Fluent, Inc. Announces $5.0 Million Private Offering

Rhea-AI Summary

Fluent Inc (NASDAQ: FLNT) announced a $5.0 million private offering through unregistered pre-funded warrants for 2,332,104 shares of common stock at $2.174 per share. The warrants, subject to stockholder approval at the next annual meeting, will have an exercise price of $0.0005 per share. The private placement closed on March 20, 2025.

The company plans to use the proceeds for general corporate purposes. CEO Don Patrick highlighted the company's strategic shift to Commerce Media Solutions, noting triple-digit year-over-year growth since its early 2023 launch. The offering was conducted under Section 4(a)(2) of the Securities Act of 1933.

Positive

• Commerce Media Solutions business showing triple-digit year-over-year growth
• Secured $5 million in additional funding
• Continued support from insider shareholders

Negative

• Potential dilution for existing shareholders upon warrant exercise
• Offering requires stockholder approval
• Small offering size may indicate funding options

Insights

Financial Analyst

Fluent's $5 million private offering through pre-funded warrants represents a notable capital raise relative to the company's $42 million market cap, accounting for approximately 11.9% of its current valuation. The structure is particularly interesting - these warrants are priced at $2.174 (a 6.6% premium to the current share price), with a minimal exercise price of $0.0005 once approved by shareholders.

This financing approach offers several advantages over traditional equity issuance. The premium pricing signals insider confidence, while the delayed exercisability provides breathing room before potential dilution occurs. The involvement of insider shareholders suggests strong internal belief in the company's strategic direction toward Commerce Media Solutions.

However, several aspects warrant investor attention. The relatively modest size of the offering and the need for alternative financing structures could indicate access to traditional capital markets. The vague allocation of proceeds to "general corporate purposes" provides minimal transparency about immediate cash needs.

The CEO's reference to "lender's ongoing support" alongside this equity-like financing suggests a coordinated approach to strengthening Fluent's balance sheet. While the claimed triple-digit growth in Commerce Media Solutions is encouraging, the offering's structure and timing indicate the company is reinforcing its financial position during this strategic transition period.

NEW YORK, March 24, 2025 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ: FLNT), a commerce media solutions company, today announced that it will issue unregistered pre-funded warrants to purchase up to 2,332,104 shares of its common stock at a purchase price of $2.174 in a private offering. The exercisability of the pre-funded warrants will be subject to stockholder approval, which the Company shall seek at its next annual meeting of stockholders. If such stockholder approval is obtained, the pre-funded warrants may be exercised at any time at an exercise price of $0.0005 per share until all of the pre-funded warrants are exercised in full. The closing of the private placement occurred on March 20, 2025, subject to the satisfaction of customary closing conditions.

The aggregate net gross proceeds to Fluent from the offering were approximately $5.0 million. Fluent intends to use the proceeds for general corporate purposes.

“We’re thrilled to have the continued support of our insider shareholders as we drive forward with our strategic shift to Commerce Media Solutions—our fastest-growing business, scaling at triple digit year-over-year growth since its launch in early 2023,” commented Don Patrick, Fluent’s Chief Executive Officer.  “This financing, along with our lender’s ongoing support, reinforces our financial strength and fuels our momentum as we capture market share in this rapidly expanding sector.”

The pre-funded warrants described above are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the shares of common stock underlying such pre-funded warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the pre-funded warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

About Fluent, Inc.

Fluent, Inc. (NASDAQ: FLNT) is a commerce media solutions provider connecting top-tier brands with highly engaged consumers. Leveraging exclusive ad inventory, robust first-party data, and proprietary machine learning, Fluent unlocks additional revenue streams for partners and empowers advertisers to acquire their most valuable customers at scale. Founded in 2010, Fluent uses its deep expertise in performance marketing to drive monetization and increase engagement at key touchpoints across the customer journey. For more insights visit http://www.fluentco.com/.

Contact Information:

Investor Relations
Fluent, Inc.
InvestorRelations@fluentco.com  

FAQ

What are the terms of Fluent's (FLNT) March 2025 private offering?

Fluent issued pre-funded warrants for 2,332,104 shares at $2.174 per share, with an exercise price of $0.0005, raising $5.0 million gross proceeds.

How will Fluent (FLNT) use the $5 million raised from the March 2025 warrant offering?

Fluent plans to use the proceeds for general corporate purposes.

What is the growth rate of Fluent's (FLNT) Commerce Media Solutions business?

The Commerce Media Solutions business has been growing at triple-digit year-over-year rates since its launch in early 2023.

When will FLNT shareholders vote on the March 2025 warrant offering?

Stockholder approval will be sought at the next annual meeting of stockholders.