Fluent, Inc. 8-K

What Happened

• On January 31, 2026, Inbox Pal, LLC (an indirect subsidiary of Fluent, Inc.) entered a Membership Interest Purchase Agreement with InsurCo, LLC under which InsurCo acquired all issued and outstanding membership interests of Winopoly, LLC. The aggregate purchase price is $3.0 million, payable to Fluent, LLC by a secured promissory note issued by the buyer at closing. The note is secured by a first-priority security interest in substantially all of the buyer’s assets, subject only to subordination reasonably required for future senior or additional financing. The company filed the 8-K on February 5, 2026.

Key Details

• Transaction date: January 31, 2026; 8-K filed February 5, 2026.
• Buyer: InsurCo, LLC; Seller (transferring interests): Inbox Pal, LLC (indirect subsidiary of Fluent).
• Purchase price: $3.0 million, paid via a secured promissory note to Fluent, LLC.
• Deal specifics: note secured by first-priority lien on substantially all buyer assets; excludes working capital (including pre-closing accounts receivable); Fluent contributed certain assets to Winopoly prior to closing.
• Agreement includes customary reps, warranties, covenants, indemnities, employee provisions, and post-closing data use restrictions.

Why It Matters

• The transaction represents a divestiture of Fluent’s ownership in Winopoly and provides consideration of $3.0 million, though payment is via a buyer-issued secured promissory note rather than immediate cash. The security interest gives Fluent priority claim on buyer assets, but payment timing and collectibility depend on the buyer’s performance and any permitted future subordination for financing. Investors should note the exclusion of working capital and receivables from the sale and that the agreement contains customary post-closing restrictions that may limit future liabilities. The full Purchase Agreement is filed as an exhibit to the 8-K for further detail.