UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to §240.13d-1(a) and Amendments
Thereto Filed Pursuant to §240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
Fluent, Inc.
(Formerly known as Cogint, Inc.)
(Name of Issuer)
Common Stock, par value $0.0005 per share
(Title of Class of Securities)
34380C102
(CUSIP Number)
Daniel Barsky, Esq.
Fluent, Inc.
33 Whitehall Street, 15th Floor
New York, NY 10004
(646) 669-7272
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 19, 2023
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 34380C102
| 1. |
NAMES OF REPORTING PERSONS
Phillip Frost, M.D. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x (b) ¨ | ||
| 3. |
SEC USE ONLY
| ||
| 4. |
SOURCE OF FUNDS (see instructions)
OO | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
50,000 | |
| 8. |
SHARED VOTING POWER
18,834,874 (1) | ||
| 9. |
SOLE DISPOSITIVE POWER
50,000 | ||
| 10. |
SHARED DISPOSITIVE POWER
18,834,874 (1) | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,884,874 (1) | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨ | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%(2) | ||
| 14. |
TYPE OF REPORTING PERSON (see instructions)
IN | ||
| (1) | Frost Gamma Investments Trust (“Gamma Trust”) beneficially owns 18,834,874 shares. Dr. Phillip Frost is the trustee of Gamma Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. |
| (2) | Based on 81,147,991 shares of the Company’s common stock outstanding as of August 17, 2023 (based on the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023). |
CUSIP No. 34380C102
| 1. |
NAMES OF REPORTING PERSONS
Frost Gamma Investments Trust 46-0464745 | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x (b) ¨ | ||
| 3. |
SEC USE ONLY
| ||
| 4. |
SOURCE OF FUNDS (see instructions)
OO | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
| |
| 8. |
SHARED VOTING POWER
18,834,874 (1) | ||
| 9. |
SOLE DISPOSITIVE POWER
| ||
| 10. |
SHARED DISPOSITIVE POWER
18,834,874 (1) | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,834,874 (1) | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨ | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2%(2) | ||
| 14. |
TYPE OF REPORTING PERSON (see instructions)
OO | ||
| (1) | Gamma Trust beneficially owns 18,834,874 shares. Dr. Phillip Frost is the trustee of Gamma Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. |
| (2) | Based on 81,147,991 shares of the Company’s common stock outstanding as of August 17, 2023 (as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023). |
CUSIP No. 34380C102
This Amendment No. 21 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on December 6, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on October 15, 2008, Amendment No. 2 to the Schedule 13D filed on April 13, 2009, Amendment No. 3 to the Schedule 13D filed on May 1, 2009, Amendment No. 4 to the Schedule 13D filed on July 14, 2009, Amendment No. 5 to the Schedule 13D filed on December 24, 2009, Amendment No. 6 to the Schedule 13D filed on November 22, 2011, Amendment No. 7 to the Schedule 13D filed on July 20, 2012, Amendment No. 8 to the Schedule 13D filed on August 23, 2012, Amendment No. 9 to the Schedule 13D filed on January 17, 2013, Amendment No. 10 to the Schedule 13D filed on July 12, 2013, Amendment No. 11 to the Schedule 13D filed on February 14, 2014, Amendment No. 12 to the Schedule 13D filed on April 6, 2015, Amendment No. 13 to the Schedule 13D filed on January 20, 2016, Amendment No. 14 to the Schedule 13D filed on March 29, 2016, Amendment No. 15 to the Schedule 13D filed on May 18, 2016, Amendment No. 16 to the Schedule 13D filed on July 21, 2016, Amendment No. 17 to the Schedule 13D filed on December 28, 2016, Amendment No. 18 to the Schedule 13D filed on December 22, 2017, Amendment No. 19 to the Schedule 13D filed on April 6, 2018, and Amendment No. 20 to the Schedule 13D filed on February 14, 2019 (together the “Original Schedule 13D”), by Phillip Frost, M.D. (“Frost”) and Frost Gamma Investments Trust (“Gamma Trust”) (collectively, the “Reporting Persons”).
| Item 1. | Security and Issuer. |
No material change.
| Item 2. | Identity and Background. |
No material change.
CUSIP No. 34380C102
| Item 3. | Source and Amount of Funds or Other Consideration. |
No material change.
| Item 4. | Purpose of Transaction. |
No material change.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is deleted in its entirety and replaced with the following text:
(a) The Reporting Persons is the beneficial owner of 18,884,874 shares of common stock of the Issuer, representing 23.3% of the Issuer’s common stock. The percentage of beneficial ownership is based upon 81,147,991 shares of the Company’s common stock outstanding as of August 17, 2023 (as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023).
(b) The information contained on the cover page to this Amendment is incorporated herein by reference.
(c) Transactions in the Issuer’s securities effected by the Reporting Persons during the past sixty days:
On September 19, 2023, the Reporting Persons purchased an aggregate of 100,000 shares of the Issuer’s common stock at a price of $0.46 per share.
There were no additional transactions in the last 60 days.
(d)-(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No material change.
| Item 7. | Materials to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement, dated April 6, 2018 by and between the Reporting Persons (previously filed).
CUSIP No. 34380C102
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: September 25, 2023 |
/s/ Phillip Frost, M.D. | |
| Phillip Frost, M.D., individually | ||
| FROST GAMMA INVESTMENTS TRUST | ||
| Dated: September 25, 2023 | By: |
/s/ Phillip Frost, M.D. |
| Phillip Frost, M.D., Trustee | ||