SCHEDULE 13D/A: Phillip Frost's Trust Boosts Stake in Fluent, Inc. to 23.7% Through Warrant Exercise

Phillip Frost, M.D. and Frost Gamma Investments Trust have increased their beneficial ownership in Fluent, Inc. to 23.7% following the exercise of pre-funded warrants.

Summary

• Phillip Frost, M.D. and Frost Gamma Investments Trust (collectively, the "Reporting Persons") have filed Amendment No. 24 to their Schedule 13D.
• The Reporting Persons now beneficially own an aggregate of 4,912,926 shares of Fluent, Inc. common stock.
• This represents 23.7% of Fluent, Inc.'s common stock outstanding, based on 20,643,660 shares as of March 27, 2025.
• The increase in ownership is primarily due to Frost Gamma Investments Trust entering into a securities purchase agreement on March 19, 2025, to subscribe for $1,000,000 in Unregistered Pre-Funded Warrants.
• On March 20, 2025, Gamma Trust exercised 459,981 Unregistered Pre-Funded Warrants, resulting in the acquisition of 459,869 shares of Fluent, Inc. common stock.
• The purchase price for these warrants was $2.174 per Unregistered Pre-Funded Warrant, with a nominal exercise price of $0.0005 per warrant.
• The beneficial ownership also includes 66,667 shares underlying a convertible subordinated promissory note and 647,892 shares from pre-funded warrants exercised on December 9, 2024.

Sentiment

Score: 7

Explanation: The document indicates a significant investor is increasing their stake and providing capital, which is generally a positive signal, though it's a factual ownership update rather than a performance report.

Positives

• A significant increase in beneficial ownership by a major investor (Dr. Phillip Frost and his trust) signals continued confidence in Fluent, Inc.'s prospects.
• The subscription for $1,000,000 in Unregistered Pre-Funded Warrants provides capital to Fluent, Inc.

Risks

• The exercise of the Unregistered Pre-Funded Warrants is subject to stockholder approval, which could potentially delay or prevent full exercise.
• The issuance of new shares upon warrant exercise could lead to dilution for existing shareholders.

Future Outlook

The exercise of the Unregistered Pre-Funded Warrants is contingent upon stockholder approval. Upon such approval, the warrants will be immediately exercisable and will terminate when fully exercised.

Industry Context

This filing is a routine update on significant shareholder ownership, common in the public markets. It reflects an investor's increased stake, which can be interpreted as a vote of confidence in the company's strategy or valuation. Without further context on Fluent, Inc.'s specific industry (digital marketing/performance marketing), it's difficult to relate this directly to broader industry trends, but increased insider ownership is generally viewed positively.

Related Party Transactions

• Frost Gamma Investments Trust, whose trustee is Dr. Phillip Frost, entered into a securities purchase agreement and an amendment to a support agreement with Fluent, Inc. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation, which is the sole shareholder of Frost Gamma, Inc., the general partner of Frost Gamma L.P., the sole beneficiary of Gamma Trust. This indicates a related party transaction between a significant shareholder/trust and the company.

Stakeholder Impact

• Shareholders: Potential dilution from the exercise of warrants, but also a signal of confidence from a major investor. The capital raise could strengthen the company's financial position.
• Company (Fluent, Inc.): Receives $1,000,000 in capital from the warrant subscription.

Next Steps

• Stockholder approval is required for the exercise of the Unregistered Pre-Funded Warrants.

Key Dates

Keywords

Fluent Inc., Phillip Frost, Frost Gamma Investments Trust, Schedule 13D/A, Beneficial Ownership, Warrants, Pre-Funded Warrants, Common Stock, SEC Filing, Investment, Shareholder Stake