Fluent Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period fromto Commission File Number:001-37893 FLUENT, INC.(Exact name of registrant as specified in its charter) 300 Vesey Street, 9th FloorNew York,New York10282(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (646)669-7272 Securities registered pursuant to Section12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, $0.0005 par value per shareFLNTTheNasdaqStock Market LLC Securities registered pursuant to Section12(g) of the Act: None Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.Yes☐No☒Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 suchreports), 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 thatthe 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,""smallerreporting company,"and "emerging growth company"in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-acceleratedfiler☒Smallerreportingcompany☒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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)Yes☐No☒ On June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the voting and non-voting equity held by non-affiliates of the registrant was approximately $27.8million based upon theclosing price of the registrant's common stock of $3.61 on The Nasdaq Capital Market as of that date. The number of shares outstanding of the registrant’s common stock, as ofMarch 27,2025, was20,643,660 DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Proxy Statement relating to its 2025Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission ("SEC")within 120 days after the end of the fiscal year endedDecember 31, 2024 are incorporated hereinby reference in Part III of this Annual Report on Form 10-K. FLUENT, INC.TABLE OF CONTENTS FOR FORM 10-K PART I Item1.Item1A.Item1B.Item1C.Item2.Item3.Item4. Business.Risk Factors.Unresolved Staff Comments.Cybersecurity.Properties.Legal Proceedings.Mine Safety Disclosures. PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.[Reserved].Management’s Discussion and Analysis of Financial Condition and Results of Operations.Quantitative and Qualitative Disclosures About Market Risk.Financial Statements and Supplementary Data.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Controls and Procedures.Other Information.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Item6.Item7.Item7A.Item8.Item9.Item9A.Item9B.Item9C. PART III Item10.Directors, Executive Officers and Corporate Gove