<SEC-DOCUMENT>0001437749-25-020926.txt : 20250620
<SEC-HEADER>0001437749-25-020926.hdr.sgml : 20250620
<ACCEPTANCE-DATETIME>20250620164107
ACCESSION NUMBER:		0001437749-25-020926
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250620
DATE AS OF CHANGE:		20250620

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Fluent, Inc.
		CENTRAL INDEX KEY:			0001460329
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ADVERTISING [7310]
		ORGANIZATION NAME:           	07 Trade & Services
		EIN:				770688094
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85074
		FILM NUMBER:		251062013

	BUSINESS ADDRESS:	
		STREET 1:		300 VESEY STREET
		STREET 2:		9TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282
		BUSINESS PHONE:		6466697272

	MAIL ADDRESS:	
		STREET 1:		300 VESEY STREET
		STREET 2:		9TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Cogint, Inc.
		DATE OF NAME CHANGE:	20160923

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	IDI, Inc.
		DATE OF NAME CHANGE:	20150520

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Tiger Media, Inc.
		DATE OF NAME CHANGE:	20121231

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Conlin Matthew
		CENTRAL INDEX KEY:			0001660879
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		C/O IDI, INC.
		STREET 2:		2650 NORTH MILITARY TRAIL, SUITE 300
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33431
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001193125-16-488305</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001660879</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>


    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>6</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.0005 per share</securitiesClassTitle>
      <dateOfEvent>06/18/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001460329</issuerCIK>
        <issuerCUSIP>34380C201</issuerCUSIP>
        <issuerName>Fluent, Inc.</issuerName>
        <address>
          <com:street1>300 VESEY STREET</com:street1>
          <com:street2>300 VESEY STREET</com:street2>
          <com:city>NEW YORK</com:city>
          <com:stateOrCountry>NY</com:stateOrCountry>
          <com:zipCode>10282</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Daniel J. Barsky, Esq.</personName>
          <personPhoneNum>(646) 669-7272</personPhoneNum>
          <personAddress>
            <com:street1>300 Vesey Street, 9th Floor</com:street1>
            <com:city>New York</com:city>
            <com:stateOrCountry>NY</com:stateOrCountry>
            <com:zipCode>10282</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001660879</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Conlin Matthew</reportingPersonName>
        <memberOfGroup>b</memberOfGroup>
        <fundType>PF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>3797607.00</soleVotingPower>
        <sharedVotingPower>0.00</sharedVotingPower>
        <soleDispositivePower>3464273.00</soleDispositivePower>
        <sharedDispositivePower>333334.00</sharedDispositivePower>
        <aggregateAmountOwned>3797607.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.1</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>(1) Sole Voting Power: The Reporting Person's shares include (i) 1,487,831 shares held directly, (ii) 333,334 shares held by RSMC Partners, LLC, (iii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iv) 125,039 shares held by the Conlin Family Foundation Trust, (v) 612,110 shares of common stock (the "Conversion Shares") issuable upon conversion of a convertible subordinated promissory note (the "Note") issued on August 19, 2024, (vi) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vii) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. Does not include (i) 91,667 restricted stock units ("RSUs") that were fully vested as of January 1, 2019 but are subject to deferred delivery, (ii) 8,333 RSUs that were fully vested as of February 1, 2020, but are subject to deferred delivery, and (iii) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery.

(2) Sole Dispositive Power: The Reporting Person's shares include (i) 1,487,831 shares held directly, (ii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iii) 125,039 shares held by the Conlin Family Foundation Trust, (iv) 612,110 Conversion Shares issuable upon conversion of the Note, (v) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vi) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. Does not include (i) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (ii) 8,333 RSUs that were fully vested as of February 1, 2020, but are subject to deferred delivery, and (iii) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery.

(3) Shared Dispositive Power: Represents 333,334 shares held by RSMC Partners, LLC.

(4) The number of Conversion Shares issuable upon conversion of the Note is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as set forth herein. Specifically, the Note is convertible into shares of the Issuer's common stock at the Conversion Price. "Conversion Price" means an amount equal to the lesser of (i) $3.01, subject to adjustment pursuant to the terms of the Note and (ii) the greater of (A) the consolidated closing bid price of the Issuer's common stock as reported on The Nasdaq Capital Market or such other principal market or exchange on which the common stock is then traded (the "Principal Market") on the applicable conversion date or, if such date is not a Trading Day (as defined in the Note), then on the Trading Date that is immediately prior to the applicable conversion date and (B) $1.00, subject to adjustment pursuant to the terms of the Note. "Trading Day" means any day during which the Principal Market is open for trading.

(5) The Reporting Person is a member of RSMC Partners, LLC and Trustee of the Conlin Shakra Family Trust and Conlin Family Foundation Trust.</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.0005 per share</securityTitle>
        <issuerName>Fluent, Inc.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>300 VESEY STREET</com:street1>
          <com:street2>300 VESEY STREET</com:street2>
          <com:city>NEW YORK</com:city>
          <com:stateOrCountry>NY</com:stateOrCountry>
          <com:zipCode>10282</com:zipCode>
        </issuerPrincipalAddress>
      </item1>
      <item3>
        <fundsSource>Item 3 of the Schedule 13D is amended by adding the following paragraphs to the end of such item:

The Pre-Funded Warrants were (as defined herein) purchased with the Reporting Person's personal funds.
</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>Item 4 of the Schedule 13D is amended by adding the following paragraphs to the end of such item:

On December 2, 2024, the Reporting Person acquired the following pre-funded warrants (the "December Pre-Funded Warrants"): (i) December Pre-Funded Warrants to purchase up to 172,771 shares of the Issuer's common stock issued to the Reporting Person and (ii) December Pre-Funded Warrants to purchase up to 86,385 shares of the Issuer's common stock issued to the Conlin Family Foundation Trust of which the Reporting Person is a Trustee. On March 19, 2025, the Reporting Person acquired the following pre-funded warrants (the "March Pre-Funded Warrants" and together with the December Pre-Funded Warrants, the "Pre-Funded Warrants"): (i) March Pre-Funded Warrants to purchase up to 689,972 shares of the Issuer's common stock issued to the Reporting Person and (ii) March Pre-Funded Warrants to purchase up to 229,990 shares of the Issuer's common stock issued to the Conlin Family Foundation Trust of which the Reporting Person is a Trustee.

The exercise of the Pre-Funded Warrants was subject to stockholder approval and the Issuer was obligated to use its reasonable best efforts to obtain stockholder approval of the exercise of the Pre-Funded Warrants in accordance with the rules of the Nasdaq Stock Market at the next annual meeting of the Issuer's stockholders which was held on June 18, 2025 (the "2025 Annual Meeting"). At the 2025 Annual Meeting, the stockholders of the Issuer approved the issuance of the Pre-Funded Warrants and shares of the Issuer's common stock issuable upon exercise thereof. The Pre-Funded Warrants are exercisable at $0.0005 per share and will terminate when exercised in full.

Other than as described above, the Reporting Person does not have any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The Reporting Person is the beneficial owner of 3,797,607 shares of common stock of the Issuer, representing 16.1% of the Issuer's common stock based on 21,853,756 shares of the Issuer's common stock outstanding as of June 18, 2025. The foregoing includes (i) 1,487,831 shares held directly, (ii) 333,334 shares held by RSMC Partners, LLC, (iii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iv) 125,039 shares held by the Conlin Family Foundation Trust, (v) 612,110 Conversion Shares issuable upon conversion of the Note, (vi) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vii) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. The number of Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as described on page 2. The foregoing excludes (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. The Reporting Person is a member of RSMC Partners, LLC and Trustee of the Conlin Shakra Family Trust and Conlin Family Foundation Trust.</percentageOfClassSecurities>
        <numberOfShares>The Reporting Person is deemed to have sole power to vote or direct the vote of 3,797,607 shares of the Issuer's common stock, sole power to dispose or to direct the disposition of 3,464,273 shares of the Issuer's common stock, shared power vote or direct the vote of 0 shares of the Issuer's common stock and shared power to dispose or to direct the disposition of 333,334 shares of the Issuer's common stock  as more fully described on page 2.</numberOfShares>
        <transactionDesc>Other than the acquisition by the Reporting Person of an aggregate of 1,179,118 Pre-Funded Warrants to purchase shares of the Issuer's common stock (862,743 issued to the Reporting Person and 316,375 issued to Conlin Family Foundation Trust of which the Reporting Person is Trustee), the Reporting Person did not effect any transactions in the common stock of the Issuer in the past 60 days.</transactionDesc>
        <listOfShareholders>Not applicable.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Conlin Matthew</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Matthew Conlin</signature>
          <title>Matthew Conlin</title>
          <date>06/20/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
</edgarSubmission>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
