Core Viewpoint - FLINT Corp. has received favorable recommendations from leading independent proxy advisors ISS and Glass Lewis for a proposed recapitalization transaction aimed at reducing debt, lowering annual interest costs, simplifying capital structure, and improving liquidity [1][4][7] Group 1: Recapitalization Transaction - The Recapitalization Transaction is designed to protect shareholder value, strengthen FLINT's financial position, and position the company for future growth [2][7] - The special meeting for common shareholders to vote on the Recapitalization Transaction is scheduled for September 23, 2025, with a voting cutoff on September 19, 2025 [3][5][7] Group 2: Proxy Advisors' Recommendations - ISS and Glass Lewis provided independent recommendations after reviewing the strategic rationale, credible process, and valuation of the Recapitalization Transaction [4][7] - ISS highlighted that the elevated non-approval risk warranted a favorable recommendation, while Glass Lewis supported the transaction based on the factors presented by FLINT [7]

Core Viewpoint - FLINT Corp. has received favorable recommendations from leading independent proxy advisors ISS and Glass Lewis for its proposed recapitalization transaction, which aims to reduce debt, lower annual interest costs, simplify capital structure, and enhance liquidity [1][4][7] Group 1: Recapitalization Transaction - The Recapitalization Transaction is designed to protect shareholder value, strengthen FLINT's financial position, and position the company for future growth [2] - The special meeting for common shareholders to vote on the Recapitalization Transaction is scheduled for September 23, 2025, with a voting cutoff on September 19, 2025 [3][5][7] Group 2: Proxy Advisors' Recommendations - ISS and Glass Lewis have independently reviewed the Recapitalization Transaction and determined that its strategic rationale and potential benefits warrant a favorable recommendation [4][7] - ISS highlighted the credible process and valuation, as well as the elevated non-approval risk, as reasons for their support [7] Group 3: Company Background - FLINT Corp. has over 100 years of experience providing solutions in the Energy and Industrial markets, including sectors such as Oil & Gas, Petrochemical, Mining, and Water Treatment [5]

Company Overview - Fluent, Inc. is a leader in commerce media solutions, connecting top-tier brands with highly engaged consumers [2] - The company leverages diverse ad inventory, robust first-party data, and proprietary machine learning to unlock additional revenue streams for partners [2] - Founded in 2010, Fluent specializes in performance marketing to drive monetization and increase engagement across the customer journey [2] Upcoming Events - Don Patrick, CEO, and Ryan Perfit, CFO, will participate in the 18th Annual Barrington Research Virtual Fall Investment Conference on September 16, 2025 [1] - They will be available for one-on-one meetings throughout the day [1]

Core Insights - Fluent, Inc. has appointed Virginia Marsh as Head of Data & Agencies to enhance its data monetization strategies and expand its data intelligence infrastructure through a partnership with Databricks [1][4] - The initiative marks the launch of Fluent's dedicated data solutions arm, focusing on privacy-first data collaboration, real-time audience modeling, and scalable activation for agencies, platforms, and brands [2][3] Group 1: Strategic Developments - The partnership with Databricks aims to future-proof Fluent's audience strategy by developing data products that prioritize privacy, performance, and long-term growth [3] - The integration utilizes the Databricks Data Intelligence Platform and Delta Sharing protocol, enabling secure and compliant sharing of audience insights while maintaining control and measurement precision [3] Group 2: Leadership and Vision - Virginia Marsh brings over a decade of experience in retail, CPG, AdTech, and MarTech, leading Fluent's external data strategy to create privacy-safe, outcome-driven data products [4][5] - Marsh emphasizes the need for identity-resolved, real-time data that facilitates strategic collaboration, segmentation, and monetization beyond Fluent's immediate operations [5] Group 3: Technological Advancements - The Delta Sharing technology allows seamless collaboration and data sharing across organizational boundaries, enriching and activating high-intent audience segments across media platforms [8] - Fluent aims to automate insights and measurement through AI-powered modeling while monetizing owned data assets in a compliant and privacy-forward manner [8]

Financial Data and Key Metrics Changes - The company reported Q2 2025 consolidated revenue of $44.7 million, reflecting a 19% decline compared to Q1 2025 [6] - Media margin for Q2 was $11.9 million, a decrease of 13% from Q1 2025 [6] - Adjusted EBITDA was negative $2.8 million, showing a 300k improvement from Q1 2025 [6][19] Business Line Data and Key Metrics Changes - Commerce Media Solutions revenue grew 121% year-over-year to $16.1 million, now representing 36% of total consolidated revenue, up from 12% in Q2 2024 [15][11] - Owned and operated revenue decreased approximately 49% in the quarter, primarily due to strategic shifts [17] - Commerce Media margin was $3.2 million or 20% of Commerce Media Solutions revenue, down from 30.4% in Q2 2024 [17] Market Data and Key Metrics Changes - The company anticipates that Commerce Media Solutions will become the majority of revenue by 2026 [7] - The commerce media market is projected to grow over $100 billion in the next five years, expected to account for 25% of all digital media spend by 2026 [11] Company Strategy and Development Direction - The company is shifting its focus towards Commerce Media Solutions, which is seen as a transformational pivot and a competitive advantage in a growing market [9][10] - The strategic pivot is supported by a recent equity financing of over $10 million to bolster the balance sheet and fuel growth [10][20] - The company aims to achieve positive adjusted EBITDA by Q4 2025 and for the full year 2026 [14][21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth trajectory of Commerce Media Solutions, expecting continued triple-digit growth [14] - The company is optimistic about the partnerships being established, which are expected to drive long-term dividends [12] - Management acknowledged the challenges faced in the owned and operated segment due to regulatory headwinds and pricing volatility [7][25] Other Important Information - The company ended Q2 2025 with $4.9 million in cash and cash equivalents, alongside $2.4 million in restricted cash [19] - Total net long-term debt was $19.9 million as of June 30, 2025, down from $31.9 million at the end of 2024 [20] Q&A Session Summary Question: What drove the declines in the owned and operated segment? - Management attributed the decline to the FTC settlement, which restricted media buying capabilities and increased pricing volatility on biddable platforms [23][25] Question: How is the partnership with Revise progressing? - The partnership is still in early stages but is showing good momentum with onboarding merchant partners [26][28] Question: What are the dynamics affecting margin pressures in Commerce Media? - Management indicated that margin pressures are due to early-stage solutions, competitive pricing strategies, and lower margins in new partnerships [32][34] Question: Can you discuss new placements beyond post transactions? - The company is exploring loyalty plays and post-event monetization opportunities, which are still in early development [41][42] Question: How does first-party data differentiate the company from competitors? - First-party data allows for better consumer targeting and monetization, driving better results for partners and enhancing revenue sharing [47][51]

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q2 2025 financials show **significant net loss**, **deteriorating financial position**, and management's **substantial doubt** about **going concern** [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, the balance sheet shows **declining total assets**, liabilities, and shareholders' equity Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | **$4,929** | **$9,439** | | Total current assets | **$46,948** | **$65,955** | | Total assets | **$74,471** | **$93,617** | | Total current liabilities | **$49,651** | **$64,682** | | Total liabilities | **$55,348** | **$68,662** | | Total shareholders' equity | **$19,123** | **$24,955** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2025 saw **significant revenue declines** and continued **net losses**, though the **net loss improved** year-over-year Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | **$44,706** | **$58,717** | **$99,916** | **$124,700** | | Loss from operations | **$(7,106)** | **$(10,378)** | **$(14,182)** | **$(14,331)** | | Net loss | **$(7,223)** | **$(11,627)** | **$(15,492)** | **$(17,903)** | | Basic and Diluted EPS | **$(0.30)** | **$(0.75)** | **$(0.68)** | **$(1.11)** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow turned **positive** in H1 2025, while investing and financing activities continued to use cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | **$3,047** | **$(13,199)** | | Net cash used in investing activities | **$(3,231)** | **$(3,542)** | | 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)** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes reveal a '**Going Concern**' warning, debt covenant **non-compliance**, and ongoing **capital raises** to maintain liquidity - Management has concluded there is **substantial doubt** about the Company's ability to continue as a **going concern** for **one year**, citing **declining revenue**, profitability challenges, and **potential insufficiency of borrowing capacity**[25](index=25&type=chunk)[28](index=28&type=chunk) - 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**. A subsequent amendment on August 15, 2025, **waived this non-compliance** contingent on **raising** at least **$8.5 million** in additional **capital**[27](index=27&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - The company has engaged in multiple **private placements** and warrant issuances throughout late **2024** and the first half of **2025** to **raise capital**, primarily from related parties including officers, directors, and the largest stockholder[111](index=111&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk) - Subsequent to the quarter end, on August 19, 2025, the company entered into agreements for a **private placement** to raise approximately **$10.3 million** in **gross proceeds** to satisfy the conditions of its latest debt amendment[152](index=152&type=chunk)[153](index=153&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **revenue decline** to media supply issues and divestitures, while reiterating **going concern doubt** due to covenant **non-compliance** [Second Quarter Financial Summary](index=39&type=section&id=Second%20Quarter%20Financial%20Summary) Q2 2025 saw a **24% revenue decrease**, but **net loss** and Adjusted EBITDA **improved** compared to Q2 2024 Q2 2025 vs Q2 2024 Financial Highlights | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Revenue | **$44.7 million** | **$58.7 million** | | Net Loss | **$7.2 million** | **$11.6 million** | | Net Loss per Share | **$0.30** | **$0.75** | | Adjusted EBITDA | **($2.8 million)** | **($4.5 million)** | [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Q2 2025 **revenue declined** due to O&O media supply issues, partially offset by Commerce Media Solutions **growth** and **workforce reductions** - Revenue from owned and operated marketplaces **fell to $21.4 million** in Q2 2025 from **$42.0 million** in Q2 2024, primarily due to **decreased media supply** following the FTC Consent Order[196](index=196&type=chunk) - Commerce Media Solutions revenue **grew significantly to $16.1 million** in Q2 2025 from **$7.3 million** in Q2 2024, partially offsetting the **decline** in the core business[196](index=196&type=chunk) - The company executed **workforce reductions** in Q1 2025 and throughout 2024, leading to **lower salary and benefit expenses** across Sales & Marketing, Product Development, and General & Administrative departments[215](index=215&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) **Liquidity** remains under pressure with debt covenant **non-compliance**, requiring a **capital raise** despite ongoing **going concern doubts** - As of June 30, 2025, the company was **not in compliance** with financial covenants under its SLR Credit Agreement, triggering a potential **event of default**[254](index=254&type=chunk)[264](index=264&type=chunk) - A Fifth Amendment to the credit agreement, dated August 15, 2025, **waived the non-compliance** contingent on the company **raising** at least **$8.5 million** in **capital** by August 19, 2025[254](index=254&type=chunk)[265](index=265&type=chunk) - To meet the financing condition, the company entered into agreements on August 19, 2025, for a **private placement** to **raise gross proceeds** of approximately **$10.3 million**[241](index=241&type=chunk) - Management has concluded that there is **substantial doubt** about the Company's ability to continue as a **going concern** for **one year** after the issuance date of the 10-Q[255](index=255&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from market risk disclosures - The company is a smaller reporting company and is **not required** to provide quantitative and qualitative disclosures about market risk[272](index=272&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective with no material changes to internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[274](index=274&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended June 30, 2025[275](index=275&type=chunk) [PART II - OTHER INFORMATION](index=57&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is **not currently involved** in any material legal proceedings - The company is **not currently party** to any material legal proceedings[277](index=277&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) **Substantial doubt** about **going concern** persists due to **declining revenue**, **losses**, and debt covenant **non-compliance**, with potential **margin compression** from new business investments - A primary risk factor is the **substantial doubt** about the company's ability to continue as a **going concern**, stemming from **declining revenue**, profitability issues, and debt covenant breaches[280](index=280&type=chunk)[283](index=283&type=chunk) - As of June 30, 2025, the company was **not in compliance** with its financial covenants, which could have resulted in an **event of default** and **debt acceleration**. A subsequent amendment provided a waiver contingent on an additional **capital raise**[282](index=282&type=chunk) - The company's investment in its **growing Commerce Media Solutions business** may lead to continued **margin compression**, and its ability to **improve profitability is uncertain**[287](index=287&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Certain stockholders and officers exercised pre-funded warrants, leading to the issuance of over **3.1 million** common shares - In Q2 2025, a total of **3,159,527 shares** of common stock were issued upon the exercise of pre-funded warrants by a principal stockholder and certain officers/directors[290](index=290&type=chunk)

[Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlights strong Commerce Media Solutions growth and strategic shift, projecting Q4 2025 adjusted EBITDA profitability and 2026 full-year growth - Commerce Media Solutions revenue grew **121%** year-over-year, with its annual revenue run rate now exceeding **$80 million**, a **23%** increase from the first quarter of 2025[3](index=3&type=chunk)[7](index=7&type=chunk) - The company is strategically reallocating resources from its owned and operated segment to the higher-growth Commerce Media Solutions, which is expected to become the majority revenue contributor in H2 2025[4](index=4&type=chunk) - Margins for Commerce Media Solutions were temporarily lower due to strategic expansion into new placements and incentives offered to secure long-term media partner contracts[3](index=3&type=chunk) - Fluent expects to achieve adjusted EBITDA profitability in the **fourth quarter of 2025**, with projections for full-year double-digit consolidated revenue growth and adjusted EBITDA profitability in **2026**[4](index=4&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Q2 2025 saw a 24% total revenue decrease to $44.7 million, driven by Owned and Operated decline, offset by 121% growth in Commerce Media Solutions Q2 2025 vs Q2 2024 Financial Performance (in millions, except per share data) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$44.7** | **$58.7** | **-24%** | | Commerce Media Solutions Revenue | $16.1 | $7.3 | +121% | | Owned and Operated Revenue | $21.4 | $42.0 | -49% | | Gross Profit | $10.3 | $12.6 | -18% | | Net Loss | $(7.2) | $(11.6) | +38% | | Net Loss Per Share | $(0.30) | $(0.75) | +60% | | Adjusted EBITDA Loss | $(2.8) | $(4.5) | +38% | H1 2025 vs H1 2024 Financial Performance (in millions, except per share data) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$99.9** | **$124.7** | **-20%** | | Commerce Media Solutions Revenue | $28.7 | $13.7 | +110% | | Owned and Operated Revenue | $52.5 | $86.7 | -39% | | Gross Profit | $21.7 | $31.2 | -30% | | Net Loss | $(15.5) | $(17.9) | +13% | | Net Loss Per Share | $(0.68) | $(1.11) | +39% | - Subsequent to the quarter, the company raised **$10.3 million** from new investors and insiders[7](index=7&type=chunk) [Business Outlook & Goals](index=2&type=section&id=Business%20Outlook%20%26%20Goals) Fluent's strategy focuses on accelerating Commerce Media Solutions growth, securing new partners, leveraging data and AI, and reaffirming Q4 2025 adjusted EBITDA profitability - Strategic goals include: - Accelerating growth of Commerce Media Solutions - Winning top-tier media partners in diverse new market verticals - Leveraging **14 years** of customer acquisition experience and first-party data as a competitive differentiator - Using AI to improve monetization and return Commerce Media Solutions gross margin to the **high twenties**[10](index=10&type=chunk) - The company reiterates its financial outlook, expecting adjusted EBITDA profitability in **Q4 2025**, as well as full-year double-digit consolidated revenue growth and full-year adjusted EBITDA profitability in **2026**[10](index=10&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Unaudited consolidated financial statements for Q2 2025 show decreased assets and liabilities, narrowed net loss, and improved cash from operations [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $74.5 million, total liabilities to $55.3 million, and shareholders' equity to $19.1 million Balance Sheet Summary (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $4,929 | $9,439 | | Accounts receivable, net | $31,227 | $46,532 | | **Total current assets** | **$46,948** | **$65,955** | | **Total assets** | **$74,471** | **$93,617** | | Total current liabilities | $49,651 | $64,682 | | **Total liabilities** | **$55,348** | **$68,662** | | **Total shareholders' equity** | **$19,123** | **$24,955** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2025 revenue was $44.7 million with a net loss of $7.2 million, improving from the prior year's $11.6 million net loss Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $44,706 | $58,717 | $99,916 | $124,700 | | Loss from operations | $(7,106) | $(10,378) | $(14,182) | $(14,331) | | **Net loss** | **$(7,223)** | **$(11,627)** | **$(15,492)** | **$(17,903)** | | Basic & Diluted loss per share | $(0.30) | $(0.75) | $(0.68) | $(1.11) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 saw net cash provided by operating activities of $3.0 million, a turnaround from $13.2 million used in H1 2024 Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $3,047 | $(13,199) | | Net cash used in investing activities | $(3,231) | $(3,542) | | Net cash (used in) provided by financing activities | $(3,198) | $7,374 | | **Net decrease in cash** | **$(3,382)** | **$(9,367)** | [Non-GAAP Financial Measures & Reconciliations](index=8&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) Fluent uses non-GAAP measures like Media Margin and Adjusted EBITDA, with Q2 2025 showing improved adjusted EBITDA loss and stable total media margin percentage - The company uses Media Margin to measure the financial return on media costs, Adjusted EBITDA to evaluate operating performance, and Adjusted Net Income to provide a different view of overall financial performance[33](index=33&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(7,223) | $(11,627) | $(15,492) | $(17,903) | | **Adjusted EBITDA** | **$(2,773)** | **$(4,504)** | **$(5,857)** | **$(3,839)** | Media Margin Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Media Margin** | **$11,943** | **$15,665** | **$25,674** | **$37,804** | | Total Media Margin % | 26.7% | 26.7% | 25.7% | 30.3% | | **Commerce Media Margin** | **$3,217** | **$2,219** | **$6,328** | **$4,218** | | Commerce Media Margin % | 20.0% | 30.4% | 22.0% | 30.9% | [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This section provides a forward-looking statement disclaimer, highlighting risks including credit agreement compliance, going concern doubts, and competitive industry challenges - The press release contains forward-looking statements that are not guarantees of future performance and are subject to various risks and uncertainties[13](index=13&type=chunk) - Key risk factors include: - Compliance with credit agreements and substantial doubt about the ability to continue as a going concern - Operating in a competitive, rapidly changing, and highly regulated industry - Investment in the Commerce Media Solutions business may continue to compress margins - Dependence on key personnel and third-party service providers[13](index=13&type=chunk)

Core Viewpoint - Fluent, Inc. reported strong growth in its Commerce Media Solutions business, with a year-over-year revenue increase of 121% and a run rate growth of 23% compared to the first quarter of 2025, while also anticipating continued growth in the latter half of the year [2][3]. Financial Performance - Q2 2025 revenue was $44.7 million, a decrease of 24% from $58.7 million in Q2 2024 [6]. - Commerce Media Solutions revenue grew 121% to $16.1 million, representing 36% of total revenue, up from 12% in Q2 2024 [5][6]. - Owned and Operated revenue decreased 49% to $21.4 million compared to $42.0 million in Q2 2024 [6]. - The company reported a net loss of $7.2 million, or $0.30 per share, compared to a net loss of $11.6 million, or $0.75 per share, for Q2 2024 [6][7]. Strategic Outlook - The company expects Commerce Media Solutions to become the majority revenue contributor in the second half of 2025, marking a significant milestone [3]. - Fluent anticipates adjusted EBITDA profitability in Q4 2025 and full-year double-digit revenue growth and adjusted EBITDA profitability in 2026 [3][8]. Key Metrics - Commerce Media Solutions annual revenue run rate now exceeds $80 million, reflecting a 23% quarter-over-quarter increase [5]. - Gross profit (exclusive of depreciation and amortization) for Q2 2025 was $10.3 million, representing 23% of revenue, while Commerce Media Solutions reported a gross profit of $2.9 million, an increase of 43% over Q2 2024 [6][21]. - Adjusted EBITDA loss for Q2 2025 was $2.8 million, an improvement of $1.7 million compared to Q2 2024 [6][29]. Capital and Investment - The company raised $10.3 million from new investors and insiders subsequent to the quarter [5].

Core Viewpoint - Fluent, Inc. has announced a definitive agreement for the issuance and sale of 5,871,427 shares of common stock at an effective purchase price of $1.75 per share, aiming to raise approximately $10.3 million in gross proceeds to bolster its balance sheet and support growth plans [1][3]. Group 1: Private Placement Details - The private placement includes pre-funded warrants with an exercise price of $0.0005, which will be exercisable upon stockholder approval [1]. - The warrants have an exercise price of $2.21 per share and will be exercisable starting six months after issuance, expiring five years from the initial exercisability date [1]. - The offering is expected to close on or about August 19, 2025, subject to customary closing conditions [1]. Group 2: Financial Implications - The gross proceeds from the private placement are expected to be approximately $10.3 million, before deducting fees and expenses [3]. - If fully exercised, the additional gross proceeds from the warrants and pre-funded warrants could amount to approximately $13.0 million [3]. - The net proceeds from the private placement are intended for working capital and general corporate purposes [3]. Group 3: Company Overview - Fluent, Inc. is a leader in commerce media solutions, connecting brands with engaged consumers through exclusive ad inventory and first-party data [7]. - The company has experienced triple-digit growth in its Commerce Media Solutions business, attracting a growing list of world-class brands [2]. - Founded in 2010, Fluent leverages performance marketing expertise to drive monetization and enhance customer engagement [7].

Core Insights - Fluent, Inc. has expanded its partnership with Authentic Brands Group, enhancing its position as a post-purchase monetization partner for retailers [1][2] - Authentic Brands Group owns a portfolio generating over $32 billion in global annual retail sales, and the partnership aims to add millions of annual transactions to Fluent's network [2][3] Company Overview - Fluent, Inc. is a commerce media solutions provider that connects brands with engaged consumers, leveraging exclusive ad inventory and first-party data [5] - Founded in 2010, Fluent focuses on performance marketing to drive monetization and enhance customer engagement [5] Partnership Details - The expanded partnership will support post-purchase monetization for additional brands including Reebok, Vince Camuto, and Champion, among others [2][3] - Fluent's technology allows retail partners to deliver personalized offers that enhance customer experience without disrupting the purchasing process [3][4] Strategic Importance - The partnership is seen as a significant step in building a high-performance commerce media network, unlocking premium ad inventory for brands [3] - Authentic Brands Group recognizes Fluent's data-driven approach as a means to drive new revenue and improve customer experience [4]