Fluent raises $10.3 million through private placement of securities

Fluent Inc. (NASDAQ: FLNT) announced it entered into a definitive agreement to sell 5,871,427 shares of common stock and accompanying warrants for $10.3 million in gross proceeds through a private placement.

The commerce media company will sell shares at an effective purchase price of $1.75 per share. Each share comes with a warrant exercisable at $2.21 per share, with exercise beginning six months and one day from issuance and expiring five years after initial exercisability.

The private placement includes pre-funded warrants with an exercise price of $0.0005. Pre-funded warrants purchased by company officers and directors require stockholder approval under Nasdaq compensation rules before becoming exercisable.

The transaction is expected to close on August 19, 2025, subject to customary closing conditions. The Benchmark Company, LLC serves as sole placement agent for the offering.

If all warrants and pre-funded warrants are exercised on a cash basis, the company could receive approximately $13.0 million in additional gross proceeds. Fluent plans to use net proceeds for working capital and general corporate purposes.

The securities were offered under Section 4(a)(2) of the Securities Act of 1933 and have not been registered under the Act. The company agreed to file a registration statement with the Securities and Exchange Commission covering resale of the shares within 30 days of the definitive agreement.

"The triple digit growth rate of our Commerce Media Solutions business continues to drive an exciting transformation in our business," said Don Patrick, Chief Executive Officer. "This capital raise bolsters our balance sheet and fuels the plans we have set out for our company and its stockholders."

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