Fluent, Inc. 8-K

What Happened Fluent, Inc. announced on December 31, 2025 that it entered into an At‑The‑Market (ATM) Issuance Sales Agreement with Lake Street Capital Markets, LLC under which Fluent may offer and sell up to approximately $11,200,000 of its common stock. Sales, if any, will be made from time to time on Nasdaq or other trading markets under the Company's effective shelf registration statement on Form S-3 (File No. 333-281805). Lake Street will use commercially reasonable efforts to sell shares pursuant to the Company’s instructions.

Key Details

• Aggregate offering capacity: approximately $11,200,000 of common stock.
• Sales agent: Lake Street Capital Markets, LLC; commission: 3.0% of gross proceeds.
• Offering method: at‑the‑market sales (Rule 415), including direct sales on Nasdaq or other markets.
• Company controls timing/size/price limits, is not obligated to sell, and may suspend or terminate the program; agreement terminates on sale of the full amount or earlier termination by either party.

Why It Matters This ATM agreement gives Fluent a flexible, on‑demand way to raise equity capital when market conditions are favorable, without a fixed underwritten offering. For investors, any shares sold under the program would dilute existing shareholders and reduce per‑share ownership; the company will also incur a 3% selling commission plus certain reimbursable expenses. Because the offering is being made under an already effective S‑3 shelf registration, the company can access capital quickly, but actual dilution and timing depend on whether and when Fluent chooses to sell shares.