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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-37893

FLUENT, INC.

(Exact name of registrant as specified in its charter)

Delaware | 77-0688094
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

300 Vesey Street, 9 th Floor New York, New York | 10282
(Address of principal executive offices) | (Zip Code)

(646) 669-7272

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.0005 par value per share |  | FLNT |  | The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer |  | ☐ | Accelerated filer | ☐
Non-accelerated filer |  | ☒ | Smaller reporting company | ☒
|  |  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 18, 2025, the registrant had 24,268,299 shares of common stock, $0.0005 par value per share, outstanding.

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FLUENT, INC.

TABLE OF CONTENTS FOR FORM 10-Q

|  | Page
PART I - FINANCIAL INFORMATION |
Item 1. | Financial Statements (unaudited) |
| Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 2
| Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 | 3
| Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended June 30, 2025 and 2024 | 4
| Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 5
| Notes to Consolidated Financial Statements | 6
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 27
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39
Item 4. | Controls and Procedures | 39
PART II - OTHER INFORMATION |
Item 1. | Legal Proceedings | 40
Item 1A. | Risk Factors | 40
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41
Item 3. | Defaults Upon Senior Securities | 41
Item 5. | Other Information | 41
Item 6. | Exhibits | 42
Signatures | 44

1

Table of Contents

PART I - FINANCIAL INFORMATION

Unless otherwise indicated or required by the context, all references in this Quarterly Report on Form 10-Q to "we," "us," "our," "Fluent," or the "Company," refer to Fluent, Inc. and its consolidated subsidiaries.

ITEM 1. FINANCIAL STATEMENTS.

FLUENT, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

(unaudited)

|  | June 30, 2025 |  |  | December 31, 2024 |
ASSETS: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 4,929 |  |  | $ | 9,439 |
Accounts receivable, net of allowance for credit losses of $502 and $487, respectively |  |  | 31,227 |  |  |  | 46,532 |
Prepaid expenses and other current assets |  |  | 9,119 |  |  |  | 8,729 |
Current restricted cash |  |  | 1,673 |  |  |  | 1,255 |
Total current assets |  |  | 46,948 |  |  |  | 65,955 |
Non-current restricted cash |  |  | 710 |  |  |  | — |
Property and equipment, net |  |  | 193 |  |  |  | 304 |
Operating lease right-of-use assets |  |  | 3,214 |  |  |  | 1,570 |
Intangible assets, net |  |  | 19,618 |  |  |  | 21,797 |
Other non-current assets |  |  | 3,788 |  |  |  | 3,991 |
Total assets |  | $ | 74,471 |  |  | $ | 93,617 |
LIABILITIES AND SHAREHOLDERS' EQUITY: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 8,715 |  |  | $ | 8,776 |
Accrued expenses and other current liabilities |  |  | 19,696 |  |  |  | 21,905 |
Deferred revenue |  |  | 335 |  |  |  | 556 |
Current portion of long-term debt |  |  | 19,860 |  |  |  | 31,609 |
Current portion of operating lease liability |  |  | 1,045 |  |  |  | 1,836 |
Total current liabilities |  |  | 49,651 |  |  |  | 64,682 |
Long-term debt, net |  |  | — |  |  |  | 250 |
Convertible Notes, at fair value with related parties |  |  | 3,322 |  |  |  | 3,720 |
Operating lease liability, net |  |  | 2,375 |  |  |  | 9 |
Other non-current liabilities |  |  | — |  |  |  | 1 |
Total liabilities |  |  | 55,348 |  |  |  | 68,662 |
Contingencies (Note 10) |  |  |  |  |  |  |  |
Shareholders' equity: |  |  |  |  |  |  |  |
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods |  |  | — |  |  |  | — |
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 25,037,334 and 20,791,431, respectively; and Shares outstanding — 24,268,739 and 20,022,836, respectively |  |  | 50 |  |  |  | 47 |
Treasury stock, at cost — 768,595 and 768,595 Shares, respectively |  |  | (11,407 | ) |  |  | (11,407 | )
Additional paid-in capital |  |  | 456,767 |  |  |  | 447,110 |
Accumulated deficit |  |  | (426,287 | ) |  |  | (410,795 | )
Total shareholders' equity |  |  | 19,123 |  |  |  | 24,955 |
Total liabilities and shareholders' equity |  | $ | 74,471 |  |  | $ | 93,617 |

See notes to consolidated financial statements

2

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FLUENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share data)

(unaudited)

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue |  | $ | 44,706 |  |  | $ | 58,717 |  |  | $ | 99,916 |  |  | $ | 124,700 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue (exclusive of depreciation and amortization) |  |  | 34,426 |  |  |  | 46,109 |  |  |  | 78,201 |  |  |  | 93,457 |
Sales and marketing |  |  | 3,218 |  |  |  | 4,605 |  |  |  | 7,288 |  |  |  | 9,417 |
Product development |  |  | 2,941 |  |  |  | 4,717 |  |  |  | 6,339 |  |  |  | 9,557 |
General and administrative |  |  | 8,748 |  |  |  | 8,856 |  |  |  | 17,330 |  |  |  | 19,221 |
Depreciation and amortization |  |  | 2,479 |  |  |  | 2,567 |  |  |  | 4,940 |  |  |  | 5,138 |
Goodwill and intangible assets impairment |  |  | — |  |  |  | 2,241 |  |  |  | — |  |  |  | 2,241 |
Total costs and expenses |  |  | 51,812 |  |  |  | 69,095 |  |  |  | 114,098 |  |  |  | 139,031 |
Loss from operations |  |  | (7,106 | ) |  |  | (10,378 | ) |  |  | (14,182 | ) |  |  | (14,331 | )
Interest expense, net |  |  | (702 | ) |  |  | (1,015 | ) |  |  | (1,582 | ) |  |  | (2,430 | )
Fair value adjustment of Convertible Notes with related parties |  |  | 478 |  |  |  | — |  |  |  | 398 |  |  |  | — |
Loss on early extinguishment of debt |  |  | — |  |  |  | (1,009 | ) |  |  | — |  |  |  | (1,009 | )
Loss before income taxes |  |  | (7,330 | ) |  |  | (12,402 | ) |  |  | (15,366 | ) |  |  | (17,770 | )
Income tax benefit (expense) |  |  | 107 |  |  |  | 775 |  |  |  | (126 | ) |  |  | (133 | )
Net loss |  | $ | (7,223 | ) |  | $ | (11,627 | ) |  | $ | (15,492 | ) |  | $ | (17,903 | )
Basic and diluted loss per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.30 | ) |  | $ | (0.75 | ) |  | $ | (0.68 | ) |  | $ | (1.11 | )
Diluted |  | $ | (0.30 | ) |  | $ | (0.75 | ) |  | $ | (0.68 | ) |  | $ | (1.11 | )
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 24,061,803 |  |  |  | 15,534,989 |  |  |  | 22,661,951 |  |  |  | 16,115,293 |
Diluted |  |  | 24,061,803 |  |  |  | 15,534,989 |  |  |  | 22,661,951 |  |  |  | 16,115,293 |

See notes to consolidated financial statements

3

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FLUENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Amounts in thousands, except share and per share data)

(unaudited)

|  | Common stock |  |  | Treasury stock |  |  | Additional paid-in |  |  | Accumulated |  |  | Total shareholders' |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | capital |  |  | deficit |  |  | equity |
Balance at March 31, 2025 |  |  | 21,412,255 |  |  | $ | 47 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 452,459 |  |  | $ | (419,064 | ) |  | $ | 22,035 |
Vesting of restricted stock units and issuance of stock under incentive plans |  |  | 317,830 |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | — |
Share-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 339 |  |  |  | — |  |  |  | 339 |
Issuance of pre-funded and common stock warrants |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,972 |  |  |  | — |  |  |  | 3,972 |
Exercise of pre-funded warrants |  |  | 3,307,249 |  |  |  | 2 |  |  |  | — |  |  |  | — |  |  |  | (2 | ) |  |  | — |  |  |  | — |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (7,223 | ) |  |  | (7,223 | )
Balance at June 30, 2025 |  |  | 25,037,334 |  |  | $ | 50 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 456,767 |  |  | $ | (426,287 | ) |  | $ | 19,123 |
Balance at December 31, 2024 |  |  | 20,791,431 |  |  | $ | 47 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 447,110 |  |  | $ | (410,795 | ) |  | $ | 24,955 |
Vesting of restricted stock units and issuance of stock under incentive plans |  |  | 317,830 |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | — |
Share-based compensation expense |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 688 |  |  |  | — |  |  |  | 688 |
Issuance of pre-funded and common stock warrants |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,972 |  |  |  | — |  |  |  | 8,972 |
Exercise of pre-funded warrants |  |  | 3,928,073 |  |  |  | 2 |  |  |  | — |  |  |  | — |  |  |  | (2 | ) |  |  | — |  |  |  | — |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (15,492 | ) |  |  | (15,492 | )
Balance at June 30, 2025 |  |  | 25,037,334 |  |  | $ | 50 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 456,767 |  |  | $ | (426,287 | ) |  | $ | 19,123 |

|  | Common stock |  |  | Treasury stock |  |  | Additional paid-in |  |  | Accumulated |  |  | Total shareholders' |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | capital |  |  | deficit |  |  | equity |
Balance at March 31, 2024 |  |  | 14,429,193 |  |  | $ | 43 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 427,904 |  |  | $ | (387,794 | ) |  | $ | 28,746 |
Vesting of restricted stock units and issuance of stock under incentive plans |  |  | 251,053 |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | — |
Share-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 434 |  |  |  | — |  |  |  | 434 |
Issuance of pre-funded warrants |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9,900 |  |  |  | — |  |  |  | 9,900 |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (11,627 | ) |  |  | (11,627 | )
Balance at June 30, 2024 |  |  | 14,680,246 |  |  | $ | 44 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 438,237 |  |  | $ | (399,421 | ) |  | $ | 27,453 |
Balance at December 31, 2023 |  |  | 14,384,936 |  |  | $ | 43 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 427,286 |  |  | $ | (381,518 | ) |  | $ | 34,404 |
Vesting of restricted stock units and issuance of stock under incentive plans |  |  | 295,310 |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | — |
Share-based compensation expense |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,052 |  |  |  | — |  |  |  | 1,052 |
Issuance of pre-funded warrants |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9,900 |  |  |  | — |  |  |  | 9,900 |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (17,903 | ) |  |  | (17,903 | )
Balance at June 30, 2024 |  |  | 14,680,246 |  |  | $ | 44 |  |  |  | 768,595 |  |  | $ | (11,407 | ) |  | $ | 438,237 |  |  | $ | (399,421 | ) |  | $ | 27,453 |

See notes to consolidated financial statements

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FLUENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(unaudited)

|  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net loss |  | $ | (15,492 | ) |  | $ | (17,903 | )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 4,940 |  |  |  | 5,138 |
Non-cash loan amortization expense |  |  | 365 |  |  |  | 837 |
Non-cash gain on contingent consideration |  |  | — |  |  |  | (250 | )
Non-cash loss on early extinguishment of debt |  |  | — |  |  |  | 1,009 |
Share-based compensation expense |  |  | 666 |  |  |  | 1,030 |
Fair value adjustment of Convertible Notes with related parties |  |  | (398 | ) |  |  | — |
Goodwill impairment |  |  | — |  |  |  | 1,261 |
Impairment of intangible assets |  |  | — |  |  |  | 980 |
Non-cash loss on asset write-off |  |  | 698 |  |  |  | — |
Allowance for credit losses |  |  | 18 |  |  |  | 71 |
Changes in assets and liabilities, net of business acquisitions: |  |  |  |  |  |  |  |
Accounts receivable |  |  | 15,287 |  |  |  | 1,280 |
Prepaid expenses and other current assets |  |  | (490 | ) |  |  | (1,579 | )
Other non-current assets |  |  | 134 |  |  |  | 191 |
Operating lease assets and liabilities, net |  |  | (69 | ) |  |  | (168 | )
Accounts payable |  |  | (61 | ) |  |  | (3,140 | )
Accrued expenses and other current liabilities |  |  | (2,329 | ) |  |  | (1,443 | )
Deferred revenue |  |  | (221 | ) |  |  | 474 |
Other |  |  | (1 | ) |  |  | (987 | )
Net cash provided by (used in) operating activities |  |  | 3,047 |  |  |  | (13,199 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Capitalized costs included in intangible assets |  |  | (3,200 | ) |  |  | (3,542 | )
Acquisition of property and equipment |  |  | (31 | ) |  |  | — |
Net cash used in investing activities |  |  | (3,231 | ) |  |  | (3,542 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from issuance of long-term debt, net of debt financing costs |  |  | 34,332 |  |  |  | 42,917 |
Repayments of long-term debt |  |  | (46,377 | ) |  |  | (44,475 | )
Debt financing costs |  |  | (125 | ) |  |  | (968 | )
Proceeds from issuance of pre-funded and common stock warrants |  |  | 8,972 |  |  |  | 9,900 |
Net cash (used in) provided by financing activities |  |  | (3,198 | ) |  |  | 7,374 |
Net decrease in cash, cash equivalents, and restricted cash |  |  | (3,382 | ) |  |  | (9,367 | )
Cash, cash equivalents, and restricted cash at beginning of period |  |  | 10,694 |  |  |  | 15,804 |
Cash, cash equivalents, and restricted cash at end of period |  | $ | 7,312 |  |  | $ | 6,437 |
SUPPLEMENTAL DISCLOSURE INFORMATION |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 1,353 |  |  | $ | 1,690 |
Cash (refunded) paid for income taxes |  | $ | (8 | ) |  | $ | 44 |
Share-based compensation capitalized in intangible assets |  | $ | 17 |  |  | $ | 29 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |  |  |  |  |  |  |  |
Long-term debt issuance |  | $ | — |  |  | $ | 2,000 |
Consideration for True North |  | $ | — |  |  | $ | 500 |

See notes to consolidated financial statements

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

(unaudited)

1. Summary of significant accounting policies

(a) Basis of preparation

The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), in accordance with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended June 30, 2025 and 2024, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2025.

From time to time, the Company may enter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity ("VIE"). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K") filed with the SEC on March 31, 2025. The consolidated balance sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date and included in the 2024 Form 10-K.

Going concern

In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements – Going Concern, management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date these accompanying unaudited consolidated financial statements are issued (the "issuance date"). As part of this evaluation, management may consider the potential mitigating impact of its plans that have not been fully implemented as of the issuance date if (a) it is probable that management's plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date.

The Company has experienced declining revenue and profitability in the last several years, in large part due to difficulties sourcing traffic for the Company's owned and operated digital media properties ("O&O Sites"). Additionally, in 2023, the FTC Consent Order (as defined in Note 10, Contingencies) imposed more rigorous standards and vetting of the Company's third-party publishers, some of whom elected not to work with the Company, which negatively impacted the Company's registration volume on its O&O Sites (see Note 10, Contingencies). Moreover, borrowings under the SLR Revolver (as defined in Note 4, Long-term debt, net) pursuant to the SLR Credit Agreement (as defined and discussed in Note 4, Long-term debt, net) are limited to a borrowing base, that fluctuates weekly, based on eligible accounts receivable. As a result of the borrowing base limit and the above performance issues, the available borrowing capacity has the potential to be insufficient to fund operations and meet the Company's needs.

Given the continued challenges the Company has faced achieving profitability, the Company has made reductions in workforce, including during the first quarter of 2025, and restructured certain long-term contracts to better align with the Company’s results and cash flow requirements. The Company will continue to monitor the performance of its business units to determine the impact of potential divestments and consider further cost reduction measures and reallocation of resources that will enable the Company to meet its projected budget and cash flow requirements.

As of June 30, 2025, the Company was not in compliance with its financial covenants under the SLR Credit Agreement (as defined below in Note 4, Long-term debt, net) which would have resulted in an event of default. However, on August 15, 2025, the Credit Parties and SLR entered into the Fifth Amendment to the SLR Credit Agreement, (the "Fifth Amendment") which, among other things, required that the Company raise at least $8,500 of additional capital by August 19, 2025. On August 19, 2025, the Company entered into securities purchase agreements for approximately $10.3 million in equity capital, expected to close on August 19, 2025. See Note 12, Subsequent events, for further details. In addition, the Fifth Amendment waived non-compliance with the financial covenants as of June 30, 2025 and modified the financial covenants for the periods through August 31, 2026. Although the financial covenants under the SLR Credit Agreement were reset based on the Company’s twelve month projections, the Company has not met its projection for certain recent quarters and if during any future quarter, the Company does not comply with any of its financial covenants, such non-compliance would result in default and therefore give SLR the right to accelerate maturities. In such case, the Company would not have sufficient funds to repay the borrowings under the SLR Credit Agreement. As a result of the foregoing, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern for one year after the date of issuance of this Quarterly Report on Form 10-Q.

The accompanying consolidated financial statements do not include any adjustments relating to the possible future effects on the recoverability and classification of recorded assets and classification of liabilities that might result should the Company be unable to continue as a going concern.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

(b) Recently issued and adopted accounting standards

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's consolidated financial statements.

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiatives, which incorporates updates to the Codification to align with SEC disclosure requirements in response to the August 2018 SEC Release No. 33-10532. ASU 2023-06 updates and simplifies certain SEC disclosure requirements that were duplicative or outdated due to changes in other SEC requirements and in U.S. GAAP, International Financial Reporting Standards, or the overall financial reporting environment. The new guidance is effective for each amendment only if the SEC removes the related disclosure of presentation requirements from its existing regulations by June 30, 2027. The guidance is to be applied prospectively, with early adoption prohibited. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, designed to increase the transparency and usefulness of income tax disclosures for financial statement users. The ASU follows investors' indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about a public business entity’s costs and expenses on the face of the financial statements. The ASU follows investors' requests for more detailed information and disclosures of disaggregated financial reporting information about the types of expenses in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development), including purchases of inventory, employee compensation, depreciation, amortization, and depletion. The new guidance is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and early adoption is permitted. The guidance will be applied on a prospective basis to financial statements issued for reporting periods after the effective date, or retrospectively to any and all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

(c) Revenue recognition

Data and performance-based marketing revenue

Revenue is generated when there is a transfer of control of a good or service for a consideration amount the Company is expected to be entitled to. Revenue is recognized when a company has satisfied its performance obligations to a customer and can reasonably expect and measure the payment. The Company's performance obligations are typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration, or the installation of an app) and subject to certain qualifying characteristics specified by the customer, (c) transfer calls with the Company's advertiser clients as a part of the call center operation, or (d) deliver media spend as a part of the business of AdParlor, LLC ("AdParlor"), a wholly-owned subsidiary of the Company. These Company performance obligations have the customer simultaneously receiving and consuming the benefits provided.

The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts as one collective group, rather than by individual contract. Based on historical performance of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company concluded that the financial statement effects are not materially different than accounting for revenue on a contract-by-contract basis.

The Company has elected the "right to invoice" practical expedient available within ASC 606-10-55-18 as the measure for revenue to be recognized, as it corresponds directly with the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue arrangements do not contain significant financing components. The Company has further concluded that revenue does not require disaggregation.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or the third-party supplier is the principal or agent. In arrangements where the Company has substantive control of the specified goods and services, is primarily responsible for the integration of products and services into the final deliverable to the customer, and has inventory risk and discretion in establishing pricing, the Company is considered to have acted as the principal. For performance obligations in which the Company acts as principal, the Company records the gross amount billed to the customer within revenue and the related incremental direct costs incurred as cost of revenue. If the third-party supplier, rather than the Company, is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer, the Company is considered to have acted as the agent. For performance obligations in which the Company acts as the agent, the net fees on such transactions are recorded as revenue, with no associated costs of revenue for the Company.

If a customer pays consideration before the Company's performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of June 30, 2025, December 31, 2024, and December 31, 2023 the balance of deferred revenue was $335, $556, and $430, respectively. The majority of the deferred revenue balance as of December 31, 2024 was recognized as revenue during the first quarter of 2025.

When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the corresponding amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of June 30, 2025, December 31, 2024, and December 31, 2023, unbilled revenue included in the Company's accounts receivable was $11,014, $18,625, and $21,488, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company's internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not differed materially from actual invoiced revenue.

Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

In addition, the Company elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Commission revenue

The Company, acting as the agent, recognizes commission revenue that it expects to receive from an insurance provider from the sale of certain of its health insurance policies, which includes the assumed automatic renewals of such policies once its performance obligation is satisfied. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission by the Company of the initial policy application.

The Company applies the practical expedient to estimate the commission revenue for each insurance policy by applying the use of the portfolio approach to policies grouped together by product type and period submitted for effectuation. The commission revenue is variable based on a policy's estimated lifetime value ("LTV"), which is the amount of time the Company expects the policy will remain effective based on past trends, industry data, expectations as to future retention rates, and commission rates, based on the expected value method. Further, the Company considers the application of constraints to the LTV and only recognizes the amount of variable consideration believed probable to be received that will not be subject to a significant revenue reversal in the future. Based on this, the commission revenue is recorded upon satisfaction of the performance obligation, with the associated payment, typically paid monthly, over time, by the insurance provider as the consumer renews and pays the insurance provider for the policy over the duration the consumer remains on the policy. The Company reassesses the estimated LTV for the health insurance policies on a quarterly or as-needed basis. Adjustments to the LTV may result in an increase or decrease in revenue and the corresponding asset in the period the change is made.

Revenue Disaggregation

The following table presents the Company’s disaggregated revenue by media resources along with its availability and demand for the three and six months ended June 30, 2025 and 2024, based on segment reporting:

|  | Three Months Ended June 30, |  |  | Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
|  | Fluent |  |  | All Other |  |  | Consolidated |  |  | Fluent |  |  | All Other |  |  | Consolidated |
(In thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owned and Operated |  | $ | 21,402 |  |  | $ | — |  |  | $ | 21,402 |  |  | $ | 42,000 |  |  | $ | — |  |  |  | 42,000 |
Commerce Media Solutions |  |  | 16,080 |  |  |  | — |  |  |  | 16,080 |  |  |  | 7,292 |  |  |  | — |  |  |  | 7,292 |
Call Solutions |  |  | 5,630 |  |  |  | — |  |  |  | 5,630 |  |  |  | 5,840 |  |  |  | — |  |  |  | 5,840 |
AdParlor |  |  | — |  |  |  | 1,551 |  |  |  | 1,551 |  |  |  | — |  |  |  | 3,152 |  |  |  | 3,152 |
All Other(1) |  |  | — |  |  |  | 43 |  |  |  | 43 |  |  |  | — |  |  |  | 433 |  |  |  | 433 |
Total Revenue |  | $ | 43,112 |  |  | $ | 1,594 |  |  | $ | 44,706 |  |  | $ | 55,132 |  |  | $ | 3,585 |  |  | $ | 58,717 |

(1) | Balance is fully related for the three months ended June 30, 2025 and partially related for the three months ended June 30, 2024 to commission revenues.

|  | Six Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
|  | Fluent |  |  | All Other |  |  | Consolidated |  |  | Fluent |  |  | All Other |  |  | Consolidated |
(In thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owned and Operated |  | $ | 52,484 |  |  | $ | — |  |  | $ | 52,484 |  |  | $ | 86,654 |  |  | $ | — |  |  | $ | 86,654 |
Commerce Media Solutions |  |  | 28,740 |  |  |  | — |  |  |  | 28,740 |  |  |  | 13,668 |  |  |  | — |  |  |  | 13,668 |
Call Solutions |  |  | 15,709 |  |  |  | — |  |  |  | 15,709 |  |  |  | 12,771 |  |  |  | — |  |  |  | 12,771 |
AdParlor |  |  | — |  |  |  | 2,948 |  |  |  | 2,948 |  |  |  | — |  |  |  | 5,957 |  |  |  | 5,957 |
All Other(1) |  |  | — |  |  |  | 35 |  |  |  | 35 |  |  |  | — |  |  |  | 5,650 |  |  |  | 5,650 |
Total Revenue |  | $ | 96,933 |  |  | $ | 2,983 |  |  | $ | 99,916 |  |  | $ | 113,093 |  |  | $ | 11,607 |  |  | $ | 124,700 |

(1) | Balance is fully related for the six months ended June 30, 2025 and partially related for the six months ended June 30, 2024 to commission revenues.

The Owned and Operating and Commerce Media Solutions in the table above represent the Company’s data and performance-based marketing revenue. Call Solutions mainly represents the Company’s performance-based marketing revenue.

Seasonality

Our performance is subject to fluctuations related to seasonality and cyclicality in our clients' businesses and in media sources. Other factors affecting our business may include macroeconomic conditions that impact the digital advertising industry, the various client verticals we serve, and general market conditions.

(d) Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, the variable commission revenue based on the estimated LTV, consolidation of VIE, fair value of Convertible Notes (as defined in Note 4, Long-term debt, net) with related parties based on input assumptions, shared-based compensation and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

(e) Fair value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820, Fair Value Measurements and Disclosure describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

| ● | Level 1 — defined as observable inputs, such as quoted prices in active markets;
| ● | Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
| ● | Level 3 — defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

See Note 5, Fair Value Measurements, for further details.

(f) Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired when accounted for by the acquisition method of accounting. As of June 30, 2025 and December 31, 2024, there was no remaining goodwill.

(g) Common stock warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments in accordance with the guidance provided in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Equity-classified warrants are those that are indexed to the Company’s own stock and meet the criteria for equity classification under ASC 815-40. These instruments are recorded in equity at fair value on the issuance date and are not subsequently remeasured, provided the Company continues to meet the equity classification criteria.

2. Income (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, restricted stock units ("RSUs"), and restricted common stock that have vested but not been delivered during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for stock options, RSUs, restricted stock, pre-funded warrants, common stock warrants, direct offering, deferred common stock, and unvested shares (see Note 7, Equity below). Stock equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

For the three and six months ended June 30, 2025 and 2024, basic and diluted loss per share were as follows:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (7,223 | ) |  | $ | (11,627 | ) |  | $ | (15,492 | ) |  | $ | (17,903 | )
Denominator: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Weighted average shares outstanding |  |  | 23,840,664 |  |  |  | 15,289,622 |  |  |  | 22,378,144 |  |  |  | 15,827,411 |
Weighted average restricted shares vested not delivered |  |  | 221,139 |  |  |  | 245,367 |  |  |  | 283,807 |  |  |  | 287,882 |
Total basic weighted average shares outstanding |  |  | 24,061,803 |  |  |  | 15,534,989 |  |  |  | 22,661,951 |  |  |  | 16,115,293 |
Dilutive effect of assumed conversion of restricted stock units |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total diluted weighted average shares outstanding |  |  | 24,061,803 |  |  |  | 15,534,989 |  |  |  | 22,661,951 |  |  |  | 16,115,293 |
Basic and diluted loss per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.30 | ) |  | $ | (0.75 | ) |  | $ | (0.68 | ) |  | $ | (1.11 | )
Diluted |  | $ | (0.30 | ) |  | $ | (0.75 | ) |  | $ | (0.68 | ) |  | $ | (1.11 | )

Based on exercise prices compared to the average stock prices for the three and six months ended June 30, 2025 and 2024, certain stock equivalents have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Restricted stock units |  |  | 836,393 |  |  |  | 993,975 |  |  |  | 836,393 |  |  |  | 993,975 |
Stock options |  |  | 331,667 |  |  |  | 298,331 |  |  |  | 331,667 |  |  |  | 298,331 |
Common stock warrants |  |  | 1,829,956 |  |  |  | — |  |  |  | 1,829,956 |  |  |  | — |
Total anti-dilutive securities |  |  | 2,998,016 |  |  |  | 1,292,306 |  |  |  | 2,998,016 |  |  |  | 1,292,306 |

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

3. Intangible assets, net

Intangible assets, net, other than goodwill, consist of the following:

|  | Amortization period (in years) |  |  | June 30, 2025 |  |  | December 31, 2024 |
Gross amount: |  |  |  |  |  |  |  |  |  |  |  |
Software developed for internal use |  |  | 3 |  |  | $ | 28,695 |  |  | $ | 25,478 |
Acquired proprietary technology |  |  | 3-5 |  |  |  | 14,282 |  |  |  | 15,792 |
Customer relationships |  |  | 5-10 |  |  |  | 36,686 |  |  |  | 36,686 |
Trade names |  |  | 4-20 |  |  |  | 16,657 |  |  |  | 16,657 |
Domain names |  |  | 20 |  |  |  | 195 |  |  |  | 195 |
Databases |  |  | 5-10 |  |  |  | 31,292 |  |  |  | 31,292 |
Non-compete agreements |  |  | 2-5 |  |  |  | 1,768 |  |  |  | 1,768 |
Total gross amount |  |  |  |  |  |  | 129,575 |  |  |  | 127,868 |
Accumulated amortization: |  |  |  |  |  |  |  |  |  |  |  |
Software developed for internal use |  |  |  |  |  |  | (19,337 | ) |  |  | (16,709 | )
Acquired proprietary technology |  |  |  |  |  |  | (14,282 | ) |  |  | (15,037 | )
Customer relationships |  |  |  |  |  |  | (36,227 | ) |  |  | (35,952 | )
Trade names |  |  |  |  |  |  | (8,120 | ) |  |  | (7,711 | )
Domain names |  |  |  |  |  |  | (92 | ) |  |  | (87 | )
Databases |  |  |  |  |  |  | (30,131 | ) |  |  | (28,807 | )
Non-compete agreements |  |  |  |  |  |  | (1,768 | ) |  |  | (1,768 | )
Total accumulated amortization |  |  |  |  |  |  | (109,957 | ) |  |  | (106,071 | )
Net intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Software developed for internal use |  |  |  |  |  |  | 9,358 |  |  |  | 8,769 |
Acquired proprietary technology |  |  |  |  |  |  | — |  |  |  | 755 |
Customer relationships |  |  |  |  |  |  | 459 |  |  |  | 734 |
Trade names |  |  |  |  |  |  | 8,537 |  |  |  | 8,946 |
Domain names |  |  |  |  |  |  | 103 |  |  |  | 108 |
Databases |  |  |  |  |  |  | 1,161 |  |  |  | 2,485 |
Total intangible assets, net |  |  |  |  |  | $ | 19,618 |  |  | $ | 21,797 |

The gross amounts associated with software developed for internal use primarily represent capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, and databases primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective December 8, 2015; the acquisition of Q Interactive, LLC, effective June 8, 2016; the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019; the acquisition of a 50% interest in Winopoly, LLC, effective April 1, 2020; and the initial consolidation of TAPP Influencers Corp. ("TAPP"), effective January 9, 2023.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

The Company completed its quarterly triggering event assessment for the three months ended of June 30, 2025 and determined that no triggering event had occurred requiring further impairment assessment of its long-lived assets.

Amortization expenses of $2,407 and $2,495 for the three months ended June 30, 2025 and 2024, respectively, and $4,798 and $4,978 for the six months ended June 30, 2025 and 2024, respectively, are included in depreciation and amortization expenses in the consolidated statements of operations. As of June 30, 2025, intangible assets with a carrying amount of $750, included in the gross amount of software developed for internal use, have not commenced amortization, as they are not ready for their intended use. Further, during the six months ended June 30, 2025, the Company recognized a loss of $598 related to the write-off of the acquired proprietary technology in connection with TAPP (see Note 11, Variable Interest Entity).

As of June 30, 2025, estimated amortization expenses related to the Company's intangible assets for the remainder of 2025 and through 2030 and thereafter are as follows:

Year |  | June 30, 2025 |
Remainder of 2025 |  | $ | 3,379 |
2026 |  |  | 4,161 |
2027 |  |  | 3,947 |
2028 |  |  | 2,387 |
2029 |  |  | 828 |
2030 and thereafter |  |  | 4,916 |
Total |  | $ | 19,618 |

4. Long-term debt, net

Long-term debt, net of unamortized discount and financing costs, related to the SLR Credit Facility, Note Payable (as defined herein), and Convertible Notes with related parties (as set forth herein) consisted of the following:

|  | June 30, 2025 |  |  | December 31, 2024 |
Credit Facility due 2029 (less unamortized discount and financing costs of $1,140 and $1,186, respectively) |  | $ | 18,860 |  |  | $ | 30,359 |
Note Payable due 2026 |  |  | 1,000 |  |  |  | 1,500 |
Convertible Notes with related parties |  |  | 3,322 |  |  |  | 3,720 |
Long-term debt, net |  |  | 23,182 |  |  |  | 35,579 |
Less: Current portion of long-term debt |  |  | (19,860 | ) |  |  | (31,609 | )
Long-term debt, net (non-current) |  | $ | 3,322 |  |  | $ | 3,970 |

Credit Facility

On April 2, 2024, Fluent, LLC, a wholly owned subsidiary of the Company (the "Borrower") entered into a credit agreement (as amended, the "SLR Credit Agreement") with certain of its subsidiaries and the Company (collectively, the "Credit Parties"), as guarantors, and Crystal Financial LLC D/B/A SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR"), and each other lender from time to time party thereto.

The SLR Credit Agreement provides for a $20,000 term loan (the "SLR Term Loan") and a revolving credit facility of up to $30,000 (the "SLR Revolver," and together with the SLR Term Loan, the "SLR Credit Facility"). As of June 30, 2025, the SLR Credit Facility had an outstanding principal balance of $20,000 (of which none relates to the SLR Revolver) and matures on April 2, 2029.

The Borrower used a portion of the net proceeds of the SLR Credit Facility to repay the outstanding $30,000 term loan due on September 30, 2025, under the credit agreement dated March 31, 2021, by and among the Borrower, certain subsidiaries of the Borrower as guarantors, the lenders thereto, and Citizens Bank, N.A. The repayment resulted in a loss on early extinguishment of debt of $1,009, which was recognized in the second quarter of 2024.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

There is no principal amortization prior to maturity under the SLR Credit Agreement except for certain mandatory prepayments to be made with the net cash proceeds of certain asset sales, casualty events, and other extraordinary receipts and upon the occurrence of certain other events, in each case subject to certain reinvestment rights, thresholds and other exceptions. Unfunded commitments will be subject to an unused facility fee, which will be payable monthly in arrears, as of the month following the closing, at a rate of 0.50% per annum. All amounts owed under the SLR Credit Facility are due and payable on the five-year anniversary of the closing date or earlier following a change in control or an event of default, unless otherwise extended in accordance with the terms of the SLR Credit Agreement. Borrowings under the SLR Credit Agreement bear interest at a rate per annum equal to a 3-month term SOFR plus 0.26161%, subject to a 1.50% floor, plus a margin (the "Applicable Margin") of 5.25% which was increased to 5.75% pursuant to the Second Amendment to the SLR Credit Agreement (the "Second Amendment"). The Applicable Margin will be reduced to 5.0% when the Borrower's fixed charge coverage ratio is greater than 1.10 to 1. The opening interest rate of the SLR Credit Facility was 10.81% (SOFR + CSA + 5.25%), which changed to 10.34% (SOFR + CSA+5.75%) as of June 30, 2025.

The SLR Credit Agreement contains restrictive covenants that impose limitations on the way the Credit Parties conducts business, including limitations on the amount of additional debt the Credit Parties are able to incur and their ability to make certain investments or other restricted payments. The SLR Credit Agreement is guaranteed by the Company and certain of its direct and indirect subsidiaries and is secured by substantially all of the Company's assets and those of its direct and indirect subsidiaries, including the Borrower.

The Borrower's ability to draw on the SLR Revolver depends on its borrowing base, which is calculated weekly by applying specified percentages established by SLR to the Borrower's eligible accounts receivable and cash, less reserves, subject to certain limitations. When the borrowing base does not support amounts exceeding our $20,000 SLR Term Loan, we are required to maintain a restricted cash balance with the lender.

Debt issuance costs and debt discount costs, net of accumulated amortization, related to the issuance and amendments of the SLR Revolver were $753 and $956, respectively, as of June 30, 2025. The amounts are included in other non-current assets in the Company's consolidated balance sheets. The Company amortizes these costs over the life of the related debt.

On May 15, 2024, the Credit Parties and SLR entered into the First Amendment to the SLR Credit Agreement (the "First Amendment"), pursuant to which SLR, among other things, (1) waived any required prepayments on the SLR Revolver from the proceeds from the Company's May Private Placement (as defined herein) (see Note 7, Equity), (2) required that the Credit Parties (as defined in the SLR Credit Agreement) retain a financial advisor to assist in preparing the Company's projections, (3) increased the minimum excess availability covenant following the May Private Placement, (4) amended the definition of borrowing base (as defined in the SLR Credit Agreement), and (5) amended certain post-closing obligations.

On August 19, 2024, the Credit Parties and SLR entered into the Second Amendment, which, among other things, required that the Company raise $2,000 in additional capital. To raise the capital, the Company entered into convertible subordinated notes, as described below, raising an aggregate of $2,050. In addition, (1) SLR waived non-compliance with the financial covenants as of June 30, 2024, (2) modified the financial covenants through December 31, 2025, (3) ended a requirement to engage a financial advisor, (4) increased the Applicable Margin from 5.25% to 5.75%, and (5) waived any required prepayments from the proceeds from the convertible subordinated notes financing.

On November 14, 2024, the Credit Parties and SLR entered into the Third Amendment to the SLR Credit Agreement (the "Third Amendment"), which, among other things, required that the Company raise at least $7,500 of additional capital by November 29, 2024. On November 27, 2024, the deadline was extended to December 3, 2024. In addition, the Third Amendment (1) waived non-compliance with the financial covenants as of September 30, 2024, (2) extended the duration of the call protection applicable to the loans, and (3) modified the cash dominion provisions to remain in effect on an indefinite basis.

On March 10, 2025, the Credit Parties and SLR entered into the Fourth Amendment to the SLR Credit Agreement, (the "Fourth Amendment") which, among other things, required that the Company raise at least $5,000 of additional capital by March 20, 2025. In addition, SLR (1) waived non-compliance with the financial covenants as of December 31, 2024, (2) extended the duration of the call protection applicable to the loans, and (3) modified the financial covenants through December 31, 2025.

As of June 30, 2025, the Company was not in compliance with its financial covenants under the SLR Credit Agreement which would have resulted in an event of default. On August 15, 2025, the Credit Parties and SLR entered into the Fifth Amendment to the SLR Credit Agreement, (the "Fifth Amendment") which, among other things, required that the Company raise at least $8,500 of additional capital by August 19, 2025. On August 19, 2025, the Company entered into securities purchase agreements for approximately $10.3 million in equity capital, expected to close on August 19, 2025. See Note 12, Subsequent events, for further details. In addition, SLR (1) waived non-compliance with the financial covenants as of June 30, 2025 and (2) modified the financial covenants for the periods through August 31, 2026.

If, during any fiscal quarter, the Company does not comply with any of its financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. In such case, the Company would not have sufficient funds to repay the SLR Term Loan under the SLR Credit Agreement and any outstanding balance on the SLR Revolver. As a result of the foregoing, all borrowings under the Credit Agreement have been classified as current as of June 30, 2025.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

Note Payable

On March 17, 2024, Fluent, LLC entered into a junior secured promissory note (the "Note Payable") with Freedom Debt Relief, LLC ("FDR") in the principal amount of $2,000 in connection with the Berman Settlement Agreement (as defined herein) (see Note 10, Contingencies). The Note Payable bears interest equal to one-month CME Term SOFR (defined as the rate published by the CME Group Benchmark Administration Limited) plus 11.0% per annum, compounded quarterly. The opening interest rate of the Note Payable was 16.32% (SOFR +11%), which changed to 15.32% (SOFR + 11%) as of June 30, 2025.

A maximum of $1,000 of the borrowings under the Note Payable are secured by substantially all of the assets of Fluent, LLC. This security interest is subordinate to the security interest under the SLR Credit Agreement.

The Note Payable matures on March 31, 2026 and interest is payable quarterly. Scheduled principal amortization of the Note Payable is $250 per quarter, which commenced with the fiscal quarter ended June 30, 2024, but was subsequently paid upon receipt of the invoice from FDR and applied as of July 17, 2024.

Convertible Notes with related parties

On August 19, 2024, the Company entered into a securities purchase agreement (the "Notes Purchase Agreement") with certain of the Company's officers and directors and the largest stockholder (the "Note Purchasers") to sell convertible subordinated promissory notes (the "Convertible Notes") in aggregate principal amount of $2,050. The Convertible Notes mature on April 2, 2029, and bear interest at 13% per annum payable. Subject to certain payment conditions in the Subordination Agreement (as defined below), the Company may pay interest quarterly in kind or in cash beginning December 31, 2024 and may prepay the Convertible Notes in whole or in part at any time upon ten days’ written notice.

Each holder of a Convertible Note is entitled to convert the Conversion Amount (as defined below) into shares of the Company's common stock at a conversion price equal to the lesser of (i) $3.01, and (ii) the greater of (A) the consolidated closing bid price of the Company's common stock as reported on Nasdaq on the applicable conversion date and (B) $1.00, in each case subject to adjustments for stock splits, recapitalizations and the like. The “Conversion Amount” is the sum of all or any portion of the outstanding principal amount of the Convertible Note, as designated by the holder upon exercise of its right of conversion, plus all accrued and unpaid interest. The Convertible Notes were subject to additional limits on conversion until stockholder approval was obtained on June 18, 2025.

In connection with the Second Amendment and the Notes Purchase Agreement, the Company and SLR entered into a Second Amendment Subordination Agreement with each purchaser of the Convertible Notes on August 19, 2024 (the "Subordination Agreements"). The Subordination Agreements confirm the subordinated nature of the Convertible Notes and restrict payments to and remedies of the holders of the Convertible Notes for so long as the SLR Credit Agreement has indebtedness outstanding. The Subordination Agreements provide that the Company may not make any payment of principal or interest on the Convertible Notes unless certain conditions are met.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

The Convertible Notes are accounted for at fair value due to the election of the fair value option ("FVO") in accordance with ASC 825, Financial Instruments ("ASC 825"). Within ASC 825, the FVO can be elected for debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. Notwithstanding, ASC 825-10-15-4 provides for the FVO election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

Within ASC 825-10-45-5, the estimated fair value adjustments are recognized as a component of other comprehensive income with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) within the consolidated statement of operations. As then provided by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the consolidated statements of operations, as the Company concluded that the change in fair value of the Convertible Notes was not attributable to instrument specific credit risk. The Company then elected to not present the interest expense for the Convertible Notes separately.

The initial fair value was determined to be greater than the principal balance of the Convertible Notes. The Company noted that the transaction was entered into with certain of the Company's officers and directors and the largest stockholder and was required under the Second Amendment for liquidity needs. Further, the Company reviewed the valuation and determined it was appropriate. As a result, based on ASC 825-10, the Company recorded a day one unrealized loss on the Convertible Notes of $2,110.

As of June 30, 2025, the principal balance of the Convertible Notes was $2,289, with a fair value of $3,322. The Company recognized an additional decrease in fair value of $478 and $398 for the three and six months ended June 30, 2025, respectively, which was recognized in other income (loss) from operations. For the six months ended June 30, 2025, accrued interest was paid in kind.

Maturities

As of June 30, 2025, scheduled future maturities of the Company's debt are as follows, not reflective of the debt being accelerated as noted in Note 1:

Year |  | June 30, 2025 |
Remainder of 2025 |  | $ | 750 |
2026 |  |  | 250 |
2027 |  |  | — |
2028 |  |  | — |
2029 |  |  | 22,289 |
Total maturities |  | $ | 23,289 |

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

5. Fair Value Measurements

The fair value of the Company's cash, cash equivalents, current restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

Restricted cash

Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on October 10, 2018 for office space in New York City. On April 15, 2025, the Company received the landlord’s consent for the second amendment to its sublease, which reduced the subleased premises and payments, effective March 19, 2025. The consent also approved the extension of the sublease term by four years, effective April 15, 2025. In connection with this lease agreement, the Company recorded $710 in non-current restricted cash as of June 30, 2025, and $1,255 in current restricted cash as of December 31, 2024, on the consolidated balance sheets. The Company also recorded $1,673 as current restricted cash on the consolidated balance sheets as of June 30, 2025 related to the SLR Credit Agreement (as defined below in Note 4, Long-term debt, net).

As of June 30, 2025, the Company regards the fair value of its long-term debt to approximate its carrying value.

The following tables present the Company’s fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:

|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Restricted cash |  | $ | 2,383 |  |  |  | — |  |  |  | — |  |  | $ | 1,255 |  |  |  | — |  |  |  | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long term debt, net(1) |  |  | — |  |  |  | 21,000 |  |  |  | — |  |  |  | — |  |  |  | 33,045 |  |  |  | — |
Convertible Notes with related parties |  |  | — |  |  |  | — |  |  |  | 3,322 |  |  |  | — |  |  |  | — |  |  |  | 3,720 |
Contingent consideration in connection with TAPP(2) |  |  | — |  |  |  | — |  |  |  | 17 |  |  |  | — |  |  |  | — |  |  |  | 988 |

(1) | Inclusive of the credit facilities and note payable. The debt fair value does not include debt issuance costs or debt discount. See Note 4, Long-term debt, net.

(2) | Balance recorded in accrued expenses and other current liabilities with changes to the balance as a result of adjustment of the fair value related to the initial discount rate and payments made. See Note 11, Variable Interest Entity, for initial assumptions of the fair value.

Convertible Notes with related parties

The Company issued the Convertible Notes on August 19, 2024 and elected the fair value option. See Note 4, Long-term debt, net. The following is a reconciliation of the fair value from December 31, 2024 to June 30, 2025:

|  | Amount |
Fair value as of December 31, 2024 |  | $ | 3,720 |
Gain on change in fair value reported in the consolidated statements of operations |  |  | (398 | )
Fair value as of June 30, 2025 |  | $ | 3,322 |

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

As the Convertible Notes mature on April 2, 2029, and bear interest at 13% per annum paid in kind but may be converted into shares of the Company’s common stock (the "call option"), the estimated fair value is computed as the sum of (a) the present value of the expected interest and principal payments using the discounted cash flow method based on an estimated discount rate and (b) the fair value of the call option computer using the Black-Scholes model. Both approaches are based on the following assumptions:

Assumptions |  | June 30, 2025 |
Face value of principal payable |  | $ | 2,289 |
Strike price |  |  | 3.01 |
Value of common stock |  |  | 2.00 |
Expected term (years) |  |  | 3.8 |
Volatility |  |  | 79.0 | %
Risk free rate |  |  | 3.8 | %
Discount rate |  |  | 16.4 | %

Contingent Consideration

In connection with the contingent consideration received related to the initial consolidation of TAPP, the Company had to determine the fair value of the identified assets acquired and liabilities assumed. The Company determined that the estimated fair value of the net assets acquired, excluding the net working capital, was a Level 3 measurement, as certain inputs to determine fair value were unobservable.

|  | Amount |
Fair value as of December 31, 2024 |  | $ | 988 |
Adjustment to compensation expense |  |  | 17 |
Payment of compensation expense |  |  | (988 | )
Fair value as of June 30, 2025 |  | $ | 17 |

The fair value of certain long-lived non-financial assets and liabilities may be required to be measured on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. As of June 30, 2025, certain non-financial assets have been measured at fair value subsequent to their initial recognition. The Company determined the estimated fair value to be a Level 3 measurement, as certain inputs used to determine fair value are unobservable. See Note 1(f), Goodwill.

6. Income taxes

The Company is subject to federal and state income taxes in the United States. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate ("AETR"). The Company updates its estimated AETR on a quarterly basis and, if the estimate changes, a cumulative adjustment is made.

As of June 30, 2025 and December 31, 2024, the Company recorded a full valuation allowance against net deferred tax assets and intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or a portion of these valuation allowances. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release may be recorded. However, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

For the six months ended June 30, 2025, the Company's effective income tax rate of negative 0.8% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance. For the six months ended June 30, 2024, the Company's effective income tax rate of 0.8% primarily represents state and local tax expense and losses for which no tax benefit was recognized.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances, and information available as of the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company's financial statements.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB Act”) was enacted, introducing amendments to U.S. tax laws with various effective dates from 2025 to 2027. The Company is currently assessing the implications of these tax law changes and does not expect that they will have a material impact on its financial statements in the current year. Since the OBBB Act was enacted subsequent to the Company’s balance sheet date, the Company’s tax provision for the three and six months ended June 30, 2025, does not incorporate the effects of these tax law changes.

7. Equity

Common stock

Effective at 6:00 p.m. Eastern Time on April 11, 2024, every six shares of common stock issued and outstanding or held by the Company in treasury stock were combined and reclassified into one share of common stock (the “Reverse Stock Split”). The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from 81,571,864 shares to 13,660,598 shares and reduced the issued shares of common stock held by the Company in treasury stock from 4,611,569 shares to 768,595 shares. The common stock began trading on a reverse split-adjusted basis at the opening of trading on The Nasdaq Capital Market on April 12, 2024, under the same symbol (FLNT) with a new CUSIP number (34380C 201).

As of June 30, 2025 and December 31, 2024, the number of issued shares of common stock was 25,037,334 and 20,791,431, respectively, which included shares of treasury stock of 768,595 and 768,595, respectively.

For the six months ended June 30, 2025, the increase in the number of issued shares of common stock was the result of the exercise of pre-funded warrants for 3,928,073 shares, as described below, and 317,830 shares of common stock issued upon vesting of RSUs, in which no shares of common stock were withheld to cover statutory taxes upon such vesting.

Registered direct offering

On November 29, 2024, the Company entered into securities purchase agreements (the "Registered Direct Purchase Agreements") with certain pre-existing institutional investors (the "Registered Direct Investors"), pursuant to which the Company agreed to sell to such investors an aggregate of 2,483,586 shares of common stock of the Company, par value $0.0005 per share (the "Registered Direct Offering"). The Registered Direct Offering was made pursuant to the Company's shelf registration statement on Form S- 3, which was declared effective by the SEC September 9, 2024.

In connection with the Registered Direct Offering, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with ThinkEquity LLC, as the placement agent (the "Placement Agent"), for the sale of 1,943,676 shares of common stock to the Registered Direct Investors. Pursuant to the Placement Agency Agreement, the Company, among other things, paid the Placement Agent a cash fee equal to 4% of the gross proceeds raised in the Registered Direct Offering by an investor making an investment of $4,500.

The Registered Direct Offering closed on December 2, 2024, with aggregate gross proceeds totaling $5,750, before deducting offering expenses payable by the Company of $562, including the Placement Agent fee. The Company has used the net proceeds from the Registered Direct Offering for general corporate purposes, which included capital expenditures, working capital and general and administrative expenses.

Private equity securities offerings

On May 13, 2024, the Company entered into securities purchase agreements (the "May 2024 Purchase Agreements") with certain accredited or sophisticated investors (the "May 2024 Purchasers"), all of whom were related parties, pursuant to which the Company sold pre-funded warrants (the "May 2024 PFWs") to purchase up to 2,955,084 shares of the Company's common stock, at a purchase price of $3.384 per May 2024 PFW (the "May 2024 Private Placement"). The May 2024 Purchasers included three officers and/or directors and the largest stockholder of the Company. No underwriting discounts or commissions were paid with respect to the May 2024 Private Placement.

The aggregate gross proceeds for the May 2024 Private Placement totaled $10,000, before deducting offering expenses payable by the Company of $100. The May 2024 PFWs, which terminated when exercised in full, had an exercise price of $0.0005 per share of common stock and became immediately exercisable upon stockholder approval. Stockholder approval of the May 2024 Private Placement was obtained on July 2, 2024, at a special meeting of the Company's stockholders.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

On November 29, 2024, the Company entered into securities purchase agreements (the "December 2024 Purchase Agreements") with certain accredited or sophisticated investors (the "December 2024 Purchasers"), all of whom were related parties, pursuant to which the Company agreed to sell to the December 2024 Purchasers unregistered pre-funded warrants (the "December 2024 PFWs") to purchase up to 1,187,802 shares of the Company’s common stock, at a purchase price of $2.3147 per December 2024 PFW and an exercise price of $0.0005 per share of common stock (the "December Private Placement"). The December 2024 Purchasers consisted of three officers and/or directors and the Company's largest stockholder of the Company. No underwriting discounts or commissions were paid with respect to the December Private Placement.

The Company closed the December 2024 Private Placement on December 2, 2024, with aggregate gross proceeds totaling $2,750 from the sale of the December 2024 PFWs, before deducting offering expenses payable by the Company of $22. The Company's largest stockholder exercised its warrant on December 9, 2024. The December 2024 PFWs purchased by three officers and/or directors of the Company were subject to stockholder approval, which was obtained on June 18, 2025, and terminated when exercised in full. The officers and/or directors exercised their December 2024 PFWs on June 24, 2025.

On March 19, 2025, the Company entered into securities purchase agreements (the "March 2025 Purchase Agreements") with certain accredited or sophisticated investors (the "March 2025 Purchasers"), all of whom were related parties, pursuant to which the Company sold to the March 2025 Purchasers unregistered pre-funded warrants (the "March 2025 PFWs") to purchase up to 2,332,104 shares of the Company's common stock, at a purchase price of $2.174 per March 2025 PFW and an exercise price of $0.0005 per share of common stock (the "March 2025 Private Placement"). The March 2025 Purchasers consisted of three officers and/or directors of the Company, the Company's largest stockholder, and an institutional investor. No underwriting discounts or commissions were paid with respect to the March 2025 Private Placement.

The aggregate gross proceeds totaled $5,070, before deducting offering expenses payable by the Company of $70. The Company's largest stockholder and an institutional investor exercised their March 2025 PFWs on March 20, 2025. The March 2025 PFWs purchased by the three officers and/or directors of the Company were subject to stockholder approval, which was obtained on June 18, 2025, and terminated when exercised in full. The officers and/or directors exercised their March 2025 PFWs on June 24, 2025.

On May 15, 2025, the Company entered into securities purchase agreements (the "May 2025 Purchase Agreements") with certain accredited or sophisticated investors (the "May 2025 Purchasers"), all of whom were related parties, pursuant to which the Company sold to the May 2025 Purchasers (i) unregistered pre-funded warrants (the "May 2025 PFWs") to purchase up to 1,829,956 shares of the Company’s common stock, and (ii) unregistered warrants (the "May 2025 Common Stock Warrants") to purchase up to 1,829,956 shares of the Company’s common stock. The May 2025 PFWs had a purchase price of $2.1995, have an exercise price of $0.0005 per share of common stock, will be immediately exercisable after stockholder approval and will terminate when exercised in full. The May 2025 Common Stock Warrants have an exercise price of $2.20 and will expire three years from the issuance date. The May 2025 Purchasers consisted of four officers and/or directors, the Company’s largest stockholder, and institutional investors or others for whom they have or share beneficial ownership. No underwriting discounts or commissions were paid with respect to the May 2025 offering.

The aggregate gross proceeds totaled $4,025, before deducting offering expenses payable by the Company of $54. The allocation of the fair values was $2,671 for the May 2025 PFW and $1,354 for the May 2025 Common Stock Warrants. The Company's largest stockholder exercised its May 2025 PFWs on May 19, 2025. The May 2025 PFWs purchased by the four officers and/or directors of the Company will be immediately exercisable after stockholder approval of the transactions contemplated by the May 2025 Purchase Agreements and will terminate when exercised in full.

The Company is obligated to use its reasonable best efforts to obtain such stockholder approval of the exercise of the officers and/or directors May 2025 PFWs, no later than the 2026 annual meeting of stockholders. In connection with the offering, on May 15, 2025, the Company entered into support agreements (the “Support Agreements”) with the May 2025 Purchasers, pursuant to which the purchasers agreed to vote their beneficially owned shares of the Company’s common stock in favor of certain actions requiring Stockholder Approval (as defined in the Support Agreements) and against any proposal or any other corporate action or agreement that would result in a breach by the Company of the May 2025 Purchase Agreements or impede, delay, or otherwise adversely affect the consummation of the transactions contemplated by the May 2025 Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the May 2025 Purchase Agreements.

As of June 30, 2025, an aggregate of 3,928,073 of the December 2024 PFWs, March 2025 PFWs, and May 2025 PFWs had been exercised. As of December 31, 2024, all of the May 2024 PFWs and 647,892 of the December 2024 PFWs had been exercised.

The issuance of the March 2025 PFWs and May 2025 PFWs was reflected in the Company's stockholder's equity within common stock and additional paid-in-capital as of June 30, 2025. In accordance with ASC 815-40, Derivatives and Hedging, a contract is classified as an equity agreement if it is both indexed to its own stock and classified in stockholder's equity in its financial position. The May 2024 PFWs, December 2024 PFWs, and March 2025 PFWs met the requirements of being classified as equity because (i) they had a fixed share limit and the Company had sufficient authorized and unissued shares, (ii) they required physical or net share settlement, and (iii) no cash payments or settlement top-off was required by the Company.

​​​​​​

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Common stock warrants

As of June 30, 2025 and December 31, 2024, the Company had 1,829,956 and 0 common stock warrants outstanding, respectively. The Company determined that the detachable common stock warrants issued in connection with the May 2025 Purchase Agreements met the definition of freestanding financial instruments and qualified for classification as permanent equity under applicable accounting guidance. As the common stock warrants were issued in conjunction with the pre-funded warrants, the proceeds have been allocated to each using the relative fair value method, and recorded as a component of additional paid-in-capital as of the issuance date. Each warrant has an exercise price of $2.20 and will expire three years from the issuance date. These warrants are included in the diluted earnings per share calculation when they are in-the-money and dilutive, as their features are considered participatory in nature. See Note 2, Income (loss) per share for further detail.

Treasury stock

As of June 30, 2025 and December 31, 2024, the Company held shares of treasury stock of 768,595 and 768,595, respectively, with a cost of $11,407 and $11,407, respectively.

The Company's share-based incentive plans allow employees the option to either make a cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock may be taken into treasury stock by the Company or sold on the open market. For the six months ended June 30, 2025, no shares of common stock were withheld to cover statutory taxes owed by certain employees for this purpose. See Note 8, Share-based compensation.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

8. Share-based compensation

On June 8, 2022, the stockholders of the Company approved the Fluent, Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan") that authorized for issuance 2,570,421 shares of the Company's common stock. The 2022 Plan was amended on June 18, 2025 at the Company’s annual meeting of stockholders which approved an increase of the number of shares of common stock authorized for issuance under the 2022 Plan by 2,000,000 shares. As of June 30, 2025, the Company had 2,378,672 shares of common stock available for grants pursuant to the 2022 Plan, which includes 328,517 shares of common stock previously available for issuance under the 2018 Stock Incentive Plan.

The primary purpose of the 2022 Plan and prior plans is to attract, retain, reward, and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company. In October 2022, the Company issued to certain of its senior officers and employees, RSUs (time-based vesting), long-term incentive grants (performance and time-based vesting RSUs), or performance share units ("PSUs") (achievement of performance targets settled in cash) under the 2022 Plan.

Stock options

The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on February 1, 2019, December 20, 2019, March 1, 2020, and March 1, 2021. Subject to continuing service, 50% of the stock options will vest if the Company's stock price remains above 125%, 133.33%, 133.3% and 133.33%, respectively, of the exercise prices for twenty consecutive trading days, and the remaining 50% of the stock options will vest if the Company's stock price remains above 156.25%, 177.78%, 177.78% and 177.78%, respectively, of the exercise prices for twenty consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date.

As of June 30, 2025, the first condition for the stock options issued on February 1, 2019, December 20, 2019 and March 1, 2020 had been met and the second condition for the stock options issued on December 20, 2019 and March 1, 2020 had been met. Any stock options that remain unvested as of the fifth anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

Issuance Date |  | February 1, 2019 |  |  | December 20, 2019 |  |  | March 1, 2020 |  |  | March 1, 2021 |
Fair value lower range |  | $ | 16.86 |  |  | $ | 9.48 |  |  | $ | 8.76 |  |  | $ | 26.04 |
Fair value higher range |  | $ | 17.16 |  |  | $ | 9.66 |  |  | $ | 8.94 |  |  | $ | 26.58 |
Exercise price |  | $ | 28.32 |  |  | $ | 15.36 |  |  | $ | 13.98 |  |  | $ | 37.98 |
Expected term (in years) |  |  | 1.0 - 1.3 |  |  |  | 1.0 - 1.6 |  |  |  | 1.0 - 1.5 |  |  |  | 1.0 - 1.3 |
Expected volatility |  |  | 65 | % |  |  | 70 | % |  |  | 70 | % |  |  | 80 | %
Dividend yield |  |  | — | % |  |  | — | % |  |  | — | % |  |  | — | %
Risk-free rate |  |  | 2.61 | % |  |  | 1.85 | % |  |  | 1.05 | % |  |  | 1.18 | %

On September 9, 2024, the Compensation Committee of the Company's Board of Directors approved the grant of stock options to the Company's Chief Financial Officer in connection with his employment agreement. Subject to his continuing service, 50% of the stock options will vest if the average closing price of the Company's common stock is equal to three times the exercise price for ten consecutive trading days, and the remaining 50% of the shares subject to these stock options will vest if the average closing price of the Company's common stock is equal to five times the exercise price for ten consecutive trading days. Notwithstanding the foregoing, the options will immediately vest upon the occurrence of certain conditions such as a change in control. The fair value of the stock option granted was estimated at the trading day of the date of the grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair value for the award is summarized below:

Issuance Date |  | September 9, 2024 |
Fair value lower range |  | $ | — |
Fair value higher range |  | $ | 15.59 |
Exercise price |  | $ | 2.75 |
Expected term (in years) |  |  | 3.0 - 4.3 |
Expected volatility |  |  | 65 | %
Dividend yield |  |  | — | %
Risk-free rate |  |  | 3.7 | %

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

For the six months ended June 30, 2025, details of stock option activity were as follows:

|  | Number of options |  |  | Weighted average exercise price per share |  |  | Weighted average remaining contractual term (in years) |  |  | Aggregate intrinsic value |
Outstanding as of December 31, 2024 |  |  | 397,667 |  |  | $ | 18.33 |  |  |  | 6.2 |  |  | $ | — |
Granted |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | (66,000 | ) |  |  | — |  |  |  | — |  |  |  | — |
Outstanding as of June 30, 2025 |  |  | 331,667 |  |  | $ | 16.35 |  |  |  | 6.1 |  |  | $ | — |
Options exercisable as of June 30, 2025 |  |  | 183,001 |  |  | $ | 25.03 |  |  |  | 3.8 |  |  | $ | — |

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company's common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date.

For the six months ended June 30, 2025, the unvested balance of stock options was as follows:

|  | Number of stock options |  |  | Weighted average exercise price per share |  |  | Weighted average remaining contractual term (in years) |
Unvested as of December 31, 2024 |  |  | 148,666 |  |  | $ | 5.66 |  |  |  | 9.4 |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |  |  |  | — |
Vested |  |  | — |  |  |  | — |  |  |  | — |
Unvested as of June 30, 2025 |  |  | 148,666 |  |  | $ | 5.66 |  |  |  | 9.4 |

Compensation expense recognized for stock options was $18 and $1 for the three months ended June 30, 2025 and 2024, respectively, and $37 and $1 for the six months ended June 30, 2025 and 2024,respectively, was recognized in product development and general and administrative expenses in the consolidated statements of operations. As of June 30, 2025, there was $203 of unrecognized share-based compensation with respect to outstanding stock options.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

Restricted stock units and restricted stock

For the six months ended June 30, 2025, details of unvested RSU activity were as follows:

|  | Number of units |  |  | Weighted average grant-date fair value |
Unvested as of December 31, 2024 |  |  | 801,525 |  |  | $ | 20.72 |
Granted |  |  | 419,101 |  |  |  | 2.72 |
Vested and delivered |  |  | (317,830 | ) |  |  | — |
Withheld as treasury stock (1) |  |  | — |  |  |  | — |
Vested not delivered (2) |  |  | (398 | ) |  |  | 8.77 |
Forfeited |  |  | (66,005 | ) |  |  | 4.25 |
Unvested as of June 30, 2025 |  |  | 836,393 |  |  |  | 24.68 |

(1) | As discussed in Note 7, Equity, the treasury stock relates to shares withheld to cover statutory withholding taxes upon the delivery of shares following the vesting of RSUs. As of June 30, 2025, there were 768,595 outstanding shares of treasury stock.

(2) | Vested not delivered represents vested RSUs with delivery deferred to a future time. For the six months ended June 30, 2025, there was a change in the vested not delivered balance due to a net 398 shares that were deferred due to timing of delivery of certain shares, of which no shares had elected deferred delivery. As of June 30, 2025, 286,497 outstanding RSUs were vested not delivered.

Compensation expense recognized for RSUs of $321 and $433 for the three months ended June 30, 2025 and 2024, respectively, and $651 and $1,051 for the six months ended June 30, 2025 and 2024, respectively, was recorded in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets, net in the consolidated balance sheets. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of June 30, 2025, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to $2,186, which is expected to be recognized over a weighted average period of 2 years.

For the three and six months ended June 30, 2025 and 2024, share-based compensation for the Company's stock options, RSUs, and common stock awards were allocated to the following accounts in the consolidated financial statements:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Sales and marketing |  | $ | 28 |  |  | $ | 57 |  |  | $ | 52 |  |  | $ | 141 |
Product development |  |  | 36 |  |  |  | 55 |  |  |  | 82 |  |  |  | 100 |
General and administrative |  |  | 267 |  |  |  | 311 |  |  |  | 537 |  |  |  | 782 |
Share-based compensation expense |  |  | 331 |  |  |  | 423 |  |  |  | 671 |  |  |  | 1,023 |
Capitalized in intangible assets |  |  | 8 |  |  |  | 11 |  |  |  | 17 |  |  |  | 29 |
Total share-based compensation |  | $ | 339 |  |  | $ | 434 |  |  | $ | 688 |  |  | $ | 1,052 |

As of June 30, 2025 and December 31, 2024, the Company recorded a liability of $25 and $29, respectively, related to PSUs that are to be settled in cash.

9. Segment information

The Company identifies operating segments as components of an entity for which discrete financial information is available and are regularly reviewed by the Chief Executive Officer, who is the Company’s Chief Operating Decision Maker ("CODM"), who has final authority in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is earnings before interest, taxes, depreciation and amortization ("EBITDA"). The use of EBITDA as a financial metric provides management and investors with a clearer view of the core business performance and profitability, excluding the effects of financing and other non-operational expenses.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

As of June 30, 2025, the Company had three operating segments: a) "Fluent", which is Owned and Operated and Commerce Media Solutions revenue, b) "Call Solutions", and c) "AdParlor." The Company determined that there was one reportable segment, "Fluent," for the purposes of segment reporting. The Fluent reporting segment combines Fluent with the Call Solutions operating segment. This reporting unit works with advertisers to then bring consumers to their products through multiple media channels and earn revenue when a consumer completes an action as agreed upon with the advertisers. The "All Other" segment represents the operating results of AdParlor, LLC, which mainly performs media buying, and those businesses sold or in run-off, which are included for purposes of reconciliation of the respective balances below to the consolidated financial statements.

The Company determined its segments based on revenue sources and its agreements with advertisers. Some advertisers span multiple segments, which are managed consistently with shared management.

As of December 31, 2024, the Company adopted ASU 2023-07. Accordingly, the segment disclosures provided have been updated in accordance with the current presentation and accounting standard requirements. The significant expense categories and amounts align with the segment-level information that is regularly provided to and used by the CODM in evaluating performance and EBITDA profitability and were identified as a) cost of revenue b) salaries and benefits, c) professional fees, and d) IT and software.

The Company does not allocate certain shared expenses such as interest expense and other non-recurring items. The allocation methodology is regularly assessed, evaluated and subject to future changes.

Summarized financial information concerning the Company's segments for the three and six months ended June 30, 2025 and 2024 are shown in the following tables below, noting prior period amounts have been recast to conform to the Company's current period segment presentation:

|  | Three Months Ended June 30, |  |  | Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
|  | Fluent |  |  | All Other |  |  | Total |  |  | Fluent |  |  | All Other |  |  | Total |
Revenue(1): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
United States |  | $ | 27,897 |  |  | $ | 1,594 |  |  | $ | 29,491 |  |  | $ | 34,221 |  |  | $ | 3,585 |  |  | $ | 37,806 |
International |  |  | 15,215 |  |  |  | — |  |  |  | 15,215 |  |  |  | 20,911 |  |  |  | — |  |  |  | 20,911 |
Total segment revenue |  | $ | 43,112 |  |  | $ | 1,594 |  |  | $ | 44,706 |  |  | $ | 55,132 |  |  | $ | 3,585 |  |  | $ | 58,717 |
Costs of revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue (exclusive of depreciation and amortization) |  |  | 34,301 |  |  |  | 125 |  |  |  | 34,426 |  |  |  | 43,014 |  |  |  | 3,095 |  |  |  | 46,109 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and benefits |  |  | 7,343 |  |  |  | 930 |  |  |  | 8,273 |  |  |  | 9,144 |  |  |  | 2,357 |  |  |  | 11,501 |
Professional fees |  |  | 1,501 |  |  |  | 82 |  |  |  | 1,583 |  |  |  | 2,029 |  |  |  | 311 |  |  |  | 2,340 |
IT and software |  |  | 1,071 |  |  |  | 53 |  |  |  | 1,124 |  |  |  | 952 |  |  |  | 229 |  |  |  | 1,181 |
Other segment items(2) |  |  | 3,830 |  |  |  | 97 |  |  |  | 3,927 |  |  |  | 2,773 |  |  |  | 2,624 |  |  |  | 5,397 |
EBITDA |  | $ | (4,934 | ) |  | $ | 307 |  |  | $ | (4,627 | ) |  | $ | (2,780 | ) |  | $ | (5,031 | ) |  | $ | (7,811 | )
Depreciation and amortization |  |  | 2,424 |  |  |  | 55 |  |  |  | 2,479 |  |  |  | 2,299 |  |  |  | 268 |  |  |  | 2,567 |
Total (loss) income from operations |  | $ | (7,358 | ) |  | $ | 252 |  |  | $ | (7,106 | ) |  | $ | (5,079 | ) |  | $ | (5,299 | ) |  | $ | (10,378 | )
Reconciliation of profit or loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest Expense |  |  |  |  |  |  |  |  |  |  | (702 | ) |  |  |  |  |  |  |  |  |  |  | (1,015 | )
Fair value adjustment of Convertible Notes with related parties |  |  |  |  |  |  |  |  |  |  | 478 |  |  |  |  |  |  |  |  |  |  |  | — |
Loss on early extinguishment of debt |  |  |  |  |  |  |  |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  | (1,009 | )
Loss before income taxes |  |  |  |  |  |  |  |  |  | $ | (7,330 | ) |  |  |  |  |  |  |  |  |  | $ | (12,402 | )

(1) Revenue aggregation is based upon location of the customer.

(2) Balance includes sales and marketing expense, travel and entertainment expense, office overhead, restructuring and severance, goodwill impairment and impairment of intangible assets, and other operating costs.

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|  | Six Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
|  | Fluent |  |  | All Other |  |  | Total |  |  | Fluent |  |  | All Other |  |  | Total |
Revenue(1): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
United States |  | $ | 63,802 |  |  | $ | 2,983 |  |  | $ | 66,785 |  |  | $ | 69,320 |  |  | $ | 11,607 |  |  | $ | 80,927 |
International |  |  | 33,131 |  |  |  | — |  |  |  | 33,131 |  |  |  | 43,773 |  |  |  | — |  |  |  | 43,773 |
Total segment revenue |  | $ | 96,933 |  |  | $ | 2,983 |  |  | $ | 99,916 |  |  | $ | 113,093 |  |  | $ | 11,607 |  |  | $ | 124,700 |
Costs of revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue (exclusive of depreciation and amortization) |  |  | 78,033 |  |  |  | 168 |  |  |  | 78,201 |  |  |  | 85,331 |  |  |  | 8,126 |  |  |  | 93,457 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and benefits |  |  | 15,032 |  |  |  | 2,047 |  |  |  | 17,079 |  |  |  | 18,001 |  |  |  | 5,551 |  |  |  | 23,552 |
Professional fees |  |  | 3,660 |  |  |  | 164 |  |  |  | 3,824 |  |  |  | 4,113 |  |  |  | 576 |  |  |  | 4,689 |
IT and software |  |  | 2,257 |  |  |  | 145 |  |  |  | 2,402 |  |  |  | 1,932 |  |  |  | 470 |  |  |  | 2,402 |
Other segment items(2) |  |  | 7,163 |  |  |  | 489 |  |  |  | 7,652 |  |  |  | 6,298 |  |  |  | 3,495 |  |  |  | 9,793 |
EBITDA |  | $ | (9,212 | ) |  | $ | (30 | ) |  | $ | (9,242 | ) |  | $ | (2,582 | ) |  | $ | (6,611 | ) |  | $ | (9,193 | )
Depreciation and amortization |  |  | 4,830 |  |  |  | 110 |  |  |  | 4,940 |  |  |  | 4,387 |  |  |  | 751 |  |  |  | 5,138 |
Total loss from operations |  | $ | (14,042 | ) |  | $ | (140 | ) |  | $ | (14,182 | ) |  | $ | (6,969 | ) |  | $ | (7,362 | ) |  | $ | (14,331 | )
Reconciliation of profit or loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest Expense |  |  |  |  |  |  |  |  |  |  | (1,582 | ) |  |  |  |  |  |  |  |  |  |  | (2,430 | )
Fair value adjustment of Convertible Notes with related parties |  |  |  |  |  |  |  |  |  |  | 398 |  |  |  |  |  |  |  |  |  |  |  | — |
Loss on early extinguishment of debt |  |  |  |  |  |  |  |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  | (1,009 | )
Loss before income taxes |  |  |  |  |  |  |  |  |  | $ | (15,366 | ) |  |  |  |  |  |  |  |  |  | $ | (17,770 | )

(1) Revenue aggregation is based upon location of the customer.

(2) Balance includes sales and marketing expense, travel and entertainment expense, office overhead, restructuring and severance, goodwill impairment and impairment of intangible assets, and other operating costs.

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Total assets: |  |  |  |  |  |  |  |
Fluent |  | $ | 65,529 |  |  | $ | 84,373 |
All Other |  |  | 8,942 |  |  |  | 9,244 |
Total assets |  | $ | 74,471 |  |  | $ | 93,617 |

As of June 30, 2025, long-lived assets are all located in the United States.

For the six months ended June 30, 2025, 18.6% of the Company's consolidated revenue was earned from customers located in Israel.

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FLUENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands, except share and per share data)

(unaudited)

10. Contingencies

In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated.

On January 28, 2020, the Company received a Civil Investigative Demand from the Federal Trade Commission ("FTC") regarding compliance with the FTC Act and the Telemarketing Sales Rule. On July 17, 2023, the FTC and the Company filed a Joint Motion for Entry of Proposed Stipulated Order (the "FTC Consent Order") in the United States District Court for the Southern District of Florida. The FTC Consent Order was entered by the Court on August 11, 2023, and the escrow funds were released on August 15, 2023. On August 12, 2024, the Company filed its required compliance report.

The Company was involved in a Telephone Consumer Protection Act class action, Daniel Berman v. Freedom Financial Network, which was originally filed in the Northern District of California in 2018. On May 31, 2023, the parties entered into an Amended Class Action Settlement Agreement (the "Berman Settlement Agreement"), which included injunctive provisions and payment to plaintiffs of $9,750 for legal fees and a consumer redress fund, of which the Company was responsible for $3,100. The final approval of the Berman Settlement Agreement was filed on February 23, 2024. To satisfy its obligations under the Berman Settlement Agreement, the Company made a cash payment of $1,100 on March 15, 2024 and issued a junior secured promissory note in the principal amount of $2,000 payable to the co-defendant, FDR, as discussed in Note 4, Long-term debt, net.

11. Variable Interest Entity

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and as of the reporting date.

True North

On May 1, 2024, the Company and Caspian Ventures, LLC ("Caspian") entered into a membership interest purchase agreement pursuant to which the Company conveyed 100% of the membership interests of True North Loyalty, LLC and its direct and indirect subsidiaries (collectively, "True North") to Caspian (the "True North Conveyance"). True North is a subscription-based business that utilizes call center operations and other media channels to market third-party recurring revenue services to consumers. The deemed fair value of the consideration received was $989, which consisted of (i) the forgiveness of a $500 deferred payment owed by the Company in connection with the True North Acquisition on January 1, 2022, (ii) a share of the True North contribution margin after the closing until the Company has received an amount equal to the closing net working capital of approximately $168, and (iii) a continued share of the True North contribution margin of an additional amount at fair value of $321. The True North founder entered into an employment agreement in connection with the True North Acquisition has remained an employee of the Company after the closing of the True North Conveyance. The Company determined that True North did not meet the discontinued operations criterion under ASC 205-20, Discontinued Operations.

In accordance with ASC 810, Consolidation ("ASC 810"), the Company determined that True North was a VIE based upon the consideration to be received. Initially, the controlling member of Caspian remained a full-time employee of the Company and had the power to unilaterally make significant decisions at True North, so the Company determined that it was the primary beneficiary of Caspian and therefore should consolidate Caspian's operations going forward, under the de facto agent guidance. As a result, no gain or loss was to be recognized on the True North Conveyance. On September 1, 2024, however, Caspian’s operating agreement was amended to require the consent of multiple members rather than a majority interest for major decisions. As a result, the Company determined that it was no longer the primary beneficiary, and under ASC 810, True North was no longer consolidated as of September 1, 2024. No gain or loss was recognized as a result of the change at that time. As of December 31, 2024, True North had ceased operations and the remaining receivable was fully written off.

TAPP

As of January 9, 2023, the Company initially determined that TAPP qualifies as a VIE because it held a variable interest and was the primary beneficiary. This conclusion was based on the Company’s significant influence over TAPP’s key employees through their employment agreements and its role as the primary source of TAPP’s revenue. During the first quarter of 2025, TAPP’s key employee became a consultant to the Company. However, the Company concluded that it still had significant influence over TAPP, so the Company continued to consolidate TAPP's operations. As the Company did not have an equity interest in TAPP, 100% of the net assets and results of the operations of TAPP were attributable to non-controlling interests. On May 20, 2025, the Company entered into an updated agreement with the key employee and TAPP, terminating all prior agreements. As a result, the Company determined that it was no longer the primary beneficiary, and under ASC 810, TAPP was no longer being consolidated under ASC 810. The Company recognized a loss of $698 in general and administrative expenses in the consolidated statements of operations, mainly related to the write-off of the intangible assets, as discussed in Note 3, Intangible assets.

12. Subsequent events

Amendment to the SLR Credit Agreement

On August 15, 2025, the Credit Parties and SLR entered into the Fifth Amendment to the SLR Credit Agreement, (the "Fifth Amendment") which, among other things, required that the Company raise at least $8,500 of additional capital by August 19, 2025 (refer below for details on the capital raise). In addition, the Fifth Amendment waived non-compliance with the financial covenants as of June 30, 2025 and modified the financial covenants for the periods through August 31, 2026.

Private placement

On August 19, 2025, the Company entered into securities purchase agreements (the "August 2025 Purchase Agreements") with certain officers and/or directors of the Company (collectively, the “August 2025 Inside Investors”), and the largest stockholder of the Company and other accredited investors (collectively, together with the August 2025 Inside Investors, the “August 2025 Purchasers”), pursuant to which the Company agreed to sell to the August 2025 Purchasers (i) 3,542,856unregistered shares (the “August 2025 Shares”) of common stock, (i) unregistered pre-funded warrants (the “August 2025 Pre-Funded Warrants") to purchase up to 2,382,571 shares of the Company’s common stock, and (ii) unregistered warrants (the "August 2025 Common Stock Warrants") to purchase up to 5,871,427 shares of the Company’s common stock at a purchase price of (i) $1.75 per August 2025 Share and accompanying August 2025 Common Stock Warrant or (ii) $1.7495 per August 2025 Pre-Funded Warrant and accompanying August 2025 Common Stock Warrant (the “August 2025 Offering”). Each August 2025 Common Stock Warrant is exercisable for a period of five and one-half years from the date of issuance and may be exercised six months and one day from the date of issuance at an exercise price of $2.21 per share, subject to adjustment. Each August 2025 Pre-Funded Warrant has an exercise price of $0.0005 per share of common stock and will terminate when exercised in full. Notwithstanding the foregoing, any August 2025 Pre-Funded Warrant issued to August 2025 Inside Investors will be immediately exercisable after stockholder approval and will terminate when exercised in full. The August 2025 Inside Investors consisted of three officers and/or directors, and the Company’s largest stockholder, or others for whom they have or share beneficial ownership. Pursuant to the terms of an engagement letter (the “Engagement Letter”) dated as of July 21, 2025 between the Company and The Benchmark Company, LLC, a StoneX Company (“Benchmark”), the Company (i) will pay Benchmark a total cash fee equal to 7.0% of the aggregate gross proceeds of the August 2025 Offering; provided, however, that the fee shall be equal to 3.0% for certain pre-existing investors of the Company, and (ii) will reimburse Benchmark for certain expenses.

The gross proceeds from the offering is expected to be $10.3, before deducting placement agent fees and other expenses payable by the Company.

The Company is obligated to use its reasonable best efforts to obtain such stockholder approval of the exercise of the August 2025 Pre-Funded Warrants by August 2025 Inside Investors no later than the 60th calendar day after the closing date of the August 2025 Offering (the “August Stockholder Meeting Deadline”). If, despite the Company’s reasonable best efforts the stockholder approval is not obtained on or prior to the August Stockholder Meeting Deadline, the Company is required to cause additional stockholder meetings to be held. In connection with the August 2025 Offering, the Company entered into Support Agreements (the “August 2025 Support Agreements”) with the August 2025 Inside Investors, pursuant to which such purchasers agreed to vote shares of the Company's common stock beneficially owned by them in favor of certain actions subject to Stockholder Approval (as defined in the August Support Agreements Agreements) at any meeting of stockholders of the Company and to vote against or decline to consent to any proposal or any other corporate action or agreement that would result in a breach by the Company of the August 2025 Purchase Agreements or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the August 2025 Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the August 2025 Purchase Agreements.

Furthermore, in connection with the August 2025 Offering, on August 19, 2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the August 2025 Purchasers pursuant to which the Company is required to file a registration statement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement).

The closing of the sales of the securities under the August 2025 Purchase Agreements is expected to occur on August 19, 2025.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), about our expectations, beliefs, or intentions regarding our business, financial condition, results of operations, strategies, the outcome of litigation, or prospects. Forward-looking statements are those that do not relate strictly to historical or current matters, but instead relate to anticipated or expected events, activities, trends, or results as of the date they are made. These forward-looking statements can be identified by the use of terminology such as "anticipate," "believe," "estimate," "expect," "intend," "project," "will," or the negative thereof or other variations thereon or comparable terminology. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements , including, without limitation, those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on March 31, 2025 (the "2024 Form 10-K"), those contained in our Quarterly Reports on Form 10-Q (including this one), and such other factors contained in our other filings we make with the SEC. We do not undertake any obligation to update forward-looking statements, except as required by law and intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.
These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. The following discussion should be read in conjunction with the 2024 Form 10-K and the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

Overview

Fluent, Inc. ("we," "us," "our," "Fluent," or the "Company") is a commerce media solutions provider connecting top-tier brands with highly engaged consumers. Leveraging diverse 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. We primarily perform customer acquisition services by operating highly scalable digital marketing campaigns, through which we connect our advertiser clients with consumers they are seeking to reach.

We access these consumers through both our commerce media solutions marketplace ("Commerce Media Solutions"), and our owned and operated digital media properties ("O&O Sites"). Since the beginning of 2024, we have delivered data and performance-based customer acquisition services for over 400 consumer brands, direct marketers, and agencies across a wide range of industries, including Media & Entertainment, Financial Products & Services, Health & Life Sciences, Retail & Consumer, and Staffing & Recruitment.

We operate our Commerce Media Solutions on partner sites and mobile apps where we embed our proprietary ad-serving technology to identify and acquire consumers for our advertiser clients. Our technology is integrated at key moments in the consumer experience to capitalize on high engagement and improve conversion. For example, our post-transaction solution connects our advertisers to consumers on e-commerce websites and apps after a purchase or similar transaction. These syndicated Commerce Media Solutions generate meaningful income for our media partners, while driving high-quality customer acquisition for our advertiser clients. We sign agreements with our media partners with one to five year terms, typically remunerating them on a revenue share and/or impression basis.

We also attract consumers at scale to our O&O Sites primarily through promotional offers, through which consumers are rewarded for completing activities on our sites. When registering on our sites, consumers provide their name, contact information, and opt-in permission for telemarketing and email marketing. Approximately 90% of these users engage with our media on their mobile devices or tablets.

Once users have registered on our sites, we integrate our proprietary direct marketing technologies and analytics to engage them with surveys, polls, and other experiences, through which we learn about their lifestyles, preferences, and purchasing histories, among other matters. Based on these insights, we serve users targeted, relevant offers on behalf of our clients. As new users register and engage with our sites and existing registrants re-engage, the enrichment of our database expands our addressable advertiser client base and improves the effectiveness of our performance-based campaigns.

Since our inception, we have amassed a large, proprietary database of first-party, self-declared user information and preferences. We solicit our users' consent to be contacted by us and/or our advertisers via various contact methods including email, telephone, SMS/text, and push messaging. We then leverage their self-declared data in our array of performance offerings primarily in two ways: (1) to serve advertisements that we believe will be relevant to users based on the information they provide when they engage on our O&O Sites or other partner sites through our commerce media marketplace and (2) to provide our clients with users' contact information so that such clients may communicate with them directly. We may also leverage our existing technology and database to drive non-core revenue streams, including utilization-based models (e.g., programmatic advertising).

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Additionally, we operate a call center-supported performance marketplace ("Call Solutions") that provides live, call-based performance campaigns to help clients increase engagement. The Call Solutions business serves clients across an array of industries but has had a heavy focus on the health insurance sector.

Across our business, we generate revenue by delivering measurable marketing results to our clients. We differentiate ourselves from other marketing alternatives by our ability to provide clients with a cost-effective and measurable return on advertising spend ("ROAS"), a measure of profitability of sales compared to the money spent on ads, and to manage highly targeted and highly fragmented online media sources. We are predominantly paid on a negotiated or market-driven "per click," "per lead," or other "per action" basis that aligns with the customer acquisition cost targets of our clients. For our O&O Sites and Call Solutions business, we bear the responsibility and cost of acquiring consumers from media partners that ultimately generate qualified clicks, leads, calls, app downloads, or customers for our clients. Our Commerce Media Solutions business operates under exclusive long-term contracts with media partners that generally renumerate the partner on a revenue share basis. Notwithstanding occasional minimum guarantees, the business does not take significant media inventory risk.

Through AdParlor, LLC ("AdParlor"), our wholly owned subsidiary, we conduct our non-core business which offers advertiser clients a managed service for creator marketing and media buying on different social platforms.

Second Quarter Financial Summary

Three months ended June 30, 2025, compared to three months ended June 30, 2024:

• | Revenue decreased 24% to $44.7 million, compared to $58.7 million
• | Net loss was $7.2 million, or $0.30 per share, compared to net loss of $11.6 million or $0.75 per share
• | Gross profit (exclusive of depreciation and amortization) decreased 18% to $10.3 million, representing 23% of revenue for the three months ended June 30, 2025, from $12.6 million, representing 21% of revenue for the three months ended June 30, 2024
• | Media margin decreased 24% to $11.9 million, representing 26.7% of revenue for the three months ended June 30, 2025, from $15.7 million, representing 26.7% of revenue for the three months ended June 30, 2024
• | Adjusted EBITDA was negative $2.8 million, compared to negative $4.5 million
• | Adjusted net loss was $5.8 million, or $0.24 per share, compared to $7.3 million, or $0.47 per share

Six months ended June 30, 2025, compared to six months ended June 30, 2024:

• | Revenue decreased 20% to $99.9 million, compared to $124.7 million
• | Net loss was $15.5 million, or $0.68 per share, compared to net loss of $17.9 million or $1.11 per share
• | Gross profit (exclusive of depreciation and amortization) decreased 30% to $21.7 million, representing 22% of revenue for the six months ended June 30, 2025, from $31.2 million, representing 25% of revenue for the six months ended June 30, 2024
• | Media margin decreased 32% to $25.7 million, representing 25.7% of revenue for the six months ended June 30, 2025, from $37.8 million, representing 30.3% of revenue for the six months ended June 30, 2024
• | Adjusted EBITDA was negative $5.9 million, compared to negative $3.8 million
• | Adjusted net loss was $12.5 million, or $0.55 per share, compared to $11.5 million, or $0.72 per share

Media margin, adjusted EBITDA, and adjusted net income (loss) are non-GAAP financial measures. See "Definitions, Reconciliations and Uses of Non-GAAP Financial Measures" below.

Trends Affecting our Business

Development, Acquisition and Retention of High-Quality Targeted Media Traffic

Our legacy owned and operated business depends on identifying and accessing high quality media sources and on our ability to attract targeted users to our offers. As our business grew, we attracted larger and more sophisticated advertiser clients to our marketplaces. To further increase our value proposition to clients and to fortify our leadership position in the evolving regulatory landscape of our industry, we implemented a Traffic Quality Initiative ("TQI") in 2020 and established our Commerce Media Solutions business in 2023 to access more higher value consumers. Sourcing high quality traffic will remain a focus and part of a broader initiative to improve customer acquisition for our clients.

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Additionally, we have pursued strategic initiatives that enable us to grow revenue per consumer with existing user traffic volume by attracting users to our O&O Sites using email and SMS messages. In addition, we have focused on improved monetization of consumer traffic through improved customer relationship management that allows us to re-engage consumers who have registered on our O&O Sites. Through these initiatives, our business has become less dependent on the volume of users to generate revenue growth.

We believe that significant value has been, and will continue to be, created by improving the quality of consumers driven to our advertiser clients' offers. Better quality users lead to increased user participation rates and higher conversion rates for our clients, resulting in increased monetization, and ultimately increased revenue and media margin per consumer. Media margin, a non-GAAP measure, is the portion of gross profit (exclusive of depreciation and amortization) reflecting variable costs paid for media and related expenses and excluding non-media cost of revenue.

Since 2022, however, we have experienced challenges acquiring and maintaining traffic volume to our O&O Sites, primarily due to the Federal Trade Commission ("FTC") inquiry and resulting Joint Motion for Entry of Proposed Stipulated Order (the "FTC Consent Order") that mandated that we tighten our standards for media sourcing and put us at a competitive disadvantage to our competitors in the performance marketing market. Other factors that affected our traffic volume have included the volatility and attrition of affiliate supply sources, changes in search engine algorithms, social media pricing and policies, and email and text message blocking algorithms. In response to these challenges, we have invested in strategic and internal efforts to secure additional traffic from the growing influencer sector and to expand our ad network beyond our O&O Sites. However, these efforts have not fully offset the decrease in volume to our O&O Sites and increasing costs for acquiring that traffic, and as a result we have seen lower revenue and lower gross profit in our owned and operated business.

In 2023, we launched our Commerce Media Solutions business to access additional high value consumers for our advertiser clients and help media owners and ecommerce businesses generate additional revenue from their existing consumer traffic. Fluent’s Commerce Media Solutions embeds proprietary ad-serving technology in the post-action and post-transaction inventory on partner sites and mobile apps across a range of industries, including retail, ticketing, and quick service restaurants. In 2024, we served ads to over 100 million consumers in the post-action and post-transaction moment for top-tier publishers and brands. These consumers are the highest intent consumers and drive significantly higher ROAS for our advertiser clients than those from our O&O Sites. Because Commerce Media Solutions does not require us to source traffic to partner sites, it is not subject to the sourcing challenges that resulted from the FTC Consent Order. The mix and profitability of our media channels, strategies, and partners is likely to continue to be dynamic and reflect evolving market trends and the regulatory environment.

Trends & Seasonality

We deliver data and performance-based marketing executions to our clients across a wide range of industries, including Media & Entertainment, Financial Products & Services, Health & Life Sciences, Retail & Consumer, and Staffing & Recruitment. In 2024 and the first half of 2025, both data and performance-based spend were challenged by general economic uncertainty, but revenue declined largely due to media supply challenges in our O&O Sites, an ongoing effect of the FTC Consent Order on our owned and operated business, and declines related to the divestiture of the Company's subscription business in May 2024. For the full year ending December 31, 2025, we expect that the growth of our Commerce Media Solutions business will partially offset the year-over-year revenue decline in our owned and operated business related to continued media supply challenges and the declines related to the divestiture of the Company's subscription business in May 2024 and the discontinuation of our Affordable Care Act business in September 2024.

We continue to work with select advertiser clients to define high performing consumer segments on both our O&O Sites and Commerce Media Solutions marketplace and strategically price paid conversions accordingly. This initiative has helped clients drive higher ROAS and has driven increased spend from clients across the Media & Entertainment industry, which represents a large component of our revenue mix.

Our performance is subject to fluctuations related to seasonality and cyclicality in our clients' businesses and in media sources. Specifically, our retail specific media partners in our Commerce Media Solutions marketplace experience high seasonality based on fourth quarter consumer spending and our Call Solutions business benefits from Medicare open enrollment periods in the first and fourth quarters. Other factors affecting our business may include macroeconomic conditions that impact the digital advertising industry, the various client verticals we serve, and general market conditions.

While we were not directly impacted by the changes to U.S. tariff and trade policies, the second quarter of 2025 was characterized by continued media supply uncertainty in the O&O Sites marketplaces that has depressed gross profit in recent quarters. To confront these headwinds, we have made continued progress in driving the adoption of Commerce Media Solutions among enterprise media partners during the current quarter and anticipate securing additional long-term contracts as the market continues to expand. We observed a contraction in gross margin for Commerce Media Solutions in each of the first and second quarters of 2025 as we ventured into placements beyond post-transaction and offered early-term contract incentives on some longer-term contracts. We expect that as we improve monetization of newer placements and move beyond early-term incentives, gross margin will improve in Commerce Media Solutions and lift consolidated gross margin over time. We also continue to develop our ROAS program across additional segments of advertisers in an effort to gain additional allocations and pricing increases to help further improve our user monetization. While we do believe that a prolonged period of economic downturn could negatively influence both our advertiser spend and our commerce media traffic volumes, conversely, we believe it would drive accelerated media partner adoption of our Commerce Media Solutions.

Business Practices & Compliance

We have continued to be affected by slowed economic conditions and the impacts of the FTC Consent Order (as described in Note 10, Contingencies, in the Notes to the consolidated financial statements) on our O&O Sites and programmatic advertising business. The industry-leading compliance measures we implemented on our O&O Sites in response to such FTC Consent Order, in addition to the TQI, continue to negatively impact our revenues and gross profit.

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Current Economic Conditions

We are subject to risks and uncertainties caused by events with significant macroeconomic impacts. Inflation, rising interest rates, and reduced consumer confidence have caused our clients and their customers to be cautious in their spending. The full impact of these macroeconomic events and the extent to which these macro factors may impact our business, financial condition, and results of operations in the future remains uncertain. Considering the uncertain macro-economic environment, we continue to prioritize strategic investments that have near-term benefits to revenue while also streamlining our organization through targeted workforce reductions.

Please see Item 1A. Risk Factors in the 2024 Form 10-K —"Economic or political instability could adversely affect our business, financial condition, and results of operations," and "We are exposed to credit risks from our clients, and we may not be able to collect on amounts owed to us" for further discussion of the possible impact of unfavorable conditions on our business.

Definitions, Reconciliations and Uses of Non-GAAP Financial Measures

We report the following non-GAAP measures:

Media margin is defined as that portion of gross profit (exclusive of depreciation and amortization) reflecting variable costs paid for media and related expenses and excluding non-media cost of revenue. Gross profit (exclusive of depreciation and amortization) represents revenue minus cost of revenue (exclusive of depreciation and amortization). Media margin is also presented as a percentage of revenue.

Adjusted EBITDA is defined as net income (loss), excluding (1) income taxes, (2) interest expense, net, (3) depreciation and amortization, (4) share-based compensation expense, (5) loss on early extinguishment of debt, (6) goodwill impairment, (7) impairment of intangible assets, (8) fair value adjustment of Convertible Notes with related parties (see Note 4, Long-term debt, net), (9) acquisition-related costs, (10) restructuring and other severance costs, and (11) certain litigation and other related costs.

Adjusted net income (loss) is defined as net income (loss), excluding (1) share-based compensation expense, (2) loss on early extinguishment of debt, (3) goodwill impairment, (4) impairment of intangible assets, (5) fair value adjustment of Convertible Notes with related parties, (6) acquisition-related costs, (7) restructuring and other severance costs, and (8) certain litigation and other related costs. Adjusted net income (loss) is also presented on a per share (basic and diluted) basis.

Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization) for the three and six months ended June 30, 2025 and 2024, which we believe is the most directly comparable U.S. GAAP measure:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands, except percentages) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue |  | $ | 44,706 |  |  | $ | 58,717 |  |  | $ | 99,916 |  |  | $ | 124,700 |
Less: Cost of revenue (exclusive of depreciation and amortization) |  |  | 34,426 |  |  |  | 46,109 |  |  |  | 78,201 |  |  |  | 93,457 |
Gross profit (exclusive of depreciation and amortization) |  | $ | 10,280 |  |  | $ | 12,608 |  |  | $ | 21,715 |  |  | $ | 31,243 |
Gross profit (exclusive of depreciation and amortization) % of revenue |  |  | 23 | % |  |  | 21 | % |  |  | 22 | % |  |  | 25 | %
Non-media cost of revenue(1) |  |  | 1,663 |  |  |  | 3,057 |  |  |  | 3,959 |  |  |  | 6,561 |
Media margin |  | $ | 11,943 |  |  | $ | 15,665 |  |  | $ | 25,674 |  |  | $ | 37,804 |
Media margin % of revenue |  |  | 26.7 | % |  |  | 26.7 | % |  |  | 25.7 | % |  |  | 30.3 | %

(1) | Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

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Below is a reconciliation of adjusted EBITDA from net loss for the three and six months ended June 30, 2025 and 2024, which we believe is the most directly comparable U.S. GAAP measure:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net loss |  | $ | (7,223 | ) |  | $ | (11,627 | ) |  | $ | (15,492 | ) |  | $ | (17,903 | )
Income tax (benefit) expense |  |  | (107 | ) |  |  | (775 | ) |  |  | 126 |  |  |  | 133 |
Interest expense, net |  |  | 702 |  |  |  | 1,015 |  |  |  | 1,582 |  |  |  | 2,430 |
Depreciation and amortization |  |  | 2,479 |  |  |  | 2,567 |  |  |  | 4,940 |  |  |  | 5,138 |
Share-based compensation expense |  |  | 331 |  |  |  | 430 |  |  |  | 666 |  |  |  | 1,030 |
Loss on early extinguishment of debt |  |  | — |  |  |  | 1,009 |  |  |  | — |  |  |  | 1,009 |
Goodwill impairment |  |  | — |  |  |  | 1,261 |  |  |  | — |  |  |  | 1,261 |
Impairment of intangible assets |  |  | — |  |  |  | 980 |  |  |  | — |  |  |  | 980 |
Fair value adjustment of Convertible Notes with related parties |  |  | (478 | ) |  |  | — |  |  |  | (398 | ) |  |  | — |
Acquisition-related costs(1) |  |  | 1,213 |  |  |  | 25 |  |  |  | 1,094 |  |  |  | 807 |
Restructuring and other severance costs |  |  | 10 |  |  |  | 611 |  |  |  | 1,325 |  |  |  | 1,276 |
Certain litigation and other related costs |  |  | 300 |  |  |  | — |  |  |  | 300 |  |  |  | — |
Adjusted EBITDA |  | $ | (2,773 | ) |  | $ | (4,504 | ) |  | $ | (5,857 | ) |  | $ | (3,839 | )

(1) | Balance includes write-off of intangibles and prepaid expense related to the write-off of TAPP Influencers Corp. ("TAPP") in May 2025 (refer to Note 11, VIE of the Notes to our consolidated financial statements included in this Form 10-Q) in the amount of $698. Balance also includes compensation expense related to non-compete agreements and earn-out expense incurred as a result of business combinations; earn-out expense were in the amount of ($9) and ($14) for the three months ended June 30, 2025 and 2024, respectively, and ($128) and $137 for the six months ended June 30, 2025 and 2024, respectively, while non-compete agreements were in the amount of $412 and $412 for the three months ended June 30, 2025 and 2024, respectively, and $412 and $825 for the six months ended June 30, 2025 and 2024.

Below is a reconciliation of adjusted net loss and adjusted net loss per share from net loss for the three and six months ended June 30, 2025 and 2024, which we believe is the most directly comparable U.S. GAAP measure.

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands, except share and per share data) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net loss |  | $ | (7,223 | ) |  | $ | (11,627 | ) |  | $ | (15,492 | ) |  | $ | (17,903 | )
Share-based compensation expense |  |  | 331 |  |  |  | 430 |  |  |  | 666 |  |  |  | 1,030 |
Loss on early extinguishment of debt |  |  | — |  |  |  | 1,009 |  |  |  | — |  |  |  | 1,009 |
Goodwill impairment |  |  | — |  |  |  | 1,261 |  |  |  | — |  |  |  | 1,261 |
Impairment of intangible assets |  |  | — |  |  |  | 980 |  |  |  | — |  |  |  | 980 |
Fair value adjustment of Convertible Notes with related parties |  |  | (478 | ) |  |  | — |  |  |  | (398 | ) |  |  | — |
Acquisition-related costs(1) |  |  | 1,213 |  |  |  | 25 |  |  |  | 1,094 |  |  |  | 807 |
Restructuring and other severance costs |  |  | 10 |  |  |  | 611 |  |  |  | 1,325 |  |  |  | 1,276 |
Certain litigation and other related costs |  |  | 300 |  |  |  | — |  |  |  | 300 |  |  |  | — |
Adjusted net loss |  | $ | (5,847 | ) |  | $ | (7,311 | ) |  | $ | (12,505 | ) |  | $ | (11,540 | )
Adjusted net loss per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.24 | ) |  | $ | (0.47 | ) |  | $ | (0.55 | ) |  | $ | (0.72 | )
Diluted |  | $ | (0.24 | ) |  | $ | (0.47 | ) |  | $ | (0.55 | ) |  | $ | (0.72 | )
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 24,061,803 |  |  |  | 15,534,989 |  |  |  | 22,661,951 |  |  |  | 16,115,293 |
Diluted |  |  | 24,061,803 |  |  |  | 15,534,989 |  |  |  | 22,661,951 |  |  |  | 16,115,293 |

(1) | Balance includes write-off of intangibles and prepaid expense related to the write-off of TAPP Influencers Corp. ("TAPP") in May 2025 (refer to Note 11, VIE of the Notes to our consolidated financial statements included in this Form 10-Q) in the amount of $698. Balance also includes compensation expense related to non-compete agreements and earn-out expense incurred as a result of business combinations; earn-out expense were in the amount of ($9) and ($14) for the three months ended June 30, 2025 and 2024, respectively, and ($128) and $137 for the six months ended June 30, 2025 and 2024, respectively, while non-compete agreements were in the amount of $412 and $412 for the three months ended June 30, 2025 and 2024, respectively, and $412 and $825 for the six months ended June 30, 2025 and 2024.

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We present media margin, media margin as a percentage of revenue, adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per share as supplemental measures of our financial and operating performance because we believe they provide useful information to investors. More specifically:

Media margin, as defined above, is a measure of the efficiency of the Company's operating model. We use media margin and the related measure of media margin as a percentage of revenue as primary metrics to measure the financial return on our media and related costs, specifically to measure the degree by which the revenue generated from our digital marketing services exceeds the cost to attract the consumers to whom offers are made through our services. Media margin is used extensively by our management to manage our operating performance, including evaluating operational performance against budgeted media margin and understanding the efficiency of our media and related expenditures. We also use media margin for performance evaluations and compensation decisions regarding certain personnel.

Adjusted EBITDA, as defined above, is another primary metric by which we evaluate the operating performance of our business, on which certain operating expenditures and internal budgets are based and by which, in addition to media margin and other factors, our senior management is compensated. The first three adjustments represent the conventional definition of EBITDA, and the remaining adjustments are items recognized and recorded under U.S. GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. These adjustments include certain litigation and other related costs associated with legal matters outside the ordinary course of business, including costs and accruals related to matters as described below (see Note 10, Contingencies, in the Notes to the consolidated financial statements). We consider items one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules.

Adjusted net income (loss), as defined above, and the related measure of adjusted net income (loss) per share exclude certain items that are recognized and recorded under U.S. GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. We believe adjusted net income (loss) affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the U.S. GAAP measure of net income (loss).

Media margin, adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per share are non-GAAP financial measures with certain limitations regarding their usefulness. They do not reflect our financial results in accordance with U.S. GAAP, as they do not include the impact of certain expenses that are reflected in our consolidated statements of operations. Accordingly, these metrics are not indicative of our overall results or indicators of past or future financial performance. Further, they are not financial measures of profitability and are neither intended to be used as a proxy for the profitability of our business nor to imply profitability. The way we measure media margin, adjusted EBITDA, and adjusted net income (loss) may not be comparable to similarly titled measures presented by other companies and may not be identical to corresponding measures used in our various agreements.

Comparison of Our Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Revenue

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Revenue |  | $ | 44,706 |  |  | $ | 58,717 |  |  |  | (24 | %) |  | $ | 99,916 |  |  | $ | 124,700 |  |  |  | (20 | %)

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Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025 and 2024, revenue was comprised of owned and operated marketplaces of $21.4 million and $42.0 million, Commerce Media Solutions of $16.1 million and $7.3 million, and other streams of $7.2 million and $9.4 million, respectively. The decrease in owned and operated marketplaces revenue was primarily attributable to a decrease in media supply resulting from business practices enacted to comply with the FTC Consent Order that challenge our ability to maintain consistent volume on social media platforms. The decline in traffic drove a reduction in ad spend from key clients in the Media & Entertainment and Staffing & Recruitment sectors. Partially offsetting that decline, our Commerce Media Solutions business continued to add long-term contracts with new media partners which increased revenue from advertiser clients in the Retail & Consumer and Financial Products & Services sectors. Within our other streams, we experienced a decrease related to the AdParlor business primarily due to loss of a key retail customer in the third quarter of 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, revenue was comprised of owned and operated marketplaces of $52.5 million and $86.7 million, Commerce Media Solutions of $28.7 million and $13.7 million, and other streams of $18.7 million and $24.3 million, respectively. The decrease in owned and operated marketplaces revenue was primarily attributable to a decrease in media supply resulting from business practices enacted to comply with the FTC Consent Order that challenge our ability to maintain consistent volume on social media platforms. The decline in traffic drove a reduction in ad spend from key clients in the Media & Entertainment and Staffing & Recruitment sectors. Partially offsetting that decline, our Commerce Media Solutions business continued to add long-term contracts with new media partners which increased revenue from advertiser clients in the Retail & Consumer and Financial Products & Services sectors. Within our other streams, we experienced a decrease related to the True North business we exited in the second quarter of 2024, the cessation of our Affordable Care Act ("ACA") business in the third quarter of 2024 and the loss of a key retail customer of the AdParlor business in the third quarter of 2024.

Cost of revenue (exclusive of depreciation and amortization)

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Cost of revenue (exclusive of depreciation and amortization) |  | $ | 34,426 |  |  | $ | 46,109 |  |  |  | (25 | %) |  | $ | 78,201 |  |  | $ | 93,457 |  |  |  | (16 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025 and 2024, cost of revenue (exclusive of depreciation and amortization) consisted mainly of owned and operated media and related fulfillment costs of $16.7 million and $33.5 million, Commerce Media Solutions media and related costs of $13.2 million and $5.3 million, and media enablement and other indirect costs related to our other revenue streams of $4.5 million and $7.3 million, respectively. Our owned and operated marketplaces cost of revenue (exclusive of depreciation and amortization) primarily consists of media and related costs associated with acquiring traffic from third-party publishers, digital media platforms, and influencers for our O&O Sites, fulfillment costs related to rewards earned by consumers, and associated hosting costs. The decrease in O&O Sites media cost was largely attributable to the challenges in acquiring media related to business practices enacted to comply with the FTC Consent Order. Such costs increased as a percentage of revenue. Commerce Media Solutions cost of revenue consisted of fees and revenue share payments made to media partners for ads served on their digital properties and associated hosting costs. Commerce Media Solutions media partners are generally renumerated on a per impression or revenue share basis, leading to higher and more consistent profitability. The increase in cost of revenue (exclusive of depreciation and amortization) in Commerce Media Solutions was driven by increased revenue share payments generated from impressions from new media partners added over the period. Cost of revenue (exclusive of depreciation and amortization) for Commerce Media Solutions increased as a percentage of revenue, due to the growth of certain lower margin commerce media placements and renegotiation of a key media partner's agreement. The decrease in cost of revenue (exclusive of depreciation and amortization) for other revenue streams, including media costs, enablement costs and tracking costs related to our consumer data associated with our call centers, was attributable to our exit from the True North business in the second quarter of 2024 and cessation of our ACA business in the third quarter of 2024. Cost of revenue (exclusive of depreciation and amortization) for other revenue streams decreased materially as a percentage of revenue largely related to the aforementioned exits from the True North and ACA businesses.

For the three months ended June 30, 2025, the total cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue decreased to 77% as compared to 79% for the three months ended June 30, 2024. The decrease was primarily driven by the aforementioned reasons and shifts in revenue mix related to the discontinuation of certain businesses in 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, cost of revenue (exclusive of depreciation and amortization) consisted mainly of owned and operated media and related fulfillment costs of $41.5 million and $68.5 million, Commerce Media Solutions media and related costs of $23.0 million and $9.8 million, and media enablement and other indirect costs related to our other revenue streams of $13.7 million and $15.2 million, respectively. The decrease in O&O Sites media cost was largely attributable to the challenges in acquiring media related to business practices enacted to comply with the FTC Consent Order. Such costs remained flat as a percentage of revenue. The increase in cost of revenue (exclusive of depreciation and amortization) in Commerce Media Solutions was driven by increased revenue share payments generated from impressions from new media partners added over the period. Cost of revenue (exclusive of depreciation and amortization) for Commerce Media Solutions increased as a percentage of revenue, due to the growth of certain lower margin commerce media placements and renegotiation of a key media partner agreement. The decrease in cost of revenue (exclusive of depreciation and amortization) for other revenue streams, including media costs, enablement costs and tracking costs related to our consumer data associated with our call centers, was attributable to our exit from the True North business in the second quarter of 2024 and cessation of our ACA business in the third quarter of 2024, partly offset an increase in the cost of acquiring media for our Call Solutions business in the first quarter of 2025 due to increased market demand in anticipation of regulations that were expected to go into effect during the quarter. Cost of revenue (exclusive of depreciation and amortization) for other revenue streams decreased materially as a percentage of revenue.

For the six months ended June 30, 2025, the total cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue increased to 78% as compared to 75% for the six months ended June 30, 2024. The increase was primarily driven by the aforementioned reasons and shifts in revenue mix related to the discontinuation of certain businesses in 2024.

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In the normal course of executing paid media campaigns to source consumer traffic for our O&O Sites, we regularly evaluate new channels, strategies, and partners. For the six months ended June 30, 2025, O&O Sites digital media spend continued to be a mix of affiliate traffic, paid media from major digital platforms, influencer activations, and inventory from strategic media partners. Traffic acquisition costs incurred with the major digital media platforms have historically been higher than affiliate traffic sources and the mix and profitability of our media channels, strategies, and partners reflect evolving market dynamics, and the increased compliance obligations from the FTC Consent Order. As we evaluate and scale new media channels, strategies, and partners, we may determine that certain sources initially able to provide us profitable quality traffic may not be able to maintain our quality standards over time, and we may need to discontinue, or modify the practices of, such sources, which could reduce profitability further.

Although past levels of cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue are not indicative of future percentages in the owned and operated and Call Solutions businesses, we expect revenue share agreements in the Commerce Media Solutions to create more gross margin stability in the long-term.

Sales and marketing

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Sales and marketing |  | $ | 3,218 |  |  | $ | 4,605 |  |  |  | (30 | %) |  | $ | 7,288 |  |  | $ | 9,417 |  |  |  | (23 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025 and 2024, sales and marketing expenses consisted mainly of employee salaries and benefits of $2.6 million and $3.8 million, restructuring and severance costs of $0.0 million and $0.2 million, advertising costs of $0.2 million and $0.2 million, and professional fees of $0.1 million and $0.1 million, respectively. The decrease was primarily due to lower salaries and other employee related costs driven by a decline in headcount, along with the decrease in restructuring and severance costs in the current year period.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, sales and marketing expenses consisted mainly of employee salaries and benefits of $5.7 million and $8.0 million, restructuring and severance costs of $0.4 million and $0.4 million, advertising costs of $0.5 million and $0.2 million, and professional fees of $0.3 million and $0.3 million, respectively. The decrease was primarily due to lower salaries and other employee related costs driven by a decline in headcount, partly offset by an increase in advertising costs due to increased spend on conferences as the Company further invests into the growth of Commerce Media Solutions.

Product development

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Product development |  | $ | 2,941 |  |  | $ | 4,717 |  |  |  | (38 | %) |  | $ | 6,339 |  |  | $ | 9,557 |  |  |  | (34 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025 and 2024, product development expenses consisted mainly of salaries and benefits of $2.0 million and $3.5 million, professional fees of $0.4 million and $0.5 million, software license and maintenance costs of $0.3 million and $0.4 million, and restructuring and severance costs of $0.0 million and $0.2 million, respectively. The decrease was primarily due to a decline in salaries driven by lower headcount and lower spend on IT-related vendors, along with the decrease in restructuring and severance costs in the current year period due to the timing of the reductions in product development workforce.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, product development expenses consisted mainly of salaries and benefits of $4.3 million and $6.7 million, professional fees of $0.9 million and $1.0 million, software license and maintenance costs of $0.7 million and $0.9 million, and restructuring and severance costs of $0.1 million and $0.5 million, respectively. The decrease was primarily due to a decline in salaries driven by lower headcount and lower spend on IT-related vendors, along with the decrease in restructuring and severance costs in the current year period due to the timing of the reductions in product development workforce.

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General and administrative

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
General and administrative |  | $ | 8,748 |  |  | $ | 8,856 |  |  |  | (1 | %) |  | $ | 17,330 |  |  | $ | 19,221 |  |  |  | (10 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025 and 2024, general and administrative expenses consisted mainly of employee salaries and benefits of $3.6 million and $4.2 million, professional fees of $1.1 million and $1.7 million, office overhead of $1.2 million and $1.0 million, software license and maintenance costs of $0.8 million and $0.7 million, restructuring and severance costs of $0.0 million and $0.3 million, non-cash share-based compensation expense of $0.3 million and $0.3 million, acquisition-related costs of $1.2 million and $0.0 million, and certain litigation and related costs of $0.3 million and $0.0 million, respectively. General and administrative expenses slightly decreased primarily due to lower professional fees, lower salary and benefits from reduced headcount, and lower restructuring and severance costs due to the timing of the reduction in workforce, as described below, partially offset by higher acquisition-related costs mainly due to the write-off of TAPP, and certain litigation and related costs incurred in the current period.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, general and administrative expenses consisted mainly of employee salaries and benefits of $7.0 million and $8.9 million, professional fees of $2.7 million and $3.4 million, office overhead of $2.2 million and $2.0 million, software license and maintenance costs of $1.6 million and $1.5 million, restructuring and severance costs of $0.8 million and $0.4 million, non-cash share-based compensation expense of $0.5 million and $0.8 million, acquisition-related costs of $1.1 million and $0.8 million, and certain litigation and related costs of $0.3 million and $0.0 million, respectively. General and administrative expenses decreased primarily due to lower salary and benefits from reduced headcount, lower professional fees, and decreased share-based compensation from fewer grants. This was partially offset by higher restructuring and severance costs due to timing of the reduction in workforce, as described below, higher acquisition-related costs mainly due to the write-off of TAPP, and certain litigation and related costs incurred in the current period.

In each of the first three quarters of 2024 and the first quarter of 2025, we reduced our workforce by 20, 19, 29, and 24 employees, respectively, to better align resources with our strategic initiatives. In connection with the first quarter 2024 reductions, we incurred $0.7 million in exit-related restructuring costs, consisting primarily of one-time termination benefits and associated costs, fully settled in cash by September 30, 2024. In connection with the second quarter 2024 reductions, we incurred $0.6 million in exit-related restructuring costs, consisting primarily of one-time termination benefits and associated costs, fully settled in cash by December 31, 2024. In connection with the third quarter 2024 reductions, we incurred $0.5 million in exit-related restructuring costs, consisting primarily of one-time termination benefits and associated costs, fully settled in cash by March 15, 2025. In connection with the first quarter of 2025 reductions, we incurred $1.3 million in exit-related restructuring costs, consisting primarily of one-time termination benefits and associated costs, to be fully settled in cash by March 31, 2026. Apart from these exit-related restructuring costs, these reductions in workforce have resulted in corresponding reductions in future salary and benefits within sales and marketing, product development, and general and administrative expenses.

Depreciation and amortization

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Depreciation and amortization |  | $ | 2,479 |  |  | $ | 2,567 |  |  |  | (3 | %) |  | $ | 4,940 |  |  | $ | 5,138 |  |  |  | (4 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

The decrease in depreciation and amortization costs was mainly due to the full amortization of certain intangible assets as compared to the three months ended June 30, 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

The decrease in depreciation and amortization costs was mainly due to the full amortization of certain intangible assets as compared to the six months ended June 30, 2024.

Goodwill impairment and write-off of intangible assets

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Goodwill impairment and impairment of intangible assets |  | $ | — |  |  | $ | 2,241 |  |  |  | (100% | ) |  | $ | — |  |  | $ | 2,241 |  |  |  | (100% | )

We recognized a $1.3 million goodwill impairment in the 2024 periods related to the All Other reporting unit and a $1.0 million impairment of its software developed for internal use related to the Fluent reporting unit and customer relationships related to the All Other reporting unit, as compared to no impairment in the 2025 periods.

Interest expense, net

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Interest expense, net |  | $ | 702 |  |  | $ | 1,015 |  |  |  | (31 | %) |  | $ | 1,582 |  |  | $ | 2,430 |  |  |  | (35 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

The decrease in interest expense was driven by consulting fees capitalized and amortized over a shortened period of time during the prior period that related to the term loan with Citizens Bank, N.A. ("Citizens Bank"), partly offset by the overall higher average interest rate on the SLR Term Loan (as defined herein) in the current period.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

The decrease in interest expense was driven by consulting fees capitalized and amortized over a shortened period of time during the prior period that related to the term loan with Citizens Bank, partly offset by the overall higher average interest rate on the SLR Term Loan (as defined herein) in the current period.

Fair value adjustment of Convertible Notes with related parties

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Fair value adjustment of Convertible Notes with related parties |  | $ | 478 |  |  | $ | — |  |  |  | 100 | % |  | $ | 398 |  |  | $ | — |  |  |  | 100 | %

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

We recognized a $0.5 million unrealized gain from the fair value adjustment of the Convertible Notes issued in August 2024 for the three months ended June 30, 2025, with no comparable gain in the prior period.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

We recognized a $0.4 million unrealized gain from the fair value adjustment of the Convertible Notes issued in August 2024 for the six months ended June 30, 2025, with no comparable gain in the prior period.

Loss on early extinguishment of debt

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Loss on early extinguishment of debt |  | $ | — |  |  | $ | 1,009 |  |  |  | (100 | %) |  | $ | — |  |  | $ | 1,009 |  |  |  | (100 | %)

We recognized a $1.0 million loss on early extinguishment of debt related to the Citizens Bank credit agreement in the 2024 periods, as compared to no loss on debt extinguishment in the 2025 periods.

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Loss before income taxes

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Loss before income taxes |  | $ | (7,330 | ) |  | $ | (12,402 | ) |  |  | (41 | %) |  | $ | (15,366 | ) |  | $ | (17,770 | ) |  |  | (14 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

The decline in loss before income taxes of $5.1 million was a result of the foregoing.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

The decline in loss before income taxes of $2.4 million was a result of the foregoing.

Income tax benefit (expense)

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Income tax benefit (expense) |  | $ | 107 |  |  | $ | 775 |  |  |  | (86 | %) |  | $ | (126 | ) |  | $ | (133 | ) |  |  | (5 | %)

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025, the effective income tax rate of 1.4% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance. For the three months ended June 30, 2024, the Company's effective income tax rate of 6.5% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, the effective income tax rate of 0.8% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

As of June 30, 2025 and 2024, the Company recorded full valuation allowances against its net deferred tax assets. The Company intends to maintain full valuation allowances against the net deferred tax assets until there is sufficient evidence to support the release of all or some portion of such valuation allowances. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release may be recorded; however, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

Net loss

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(In thousands) |  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Net loss |  | $ | (7,223 | ) |  | $ | (11,627 | ) |  |  | (38 | %) |  | $ | (15,492 | ) |  | $ | (17,903 | ) |  |  | (13 | %)

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Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025 and 2024, net loss was $7.2 million and $11.6 million, respectively, as a result of the foregoing.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025 and 2024, net loss was $15.5 million and $17.9 million, respectively, as a result of the foregoing.

Liquidity and Capital Resources

Cash provided by (used in) operating activities. For the six months ended June 30, 2025, net cash provided by operating activities was $3.0 million, compared to net cash used in operating activities of $13.2 million for the six months ended June 30, 2024. Net loss in the current year period of $15.5 million represents an improvement of $2.4 million, as compared with net loss of $17.9 million in the prior period. Adjustments to reconcile net loss to net cash provided by operating activities of $6.3 million in the current year period decreased by $3.8 million, as compared with net cash used in operating activities of $10.1 million in the prior period, primarily due to a goodwill impairment of $1.3 million, impairment of intangible assets of $1.0 million, and a loss on early extinguishment of debt of $1.0 million in the prior period that did not occur in the current year period, a fair value adjustment of Convertible Notes with related parties of $0.4 million in the current year period that did not occur in prior year period, and lower amortization of debt and share-based compensation expense in the current year period compared to prior year period, partially offset by a non-cash loss on asset write-off of $0.7 million in the current year period. Changes in assets and liabilities generated cash of $12.3 million in the current year period, as compared with consuming cash of $5.4 million in the prior period, primarily due to ordinary-course changes in working capital, largely involving the timing of receipt of amounts owing from clients and disbursements of amounts payable to vendors.

Cash used in investing activities. For the six months ended June 30, 2025 and 2024, net cash used in investing activities was $3.2 million and $3.5 million, respectively. The decrease was primarily due to a decrease in investment in capitalized software in the current year period.

Cash (used in) provided by financing activities. For the six months ended June 30, 2025, net cash used in financing activities was $3.2 million, compared to net cash provided by $7.4 million for the six months ended June 30, 2024. The change was mainly due to lower net proceeds and higher repayments on the SLR debt revolver and less proceeds from the issuance of warrants, partly offset by lower debt financing costs.

As of June 30, 2025, we had noncancelable operating lease commitments of $4.1 million and long-term debt with a $23.3 million principal balance.

As of June 30, 2025, we had cash, cash equivalents, and restricted cash of $7.3 million, a decrease of $3.4 million from $10.7 million as of December 31, 2024.

Private Placement of Securities

On August 19, 2025, the Company entered into securities purchase agreements (the “August Purchase Agreements”) with certain officers and/or directors of the Company (collectively, the “August Inside Investors”), and the largest stockholder of the Company and other accredited investors (collectively, together with the August Inside Investors, the “August Purchasers”), pursuant to which the Company agreed to sell and the August Purchasers agreed to purchase an aggregate of (i) 3,542,856 shares (the “August Shares”) of the Company’s common stock, (ii) pre-funded warrants (the “August Pre-Funded Warrants”) to purchase up to 2,328,571 shares of the Company’s common stock (the “August Pre-Funded Warrant Shares”) and (iii) warrants (the “August Common Stock Warrants” and together with the August Pre-Funded Warrants, the “August Warrants”) to purchase up to 5,871,427 shares (the “August Common Stock Warrant Shares” and together with the August Pre-Funded Warrant Shares, the “August Warrant Shares”) of the Company’s common stock at a purchase price of (i) $1.75 per August Share and accompanying August Common Stock Warrant or (ii) $1.7495 per August Pre-Funded Warrant and accompanying August Common Stock Warrant in a private placement for aggregate gross proceeds of approximately $10.3 million, before deducting placement agent fees and other offering expenses (the “August Offering”). The August Offering is expected to close on August 19, 2025. The Company intends to use the net proceeds from the August Offering for working capital and general corporate purposes. The August Shares, the August Warrants and the August Warrant Shares are hereinafter referred to as the “August Securities”.

Each August Common Stock Warrant is exercisable for a period of five and one-half years from the date of issuance and may be exercised six months and one day from the date of issuance at an exercise price of $2.21 per share, subject to adjustment. If, at any time after the issuance date of the August Common Stock Warrants, a registration statement covering the resale of the August Common Stock Warrant Shares is not effective, the holders may exercise the August Common Stock Warrants by means of a cashless exercise. Each August Pre-Funded Warrant will have an exercise price of $0.0005 per share of common stock, subject to adjustment, and will be immediately exercisable. Notwithstanding the foregoing, any August Pre-Funded Warrant issued to August Inside Investors will be immediately exercisable after Stockholder Approval (as defined below) and will terminate when exercised in full. The August Pre-Funded Warrants may be exercised by means of a cashless exercise. The Company is prohibited from effecting an exercise of the August Warrants to the extent that, as a result of such exercise, the holder together with the holder’s affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the August Warrants, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%.

Pursuant to the August Purchase Agreements, subject to certain exceptions, for a period of 90 days after the Effectiveness Date (as defined below), the Company and its subsidiaries are prohibited from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents (as defined in the August Purchase Agreements) or filing any registration statement or amendment or supplement thereto, in each case other than as contemplated by the Registration Rights Agreement (as defined below). In addition, subject to certain exceptions, until the earlier of (i) the one year anniversary of the Effectiveness Date and (ii) the date on which no August Purchaser owns any August Securities, the Company is prohibited from entering into a Variable Rate Transaction (as defined in the August Purchase Agreements).

In connection with the August Offering, on August 19, 2025, the Company entered into Support Agreements with the August 2025 Inside Investors (the "August Support Agreements"). Pursuant to the August Support Agreements, the investors party thereto agreed to vote shares of the Company's common stock beneficially owned by them in favor of certain actions subject to Stockholder Approval (as defined in the August Support Agreements) at any meeting of stockholders of the Company and to vote against or decline to consent to any proposal or any other corporate action or agreement that would result in a breach by the Company of the August Purchase Agreements or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the August Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the August Purchase Agreements.

The Company will be obligated to use its reasonable best efforts to obtain Stockholder Approval in accordance with the rules of the Nasdaq Stock Market no later than the 60th calendar day after the closing date of the August Offering (the “August Stockholder Meeting Deadline”). If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the August Stockholder Meeting Deadline, the Company is required to cause an additional stockholder meeting to be held within 60 days after the August Stockholder Meeting Deadline (the “Extended Stockholder Approval Period”); provided that if the Company’s annual meeting of stockholders is to be held within such period, the Company may be permitted to seek the Stockholder Approval at such annual meeting of stockholders in lieu of such additional special meeting. If the Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 60 days thereafter until the Stockholder Approval is obtained; provided that if the Company’s annual meeting of stockholders is to be held within such period, the Company may be permitted to seek the Stockholder Approval at such annual meeting of stockholders in lieu of any such additional special meetings.

In connection with the August Offering, on August 19, 2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the August Purchasers pursuant to which the Company shall prepare and file with the SEC a registration statement covering the Registrable Securities (as defined in the Registration Rights Agreement) on or prior to the date that is 30 calendar days following the date of the Registration Rights Agreement (the “Filing Date”). The Company shall use its best efforts to cause the registration statement covering the Registrable Securities to be declared effective as promptly as practicable after the filing thereof, but in any event no later the 60th calendar day following the date of the Registration Rights Agreement (or in the event of a full review by the SEC, the 90th calendar day following the date of the Registration Rights Agreement) (the “Effectiveness Date”). If, among other things, the Company fails to file the registration statement by the Filing Date or fails to have such registration statement declared effective by the Effectiveness Date (the date on which such failure occurs, the “Event Date”), then on each such Event Date and on each monthly anniversary of each such Event Date until the applicable failure is cured, the Company shall pay to each August Purchaser, in cash, a fee (the “Fee”) equal to 1% of the aggregate purchase price paid by such August Purchaser; provided, however, that the Fee payable to an August Purchaser shall not exceed 10% of the aggregate purchase price paid by such August Purchaser.

The Benchmark Company, LLC, a StoneX Company (“Benchmark”), acted as sole placement agent in connection with the August Offering. The Kestrel Merchant Partners group (“Kestrel”) at Benchmark was responsible for sourcing and executing the August Offering. An affiliate of Kestrel purchased August Shares and August Common Stock Warrants in the August Offering on the same terms as the other August Purchasers.

Pursuant to the terms of an engagement letter (the “Engagement Letter”) dated as of July 21, 2025 between the Company and Benchmark, the Company (i) will pay Benchmark a total cash fee equal to 7.0% of the aggregate gross proceeds of the August Offering; provided, however, that the fee shall be equal to 3.0% for certain pre-existing investors of the Company, and (ii) will reimburse Benchmark for certain expenses.

The August Securities have not been registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2).

The representations, warranties and covenants contained in the August Purchase Agreements were made solely for the benefit of the parties to the August Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the August Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the August Purchase Agreements are included as exhibits with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the August Purchase Agreements, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing descriptions of the August Purchase Agreements, the August Pre-Funded Warrants, the August Common Stock Warrants, the August Support Agreements and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the form of the August Purchase Agreement, the August Pre-Funded Warrant, the August Common Stock Warrant, the August Support Agreement and the Registration Rights Agreement copies of which are filed as Exhibits 10.7, 4.3, 4.4, 10.8 and 10.9, respectively, to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

Going concern

As of June 30, 2025, the Company was not in compliance with its financial covenants under the SLR Credit Agreement (as defined below) which would have resulted in an event of default. However, on August 15, 2025, the Credit Parties and SLR entered into the Fifth Amendment to the SLR Credit Agreement, (the "Fifth Amendment") which, among other things, required that the Company raise at least $8.5 million of additional capital by August 19, 2025. As noted above, on August 19, 2025, the Company entered into securities purchase agreements for approximately $10.3 million in equity capital, expected to close on August 19, 2025. In addition, the Fifth Amendment waived non-compliance with the financial covenants as of June 30, 2025 and modified the financial covenants for the periods through August 31, 2026.

Although the financial covenants under the SLR Credit Agreement were reset based on the Company’s twelve month projections, the Company has not met its projection for certain recent quarters and if during any future quarter, the Company does not comply with any of its financial covenants, such non-compliance would result in default and therefore give SLR the right to accelerate maturities. In such case, the Company would not have sufficient funds to repay the borrowings under the SLR Credit Agreement. As a result of the foregoing, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern for one year after the date of issuance of this Quarterly Report on Form 10-Q. As a result, management has concluded that there is substantial doubt about our ability to continue as a going concern for one year after the date of issuance of this Quarterly Report on Form 10-Q. See Item 1A. Risk Factors –— "There is substantial doubt about our ability to continue as a going concern." in this Quarterly Report on Form 10-Q.

Workforce reductions and divestitures

Given the continued challenges we have faced achieving profitability, we have made reductions in workforce, including during the first quarter of 2025 and will continue to further consider cost reduction measures and focus resources on opportunities that will enable us to meet our projected budget and cash flow requirements. Additionally, we have restructured certain long-term contracts to better align with our results and needs. We will continue to review additional other business units to determine the impact of potential divestments.

Capital resources and cash requirements

Our sources of capital include cash on hand, cash from operations to the extent available and borrowings from the SLR Credit Facility (as defined below) to the extent available. We have no other committed sources of capital.

Our material cash requirements from known contractual and other obligations consist of our term loan and obligations under operating leases for office space. For more information regarding our SLR Credit Facility, refer to Note 4 of the Notes to our consolidated financial statements included in this Form 10-Q.

Our future cash requirements will depend on many factors, including changes in cash flows from our owned and operated business, employee-related expenditures, costs to support the growth in our client and partner accounts and continued client expansion of the Commerce Media Solutions business, and the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced solutions, features, and functionality. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, technologies, and intellectual property rights. In order to finance such acquisitions or investments, it may be necessary for us to raise additional funds through public or private financings or draw upon our revolving facility. If we do not meet the conditions to draw, or additional financing is not accessible from outside sources, we may not be able to raise additional capital on terms acceptable to us, or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected.

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SLR Credit Agreement

On April 2, 2024, Fluent, LLC, as Borrower, entered into a credit agreement (as amended, the "SLR Credit Agreement") with the Company and certain subsidiaries of the Borrower as guarantors, Crystal Financial LLC D/B/A SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR"), and the lenders from time to time party thereto. The SLR Credit Agreement provides for a $20.0 million term loan (the "SLR Term Loan") and a revolving credit facility of up to $30.0 million (the "SLR Revolver" and, together with the SLR Term Loan, the "SLR Credit Facility"). We used a portion of the net proceeds of the SLR Credit Facility to repay our then-outstanding obligations under the Citizens Credit Agreement dated March 31, 2021, prior to its maturity. As of June 30, 2025, the SLR Credit Facility had an outstanding principal balance of $20.0 million (none of which relates to the SLR Revolver) and matures on April 2, 2029 (the "Maturity Date").

The SLR Credit Facility is secured by substantially all of our assets and those of certain of our direct and indirect subsidiaries, including Fluent, LLC. The SLR Credit Agreement contains restrictive covenants which impose limitations on the way we conduct our business, including, but not limited to, limitations on the amount of additional debt we are able to incur and our ability to make certain investments or to pay dividends or other restricted payments. The SLR Credit Agreement also contains certain affirmative covenants and customary events of default provisions, including, subject to grace periods, payment default, covenant default and judgment default.

We may voluntarily prepay the SLR Term Loan, in whole or in part, at any time, subject to a premium payable on the aggregate principal amount of any such voluntary prepayments within the first three years following the closing date. There is no principal amortization prior to maturity under the SLR Credit Agreement, except for certain mandatory prepayments to be made with the net cash proceeds of certain asset sales, casualty events, and other extraordinary receipts and upon the occurrence of certain other events, in each case, subject to certain reinvestment rights, thresholds and other exceptions. Unfunded commitments under the SLR Revolver will be subject to an unused facility fee, which will be payable monthly in arrears, as of the month following the closing, at a rate of 0.50% per annum. All amounts owed under the SLR Credit Facility will be due and payable on the Maturity Date or earlier following a change in control or other event of default, unless otherwise extended in accordance with the terms of the SLR Credit Agreement. Borrowings under the SLR Credit Agreement currently bear interest at a rate per annum equal to a 3-month term SOFR plus 0.26161%, subject to a 1.50% floor, plus 5.75% (the "Applicable Margin"). The Applicable Margin will be reduced to 5.0% when our fixed charge coverage ratio is greater than 1.10 to 1. The opening interest rate of the SLR Credit Facility was 10.81% (SOFR + CSA + 5.25%), which changed to 10.34% (SOFR + CSA+5.75%) as of June 30, 2025.

On March 10, 2025, we entered into the Fourth Amendment to the SLR Credit Agreement, which, among other things, required that we raise at least $5.0 million of additional capital by March 20, 2025. On March 19, 2025, we entered into securities purchase agreements with certain officers and/or directors and other existing stockholders of the Company, including our largest stockholder and an institutional investor, pursuant to which we raised gross proceeds of $5.1 million, before deducting offering expenses payable by us of $0.1 million (See Note 7, Equity in the Notes to the consolidated financial statements). In addition, the Fourth Amendment waived non-compliance with the financial covenants as of December 31, 2024, extended the duration of the call protection applicable to the loans, and modified the financial covenants, among other things (See Note 4, Long-term debt, net in the Notes to the consolidated financial statements).

As of June 30, 2025, we were not in compliance with the financial covenants under the SLR Credit Agreement, as discussed above.

On August 15, 2025, we entered into the Fifth Amendment to the SLR Credit Agreement, which, among other things, required that we raise at least $8.5 million of additional capital by August 19, 2025. On August 19, 2025, the Company entered into securities purchase agreements for approximately $10.3 million in equity capital, expected to close on August 19, 2025. See Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Private Placement of Securities for additional information on this capital raise. In addition, the Fifth Amendment waived non-compliance with the financial covenants as of June 30, 2025 and modified the financial covenants for the periods through August 31, 2026.

Sales of securities

On May 15, 2025, the Company issued pre-funded warrants to purchase up to 1,829,956 shares of the Company's common stock, at a purchase price of $2.1995 per warrant. The aggregate gross proceeds totaled $4.0 million before deducting offering expenses payable by the Company. See Note 7, Equity in the Notes to the consolidated financial statements.

Critical Accounting Estimates

Management's discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, recoverability of the carrying amounts of intangible assets, fair value of Convertible Notes, share-based compensation, income taxes, and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Further details of the Company's accounting policies are available in Item 1, Financial Statements, Note 1, Summary of significant accounting policies, to the consolidated financial statements.

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For additional information, please refer to our 2024 Form 10-K. There have been no additional material changes to Critical Accounting Estimates disclosed in the 2024 Form 10-K.

Recently issued accounting and adopted standards

See Note 1(b), "Recently issued and adopted accounting standards," in the Notes to consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2025. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), the Company's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025 and concluded they were effective as of that date.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows, or financial condition.

Item 1A. Risk Factors.

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our 2024 Form 10-K, the occurrence of any one of which could have a material adverse effect on our actual results.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our 2024 Form 10-K as updated and supplemented by our Quarterly Reports on Form 10-Q. The risk factors below supplement or update the risk factors in our periodic reports filed with the SEC.

There is substantial doubt about our ability to continue as a going concern.

We have experienced a continued decline in the number of users registering on our owned and operated digital media properties ("O&O Sites") starting in 2020, following our implementation of the TQI, which eliminated a large portion of our third-party affiliate traffic. In 2023, the FTC Consent Order resulting from an investigation by the FTC imposed more rigorous standards and vetting of our third-party publishers, some of whom elected not to work with us, which negatively impacted our registration volume on our O&O Sites. These issues, coupled with intermittent difficulties sourcing traffic from social media sites, have resulted in declining revenue and profitability. Borrowings under the SLR Revolver of up to $30.0 million pursuant to the April 2, 2024 SLR Credit Agreement are limited to a borrowing base that fluctuates weekly, based on eligible accounts receivable. As a result of the borrowing base limit and the above performance issues, the available borrowing capacity has the potential to be insufficient to fund operations and meet the Company's needs.

Given the continued challenges we have faced achieving profitability, we have made reductions in workforce, including during the first quarter of 2025, and restructured certain long-term contracts to better align with our results and cash flow requirements. We will continue to monitor the performance of our business units to determine the impact of potential divestments and consider further cost reduction measures and reallocation of resources that will enable us to meet our projected budget and cash flow requirements.

As of June 30, 2025, we were not in compliance with our financial covenants under the SLR Credit Agreement, which would have resulted in an event of default. If, during any fiscal quarter, we do not comply with any of our financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. In such case, we would not have sufficient funds to repay the SLR Term Loan of $20.0 million under the SLR Credit Agreement and any outstanding balance on the SLR Revolver. However, on August 15, 2025, the Credit Parties and SLR entered into the Fifth Amendment to the SLR Credit Agreement, (the "Fifth Amendment") which, among other things, required that the Company raise at least $8.5 million of additional capital by August 19, 2025. On August 19, 2025, the Company entered into securities purchase agreements for approximately $10.3 million in equity capital, expected to close on August 19, 2025. See Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Private Placement of Securities for additional information on this capital raise. In addition, the Fifth Amendment waived non-compliance with the financial covenants as of June 30, 2025 and modified the financial covenants for the periods through August 31, 2026.

Although the financial covenants under the SLR Credit Agreement were reset based on the Company’s twelve month projections, the Company has not met its projection for certain recent quarters and if during any future quarter, the Company does not comply with any of its financial covenants, such non-compliance would result in default and therefore give SLR the right to accelerate maturities. In such case, the Company would not have sufficient funds to repay the borrowings under the SLR Credit Agreement. As a result of the foregoing, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern for one year after the date of issuance of this Quarterly Report on Form 10-Q.

Even with the proceeds from the August 19, 2025 capital raise, there is no assurance that the available cash, plus availability under the borrowing base on the SLR Revolver will be sufficient to fund operations over the next twelve months, and, if needed, we would seek to raise additional capital. If we are not able to raise sufficient capital to fund operations at their current levels, we will consider implementing cost-saving measures, but there is no guarantee that such plans will be successfully executed or have the expected benefits.

If our current plans are not successful, we may need to consider other strategic alternatives, including restructuring or refinancing our debt, seeking additional equity or debt financing, reducing or delaying our business activities and strategic initiatives, selling assets, and other strategic transactions and/or other measures. We have relied upon financing provided by our officers, directors and largest stockholders, and such holders may be unwilling or unable to continue providing financing should additional financing be required. Other financing sources may be unwilling to provide such funding to us on commercially reasonable terms, or at all. If we seek additional financing to fund our operations and there remains substantial doubt about our ability to continue as a going concern, we may find it especially difficult to raise funds on commercially reasonable terms, or at all. Furthermore, the perception that we may not be able to continue as a going concern may cause publishers, vendors, advertisers and other clients (current and potential) to review their business relationships and terms with us. The reaction of investors to the inclusion of a going concern statement in the accompanying financial statement, and our potential inability to continue as a going concern, could materially adversely affect our share price, which could negatively impact our ability to obtain stock-based financing or enter into strategic transactions.

Our investment in growing our Commerce Media Solutions business may continue to compress margins, and our ability to improve profitability over time is uncertain.

As we expand our Commerce Media Solutions business, we expect increased competition, particularly as we enter new verticals and pursue long-term partnerships. In the second quarter, Commerce Media Solutions margins declined as we adopted flexible pricing to onboard new partners. While we expect margins to normalize as we scale and grow our media partner network, there is no guarantee these effects will offset additional pricing incentives and lead to margin improvement.

Additionally, as we reallocate resources from our owned and operated business to Commerce Media Solutions, owned and operated revenue has declined. If Commerce Media Solutions growth does not meet expectations, our overall revenue and profitability may be adversely affected.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On May 15, 2025, a principal stockholder of the Company net exercised pre-funded warrants and was issued 909,085 shares of the Company’s common stock.

On June 24, 2025, certain officers and/or directors of the Company net exercised pre-funded warrants and were issued an aggregate of 2,250,442 shares of the Company's common stock.

The shares of common stock issued upon exercise of the pre-funded warrants were issued pursuant to the exemption from the registration requirements of the Securities Act available under Section 3(a)(9).

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

|  |  |  | Incorporated by Reference |  | Filed
Exhibit No. |  | Exhibit Description |  | Form |  | Exhibit |  | Filing Date |  | Herewith
3.1 |  | Certificate of Domestication. |  | 8-K |  | 3.1 |  | 3/26/2015 |  |
3.2 |  | Certificate of Incorporation. |  | 8-K |  | 3.2 |  | 3/26/2015 |  |
3.3 |  | Certificate of Amendment to the Certificate of Incorporation. |  | 8-K |  | 3.1 |  | 9/26/2016 |  |
3.4 |  | Certificate of Amendment to the Certificate of Incorporation. |  | 8-K |  | 3.1 |  | 4/16/2018 |  |
3.5 |  | Certificate of Amendment to the Certificate of Incorporation of Fluent, Inc. effective April 11, 2024. |  | 8-K |  | 3.1 |  | 4/12/2024 |  |
3.6 |  | Amended and Restated Bylaws. |  | 8-K |  | 3.2 |  | 2/19/2019 |  |
4.1 |  | Form of Pre-Funded Warrant dated May 15, 2025 |  | 10-Q |  | 4.2 |  | 05/16/2025 |  |
4.2 |  | Form of Common Stock Warrant dated May 15, 2025 |  | 10-Q |  | 4.3 |  | 05/16/2025 |  |
4.3 |  | Form of Pre-Funded Warrant dated August 19, 2025 |  |  |  |  |  |  |  | X
4.4 |  | Form of Common Stock Warrant dated August 19, 2025 |  |  |  |  |  |  |  | X

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10.1** |  | Form of Securities Purchase Agreement by and among Fluent Inc. and the purchasers parties thereto |  | 10-Q |  | 10.6 |  | 05/16/2025 |  |
10.2 |  | Form of Support Agreement by and among Fluent, Inc. and the parties thereto |  | 10-Q |  | 10.7 |  | 05/16/2025 |  |
10.3+ |  | Amendment No. 1 to Fluent, Inc. 2022 Omnibus Equity Incentive Plan |  |  |  |  |  |  |  | X
10.4 |  | Letter Agreement to Credit Agreement, dated as of July 30, 2025, by and among Fluent, LLC, Crystal Financial LLC d/b/a SLR Credit Solutions, and Crystal Financial SPV LLC |  |  |  |  |  |  |  | X
10.5 |  | Letter Agreement to Credit Agreement, dated as of August 14, 2025, by and among Fluent, LLC, Crystal Financial LLC d/b/a SLR Credit Solutions, and Crystal Financial SPV LLC |  |  |  |  |  |  |  | X
10.6** |  | Fifth Amendment to Credit Agreement, dated as of August 15, 2025, by and among Fluent, LLC, Fluent, Inc., the Guarantors, Crystal Financial LLC d/b/a SLR Credit Solutions, and Crystal Financial SPV LLC |  |  |  |  |  |  |  | X
10.7** |  | Form of Securities Purchase Agreement, dated as of August 19, 2025 by and among Fluent, Inc. and the purchaser parties thereto |  |  |  |  |  |  |  | X
10.8 |  | Form of Support Agreement, dated as of August 19, 2025 by and among Fluent, Inc. and the parties thereto |  |  |  |  |  |  |  | X
10.9** |  | Form of Registration Rights Agreement, dated as of August 19, 2025 by and among Fluent, Inc. and the purchasers parties thereto |  |  |  |  |  |  |  |
31.1 |  | Certification of Chief Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |  |  |  |  |  |  | X
31.2 |  | Certification of Chief Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |  |  |  |  |  |  | X
32.1* |  | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |  |  |  |  |  |  |
32.2* |  | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |  |  |  |  |  |  |
101.INS |  | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |  |  |  |  |  |  |  | X
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document |  |  |  |  |  |  |  | X
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document |  |  |  |  |  |  |  | X
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document |  |  |  |  |  |  |  | X
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document |  |  |  |  |  |  |  | X
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document |  |  |  |  |  |  |  | X
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |  |  |  |  |  |  |  | X
* |  | Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
** |  | Certain of the schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company hereby undertakes to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
+ |  | Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | Fluent, Inc.
August 19, 2025 | By: | /s/ Ryan Perfit
|  | Ryan Perfit
|  | Chief Financial Officer
|  | (Principal Financial and Accounting Officer)

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