SCHEDULE 13D/A: Fluent, Inc. Insider Matthew Conlin Boosts Stake to 16.1% Through Warrants and Convertible Note

Matthew Conlin, a key insider at Fluent, Inc., has increased his beneficial ownership to 16.1% of the company's common stock, primarily through the acquisition and stockholder approval of pre-funded warrants and a convertible promissory note.

Summary

• Matthew Conlin, the reporting person, beneficially owns 3,797,607 shares of Fluent, Inc. common stock, representing 16.1% of the Issuer's outstanding shares.
• This ownership is based on 21,853,756 shares of common stock outstanding as of June 18, 2025.
• His beneficial ownership includes 1,487,831 shares held directly, 333,334 shares held by RSMC Partners, LLC, 60,175 shares by the 2017 Conlin Shakra Family Trust, and 125,039 shares by the Conlin Family Foundation Trust.
• A significant portion of his stake comes from 612,110 shares issuable upon conversion of a convertible subordinated promissory note issued on August 19, 2024.
• Additionally, 862,743 shares are issuable upon exercise of pre-funded warrants issued directly to Mr. Conlin, and 316,375 shares are issuable from pre-funded warrants issued to the Conlin Family Foundation Trust.
• The pre-funded warrants, acquired on December 2, 2024, and March 19, 2025, were approved by stockholders at the 2025 Annual Meeting on June 18, 2025, and are exercisable at $0.0005 per share.
• The conversion price for the convertible note is the lesser of $3.01 or the greater of the consolidated closing bid price on the conversion date or $1.00, subject to adjustment.
• Mr. Conlin disclaims any present plan or proposal to effect changes related to control, mergers, asset sales, or other significant corporate actions, beyond the described transactions.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The increase in beneficial ownership by a key insider, Matthew Conlin, through various instruments (warrants, convertible note) and the successful stockholder approval of these transactions, generally signals confidence in the company's future. While no specific strategic plans are outlined, the commitment of a significant shareholder is a positive indicator.

Positives

• Increased insider ownership by Matthew Conlin, signaling confidence in Fluent, Inc.'s future.
• Stockholder approval for the issuance and exercise of pre-funded warrants, validating the transactions and allowing for their full exercise.
• The exercise price of $0.0005 for the pre-funded warrants is very low, indicating a favorable acquisition cost for the reporting person.

Negatives

• The document does not outline any specific strategic plans or initiatives by the reporting person beyond increasing his ownership stake, which could be interpreted as a lack of immediate actionable strategic direction from this significant shareholder.
• The conversion price of the convertible note is variable, dependent on the Issuer's common stock price, introducing some uncertainty regarding the final number of shares received from the note.

Risks

• The number of Conversion Shares issuable from the convertible note is subject to change based on the Issuer's common stock consolidated closing price, introducing variability in the final share count.
• The value of the pre-funded warrants and convertible note is tied to the future performance of Fluent, Inc.'s common stock, exposing the beneficial owner to market price fluctuations.

Future Outlook

The reporting person, Matthew Conlin, explicitly states that he does not have any present plan or proposal that would result in significant corporate actions such as mergers, asset sales, changes in management, or other material changes to the Issuer's business or corporate structure, beyond the described transactions related to his ownership stake.

Management Comments

• "The Reporting Person does not have any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D."

Industry Context

This Schedule 13D amendment primarily details a change in beneficial ownership by a key insider, Matthew Conlin, in Fluent, Inc. It does not provide information on broader industry trends or competitive landscape. However, increased insider ownership can generally be seen as a positive signal within any industry, suggesting confidence in the company's prospects.

Comparison to Industry Standards

• This document is an ownership disclosure and does not contain financial performance metrics or operational results that would allow for direct comparison to industry-specific benchmarks or competitor performance. The focus is solely on the beneficial ownership structure of a single individual within Fluent, Inc.

Corporate Governance

Related Party Transactions

• Matthew Conlin's beneficial ownership includes shares held by RSMC Partners, LLC, of which he is a member.
• His ownership also includes shares held by the 2017 Conlin Shakra Family Trust and the Conlin Family Foundation Trust, for which he serves as a Trustee.
• Pre-funded warrants were issued to the Conlin Family Foundation Trust, a related party, with Matthew Conlin as Trustee.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a key insider like Matthew Conlin may be viewed positively, signaling confidence in the company's prospects and potentially aligning management interests more closely with shareholders.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is mentioned in this filing.

Next Steps

• The pre-funded warrants will terminate when exercised in full.
• The convertible subordinated promissory note is convertible into common stock, with the number of shares subject to change based on the Issuer's stock price.

Key Dates

Recommendation

Keywords

Fluent Inc., Matthew Conlin, Schedule 13D, Beneficial Ownership, Pre-Funded Warrants, Convertible Note, Insider Ownership, Stockholder Approval, SEC Filing, FLNT