Fluent Inc. filed SEC Form 8-K: Financial Statements and Exhibits

false 0001460329 0001460329 2026-01-31 2026-01-31

 

 

 

 

 

Date of Report (Date of earliest event reported) January 31, 2026

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

On January 31, 2026, Inbox Pal, LLC, an indirect subsidiary of Fluent, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with InsurCo, LLC (“Buyer”).

 

Pursuant to the Purchase Agreement, Buyer acquired all of the issued and outstanding membership interests of Winopoly, LLC, a New York limited liability company. The aggregate purchase price for the transaction is $3.0 million, payable to Fluent, LLC pursuant to a secured promissory note issued by Buyer at closing. The promissory note is secured by a first-priority security interest in substantially all assets of Buyer, subject only to subordination reasonably required for senior or additional financing as may be reasonablyrequired by a future lender.

 

In connection with the transaction, prior to closing, the Company contributed to Winopoly, LLC certain assets used or held for use primarily in the business being sold. The transaction excludes all working capital, including pre-closing accounts receivable.

 

The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions, and mutual releases, including provisions relating to employee matters and post-closing data use restrictions.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K

 

 

(d) Exhibits.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.