Fluent to sell 5.871M shares at $1.75 in private placement

Fluent (FLNT) announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 5,871,427 shares of its common stock at an effective purchase price of $1.75 per share and accompanying warrant in a private placement. The warrants will have an exercise price of $2.21 per share, will be exercisable commencing six months and one day from the date of issuance and will expire on the fifth anniversary of the date of initial exercisability. The pre-funded warrants will have an exercise price of $0.0005 and those purchased by officers and directors of the company will be exercisable commencing upon receipt of stockholder approval of the issuance of such pre-funded warrants and the shares of common stock issuable upon exercise thereof under Nasdaq’s compensation rules and will expire when exercised in full. The private placement is expected to close on or about August 19, subject to the satisfaction of customary closing conditions. Benchmark is acting as the sole placement agent for the offering. The Kestrel Merchant Partners group at Benchmark was responsible for sourcing and executing the offering. An affiliate of Kestrel is purchasing shares and accompanying warrants in the offering on the same terms as the other investors. The gross proceeds to the company from the private placement are expected to be approximately $10.3M, before deducting the placement agent’s fees and other offering expenses payable by the company. The potential additional gross proceeds to the company from the warrants and pre-funded warrants, if fully-exercised on a cash basis, would be approximately $13M; however, no assurance can be given that any of such warrants will be exercised on a cash basis, or at all. The company currently intends to use the net proceeds from the private placement for working capital and general corporate purposes.