流利公司美股招股说明书(2025-09-25版)

11,742,854 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 11,742,854shares of our common stock, par value $0.0005 per share ( “Common Stock”), which are comprised of: (i) 5,114,285 shares (the“Shares”) of Common Stock issued in a private placement on August 19, 2025 (the “Private Placement”), pursuant to those certainSecurities Purchase Agreements (the “Securities Purchase Agreements”) by and among us and certain officers and/or directors(collectively, the “Inside Investors”) of Fluent, Inc. (“Fluent” or the “Company”), our largest stockholder and other accreditedinvestors (collectively, the “Purchasers”), dated as of August 19, 2025; (ii) 757,142 shares (the “Pre-funded Warrant Shares”) ofCommon Stock issuable upon the exercise of the pre-funded warrants (the “Pre-funded Warrants”) issued in the Private Placement;and (iii) 5,871,427 shares (the “Common Stock Warrant Shares” and together with the Pre-funded Warrant Shares, the “WarrantShares” and collectively with the Shares, the “Registrable Securities”) of Common Stock issuable upon exercise of the warrants(the “Common Stock Warrants” and together with the Pre-funded Warrants, the “Warrants”) issued in the Private Placement. The Shares, the Warrant Shares and the Warrants were issued to the investors in reliance upon the exemption from the registrationrequirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). We are registering the offer andresale of the Registrable Securities to satisfy the provisions of that certain registration rights agreement, dated August 19, 2025 (the“Registration Rights Agreement”), pursuant to which we agreed to register the resale of the Registrable Securities. We are not selling any Common Stock under this prospectus and will not receive any of the proceeds from the sale of theRegistrable Securities by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised for cash. The selling stockholders identified in this prospectus may offer the Registrable Securities from time to time through public orprivate transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, atvarying prices determined at the time of sale, or at negotiated prices. The registration of the Registrable Securities on behalf of theselling stockholders, however, does not necessarily mean that any of the selling stockholders will offer or sell their RegistrableSecurities under this registration statement or at any time in the near future. We provide more information about how the sellingstockholders may sell their Registrable Securities in the section entitled “Plan of Distribution” on page 23. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the RegistrableSecurities, or interests therein. We will not be paying any underwriting discounts or commissions in this offering. We will pay theexpenses of registering the Registrable Securities pursuant to this prospectus. Our Common Stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “FLNT.” On September 12, 2025, thelast reported sale price of our Common Stock was $2.02 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. An investment in our Common Stock involves a high degree of risk. See“Risk Factors”on page 3 of this prospectus formore information on these risks. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is September 24, 2025 TABLE OF CONTENTS PageSUMMARY1RISK FACTORS3DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS8PRIVATE PLACEMENT OF SHARES OF COMMON STOCK AND WARRANTS9SELLING STOCKHOLDERS10DESCRIPTION OF CAPITAL STOCK17PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS25WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF DOCUMENTS BY REFERENCE27 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into thisprospectus and any applicable prospectus supplement. Neither we nor the selling stockholders have authorized anyone to provideyou with different information. Neither we nor the selling stockholders are making an offer of these securities in any jurisdictionwhere the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectussupplement or any documents incorporated by reference is accurate as of any date other than the date of