流利公司美股招股说明书(2025-12-31版)

Shares of Common Stock We have entered into an at-the-market issuance sales agreement, dated December 31, 2025 (the “ATM Agreement”) with LakeStreet Capital Markets, LLC (“Lake Street”) relating to shares of our common stock offered by this prospectus supplement andaccompanying prospectus. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our common This prospectus supplement should be read in conjunction with the accompanying base prospectus, and is qualified by referencethereto, except to the extent that the information herein amends or supersedes the information contained in the accompanying baseprospectus. This prospectus supplement is not complete without and may only be delivered or utilized in connection with, the Our common stock is listed on The Nasdaq Capital Market under the symbol “FLNT.” The last reported sale price of our commonstock on December 30, 2025 was $2.40 per share. As of December 30, 2025, the aggregate market value of our outstanding common stock held by non-affiliates was approximately$33.7 million, which was calculated based on 29,635,867 shares of outstanding common stock, of which 12,239,170 shares wereheld by non-affiliates, and a price per share of $2.75 based upon the closing price of our common stock on The Nasdaq CapitalMarket on December 23, 2025. We have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering).Accordingly,based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at the market” equity offerings as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market, the existing tradingmarket for our common stock, or any other existing trading market for our common stock. Lake Street is not required to sell anyspecific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with The compensation to Lake Street for sales of common stock sold pursuant to the ATM Agreement will be an amount up to 3.0% ofthe gross proceeds of any shares of common stock sold under the ATM Agreement. In connection with the sale of the commonstock on our behalf, Lake Street will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation paid to Lake Street will be deemed to be underwriting commissions or discounts. We have also agreed to provide Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading“Risk Factors”on page S-5 of this prospectus supplement, the accompanying prospectus, in the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2 PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 that we have filed with the Securities and ExchangeCommission (the “SEC”) utilizing a “shelf” registration process. Under the shelf registration process, we may offer securities,including shares of our common stock, having an aggregate offering price of up to $50,000,000 registered under the registration We are providing information to you about this offering of our common stock in two parts. The first part is this prospectussupplement, which provides you with specific information regarding the terms of this offering and our common stock, and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated September 9, Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus, together with the information incorporated by reference in this prospectus supplement, and any freewriting prospectus that we have authorized for use in connection with this offering when making your investment decision. Youshould also read and consider the information in the documents we have referred you to under the headings “Where You Can Find This prospectus supplement adds to and updates information contained in the documents incorporated by reference into theaccompanying prospectus. To the extent there is a conflict between t