July 2, 2024,*at a special meeting of the Company's stockholders.

18

On* November 29, 2024,the Company entered into securities purchase agreements (the "DecemberPurchase Agreements") with certain accredited or sophisticated 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 the Company’s common stock, at a purchase price of $2.3147 per DecemberPre-Funded Warrant and an exercise price of $0.0005 per share of common stock (the "DecemberPrivate Placement"). The DecemberPurchasers consisted ofthree* officers and/or directors and the Company's largest stockholder of the Company. No underwriting discounts or commissions were paid with respect to the* December*Private Placement.

On* December 2, 2024,the Company closed the DecemberPrivate Placement receiving aggregate gross proceeds totaled $2,750 from the sale of the DecemberPre-Funded Warrants, before deducting offering expenses payable by the Company of $22. The Company's largest stockholder exercised its warrant on December 9, 2024.The DecemberPre-Funded Warrants purchased bythree* officers and/or directors of the Company will be immediately exercisable after stockholder approval transactions contemplated by the* December*Purchase Agreements and will terminate when exercised in full.

On* March 19,2025, the Company entered into securities purchase agreements (the "MarchPurchase Agreements") with certain accredited or sophisticated investors (the "MarchPurchasers"), all of whom were related parties, pursuant to which the Company sold to the MarchPurchasers unregistered pre-funded warrants (the "MarchPre-Funded Warrants") to purchase up to 2,332,104 shares of the Company's common stock, at a purchase price of $2.174 per MarchPre-Funded Warrant and an exercise price of $0.0005 per share of common stock (the "MarchPrivate Placement"). The MarchPre-Funded Warrants will be immediately exercisable after stockholder approval and terminate when exercised in full. The MarchPurchasers consisted ofthree* officers and/or directors of the Company, the Company's largest stockholder, and an institutional investor.No underwriting discounts or commissions were paid with respect to the* March*Private Placement.

The aggregate gross proceeds totaled $5,070, before deducting offering expenses payable by the Company of $70. The Company's largest stockholder and an institutional investor exercised their* MarchPre-Funded Warrants on March 20, 2025.The MarchPre-Funded Warrants purchased by thethree* officers and/or directors of the Company will be immediately exercisable after stockholder approval of the transactions contemplated by the* March*Purchase Agreements 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' and/or directors'* DecemberPre-Funded Warrants and MarchPre-Funded Warrants at the2025* annual meeting of stockholders. The Company entered into Support Agreements (as amended, the "Support Agreements") with the Registered Direct Investors and the* DecemberPurchasers. In addition, the Company entered into a First Amendment to Support Agreement (the "First Amendment to Support Agreement") with each of the MarchPurchasers, DecemberPurchasers, and certain of the Registered Direct Investors. Pursuant to the Support Agreements, the Registered Direct Investors, the DecemberPurchasers, and the March*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* March 31, 2025*,620,824 of the* MarchPre-Funded Warrants had been exercised. In addition, 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 issuance of the* MarchPre-Funded Warrants was reflected in the Company's stockholder's equity within common stock and additional paid-in-capital as of March 31, 2025*. 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. The* MayPre-Funded Warrants, DecemberPre-Funded Warrants, and March*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* March 31, 2025* and* December 31, 2024*, the Company held shares of treasury stock of 768,595 and 768,595, respectively, with a cost of $11,407 and $11,407, respectively.

The Company's share-based incentive plans allow employees the option to either make a 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* maybe taken into treasury stock by the Company or sold on the open market. For thethree* months ended* March 31, 2025*, no shares of common stock were withheld to cover statutory taxes owed by certain employees for this purpose. See Note8,Share-based compensation.

19

8. 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* March 31, 2025*, the Company had 734,379 shares of common stock available for grants pursuant to the2022 Plan, which includes 328,517 shares of common stock previously available for issuance under the2018 Stock Incentive Plan.

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, RSUs (time-based vesting), long-term incentive grants (performance and time-based vesting RSUs), or performance share units ("PSUs") (achievement of performance targets settled in cash) 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* March 31, 2025*, 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:

20

For thethree months ended* March 31, 2025*, details of stock option activity were as follows:

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.

For thethree months ended* March 31, 2025*, the unvested balance of stock options was as follows:

Compensation expense recognized for stock options was $19 and $0 for thethree months ended* March 31, 2025and2024*, respectively, was recognized in product development and general and administrative expenses in the consolidated statements of operations. As of* March 31, 2025*, there was $222 of unrecognized share-based compensation with respect to outstanding stock options.

21

Restricted stock units and restricted stock

For thethree months ended* March 31, 2025*, details of unvested RSU activity were as follows:

Compensation expense recognized for RSUs of $330 and $618 for thethree months ended* March 31, 2025and2024*, respectively, was recorded in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets, net in the consolidated balance sheets. 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* March 31, 2025*, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to $1,778**,** which is expected to be recognized over a weighted average period of 1.9 years.

For thethree months ended* March 31, 2025and2024*, share-based compensation for the Company's stock options, RSUs, and common stock awards were allocated to the following accounts in the consolidated financial statements:

As of* March 31, 2025* and* December 31, 2024*, the Company recorded a liability of $25 and $29, respectively, related to PSUs that are to be settled in cash.

9. 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 Chief Operating Decision Maker ("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.

22

As of* March 31, 2025*, the Company 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. 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 thethree months ended* March 31, 2025and2024* are shown in the following tables below, noting prior period amounts have been recast to conform to the Company's current period segment presentation:

(1) Revenue aggregation is based upon location of the customer.

(2) Balance includes sales and marketing expense, travel and entertainment expense, office overhead, restructuring and severance, goodwill impairment and impairment of intangible assets, and other operating costs.

As of* March 31, 2025*, long-lived assets are all located in the United States.

For thethree months ended* March 31, 2025*,17.8% of the Company's consolidated revenue was earned from customers located in Israel.

23

10. 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. The Company doesnot accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated.

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 July**17,* 2023, the FTC and the Company filed a Joint Motion for Entry of Proposed Stipulated Order (the "FTC Consent 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 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 Note4*,Long-term debt, net.

11. 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 it is 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 had determined that True North was a VIE based upon the receivable for the consideration to be received. Initially, 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, and 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,as Caspian’s operating agreement was amended to require the consent of multiple members rather than a majority interest for major decisions, 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 as a result of the change at that time. As of December 31, 2024*, True North had ceased operations and the remaining receivable was fully written off.

TAPP

The Company determined that TAPP qualified as a VIE, as of* January 9, 2023,in which the Company has a variable interest and that the Company is the primary beneficiary. This was the result of the Company determining it has significant influence over TAPP's key employees due to the employment agreements of key employees, as well as being responsible for a majority of TAPP's revenues as a customer. During thefirst* quarter of2025, TAPP’s key employee became a consultant to the Company. However, the Company concluded that it still had significant influence over TAPP, so the Company continues to consolidate TAPP's 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.

12. Subsequent Events

Amendment to the Sublease

On* April 15, 2025**,* the Company received the landlord’s consent for thesecond amendment to its sublease (the "Sublease Amendment") with sublandlord Virtu KCG Holdings LLC, which reduced the subleased premises by 42% and monthly payments by approximately 54%, effective* March 19, 2025.The consent also approved the extension of the sublease term byfour years, effective April 15, 2025.*

Private Placement

On* May 15, 2025**,the Company entered into securities purchase agreements (the"** May 2025Purchase Agreements") with certain accredited or sophisticated investors (the"** May 2025Purchasers"), all of whom were related parties, pursuant to which the Company agreed to sell to the May 2025Purchasers (i) unregistered pre-funded warrants (the"** May 2025Pre-Funded Warrants") to purchase up to 1,829,956 shares of the Company’s common stock, and (ii) unregistered warrants (the "MayCommon Stock Warrants") to purchase up to 1,829,956 shares of the Company’s common stock. The May 2025Pre-Funded Warrants had a purchase price of $2.1995 and will have an exercise price of $0.0005 per share of common stock, will be immediately exercisable after stockholder approval and will terminate when exercised in full. The MayCommon Stock Warrants have an exercise price of $2.20 and will expire three years from the issuance date. The May 2025Purchasers consisted offour* officers' and/or directors, the Company’s largest stockholder, and institutional investors or others for whom they have or share beneficial ownership.No underwriting discounts or commissions were paid with respect to the* May 2025*offering.

The gross proceeds from the offering is expected to be $4,025, before deducting expenses payable by the Company. The exercise of certain of the* May 2025Pre-Funded Warrants is subject to stockholder approval, which the Company shall seek approvalno* later than the2026 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* May 2025Pre-Funded Warrants. If, despite the Company’s reasonable best efforts the Stockholder Approval isnot* obtained on or prior to the Stockholder Meeting Deadline, the Company is required to cause an additional stockholder meeting to be held. In connection with the offering, the Company entered into Support Agreements with the* May 2025Purchasers, agreed to vote shares of the Company's common stock beneficially owned by them in favor of certain actions subject to Stockholder Approval (as defined in the May 2025Purchase Agreements) at any meeting of stockholders of the Company and to vote against or decline to consent to any proposal or any other corporate action or agreement that would result in a breach by the Company of the May 2025Purchase Agreements or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the May 2025*Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the Purchase Agreements.

The closing of the sales of the Warrants under the Purchase Agreements is expected to occur on* May 19, 2025,*subject to the satisfaction of customary closing conditions.

24