Donald Huntley Patrick - 19 Aug 2024 Form 4 Insider Report for Fluent, Inc. (FLNT)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
21 Aug 2024, 12:01:06 UTC
Prior SEC filing
17 Jul 2024
Next SEC filing
16 Dec 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Donald Patrick

Key filing fact

Donald Huntley Patrick filed Form 4 for Fluent, Inc. (FLNT) on 21 Aug 2024.

Key facts

  • This page summarizes Donald Huntley Patrick's Form 4 filing for Fluent, Inc. (FLNT).
  • 1 reported transaction and 1 derivative row are listed below.
  • Accepted by SEC: 21 Aug 2024, 12:01.

Change

  • Previous filing in this sequence was filed on 17 Jul 2024.
  • Current net transaction value: +$50,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FLNT transaction Derivative

Convertible Subordinated Promissory Note

Award

Transaction value
$50,000
Shares
Change %
Price
Shares after
$50,000
Date
19 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
Exercise price
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

The Convertible Subordinated Promissory Note (the "Note") accrues interest at 13% per annum and 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, 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; provided, however, that the applicable Conversion Price shall in no event be lower than the price established by clause (ii) (continued)

Footnote F2

above unless and until the Issuer obtains stockholder approval of the transactions contemplated by the Note, including the conversion features and pricing thereof, in accordance with the applicable rules of the Principal Market (or any other applicable national securities exchange) (the "Stockholder Approval"). Notwithstanding the foregoing, the Note is subject to additional limits on conversion until the Stockholder Approval is obtained, including an aggregate limit on the number of shares that may be issued upon conversion of all notes issued to investors on August 19, 2024, including the Note (collectively, the "August Notes"), to 19.99% of the Issuer's outstanding shares of common stock and provisions to prevent a change of control as defined in the rules of the Nasdaq Stock Market. (continued)

Footnote F3

The Issuer has agreed to use its reasonable efforts to secure the Stockholder Approval, including providing a recommendation FOR approval by the Issuer's board of directors. Holders of the August Notes will be permitted to vote on the Stockholder Approval, but may not vote any shares obtained from conversion of the August Notes prior to such vote. "Trading Day" means any day during which the Principal Market is open for trading.

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