Fluent, Inc.
For the period ended Mar 31, 2026. Filed May 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 13, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001437749-25-035012
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001437749-26-016747
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 12 previous paragraphs and 7 current paragraphs.
5 unchanged; 1 reworded; 1 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors previously disclosed in our 2025 Form 10-K as updated and supplemented by our Quarterly Reports on Form 10-Q.
Added paragraphs (1)
Removed paragraphs (6)
Previous report
On August 19, 2025, the Company entered into securities purchase agreements (the "August 2025 Purchase Agreements") with certain officers and/or directors of the Company or others for whom they have or share beneficial ownership (the "August 2025 Inside Investors"), the Company’s largest stockholder, and other accredited investors (collectively, the "August 2025 Purchasers"), pursuant to which the Company sold (1) 3,542,856 unregistered shares of common stock, (2) pre-funded warrants to purchase up to 2,328,571 shares of common stock (the “August 2025 PFWs”), and (3) common stock warrants to purchase up to 5,871,427 shares of common stock (the “August 2025 Common Stock Warrants”).
Previous report
Each share and accompanying common stock warrant were sold together at a purchase price of $1.75, and each pre-funded warrant and accompanying common stock warrant were sold together at a purchase price of $1.7495, for aggregate gross proceeds of approximately $10.3 million before deducting estimated offering expenses of approximately $0.7 million payable by the Company.
Previous report
The August 2025 PFWs have an exercise price of $0.0005 per share and were immediately exercisable upon issuance for all purchasers other than the Company’s officers and/or directors. The August 2025 PFWs issued to the Company’s officers and/or directors will be exercisable after stockholder approval and will terminate when exercised in full. The August 2025 Common Stock Warrants are exercisable beginning six months and one day from the date of issuance at an exercise price of $2.21 per share and expire five and one-half years from issuance.
Previous report
The Benchmark Company, LLC, a StoneX Company (“Benchmark”), acted as sole placement agent in connection with the offering. The Kestrel Merchant Partners group at Benchmark was responsible for sourcing and executing the offering.
Previous report
Substantially all of the August 2025 Purchasers (other than the August 2025 Inside Investors) exercised their August 2025 PFWs during the month of September 2025, for an aggregate of 1,657,143 shares of common stock, leaving August 2025 PFWs to purchase 671,428 shares unexercised, 585,714 shares of which are represented by August 2025 Inside Investors and are not exercisable until stockholder approval is obtained.
Previous report
The sale and issuance of these securities were made in reliance upon exemptions from registration afforded in Section 4(a)(2) of the Securities Act.
Reworded paragraphs (1)
Previous wording
There have been no material changes to the risk factors previously disclosed in our 2024 Form 10-K as updated and supplemented by our Quarterly Reports on Form 10-Q. The risk factors below supplement or update the risk factors in our periodic reports filed with the SEC.
Current wording
There have been no material changes to the risk factors previously disclosed in our 2025 Form 10-K as updated and supplemented by our Quarterly Reports on Form 10-Q.