0001437749-24-035493 | 10-Q | XBRL Viewer

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	*September 30, 2024*						*December 31, 2023*
	*Level 1*		*Level 2*		*Level 3*		*Level 1*		*Level 2*		*Level 3*
Assets:
Restricted cash	$	1,255		—		—	$	—		—		—
Liabilities:
Long term debt, net⁽¹⁾		—		34,236		—		—		30,488		—
Convertible Notes, with related parties		—		—		4,860		—		—		—
Contingent consideration in connection with TAPP consolidation⁽²⁾		—		—		958		—		—		1,950
Consideration for True North Sale⁽³⁾		—		489		—		—		—		—

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	*Amount*
Fair value as of August 19, 2024	$	4,160
Loss on change in fair value reported in the consolidated statement of operations		700
Fair value as of September 30, 2024	$	4,860

	*Amount*
Fair value as of December 31, 2023	$	1,950
Payment for annual bonus		(1,083	)
Adjustment to compensation expense		91
Fair value as of September 30, 2024	$	958

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

Assumptions	*September 30, 2024*
Face value of principal payable	$	2,050
Strike price		3.01
Value of common stock		3.66
Expected term (years)		4.5
Volatility		79.0	%
Risk free rate		3.8	%
Discount rate		16.8	%

Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (25,847)

$ (61,319)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

^[1]

7,507

8,112

Non-cash loan amortization expense

1,202

330

Non-cash gain on contingent consideration

250

Non-cash loss on early extinguishment of debt

1,009

Share-based compensation expense

1,490

2,958

Fair value adjustment of Convertible Notes, with related parties

(2,810)

Goodwill impairment

1,261

55,405

Impairment of intangible assets

980

Allowance for credit losses

412

(51)

Changes in assets and liabilities, net of business acquisitions:

Accounts receivable

3,359

14,700

Prepaid expenses and other current assets

(1,542)

(4,563)

Other non-current assets

280

228

Operating lease assets and liabilities, net

(242)

(248)

Accounts payable

(3,052)

5,651

Accrued expenses and other current liabilities

(510)

(10,869)

Deferred revenue

185

(522)

Other

(1,015)

(117)

Net cash (used in) provided by operating activities

(11,963)

9,695

CASH FLOWS FROM INVESTING ACTIVITIES:

Capitalized costs included in intangible assets

(4,727)

(4,093)

Business acquisitions, net of cash acquired

(1,250)

Acquisition of property and equipment

(1)

(25)

Net cash used in investing activities

(4,728)

(5,368)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of long-term debt, net of debt financing costs

54,617

Repayments of long-term debt

(56,214)

(8,750)

Exercise of stock options

Debt financing costs

(1,625)

(375)

Proceeds from issuance of warrants

9,900

Proceeds from exercise of warrants

Proceeds from Convertible Notes, with related parties

2,050

(236)

Net cash (used in) provided by financing activities

8,729

(9,361)

Net decrease in cash, cash equivalents, and restricted cash

(7,962)

(5,034)

Cash, cash equivalents, and restricted cash at beginning of period

15,804

25,547

Cash, cash equivalents, and restricted cash at end of period

7,842

20,513

SUPPLEMENTAL DISCLOSURE INFORMATION

Cash paid for interest

2,661

2,234

Cash paid for income taxes

114

Share-based compensation capitalized in intangible assets

Long-term debt issuance

2,000

Consideration for True North

989

TAPP LLC [Member]

SUPPLEMENTAL DISCLOSURE INFORMATION

Contingent payments in connection with TAPP consolidation

$ 0

$ 2,915

[1]	Revenue aggregation is based upon location of the customer.

Note 2 - Income (loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator:
Net loss	$	(7,944	)	$	(33,627	)	$	(25,847	)	$	(61,319	)
Denominator:
Weighted average shares outstanding		16,164,301			13,526,824			14,495,341			13,466,371
Weighted average restricted shares vested not delivered		287,972			286,599			287,912			285,539
Total basic weighted average shares outstanding		16,452,273			13,813,423			14,783,253			13,751,910
Dilutive effect of assumed conversion of restricted stock units		—			—			—			—
Total diluted weighted average shares outstanding		16,452,273			13,813,423			14,783,253			13,751,910
Basic and diluted income (loss) per share:
Basic	$	(0.48	)	$	(2.43	)	$	(1.75	)	$	(4.46	)
Diluted	$	(0.48	)	$	(2.43	)	$	(1.75	)	$	(4.46	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Restricted stock units		993,623		916,563		993,623		916,563
Stock options		397,668		305,167		397,668		305,167
Total anti-dilutive securities		1,391,291		1,221,730		1,391,291		1,221,730

Note 5 - Long-term Debt, Net (Details Textual) - USD ($)					3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2024	Aug. 19, 2024	Apr. 02, 2024	Mar. 17, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Repayments of Long-Term Debt								$ 56,214,000	$ 8,750,000
Gain (Loss) on Extinguishment of Debt					$ 0	$ 0		(1,009,000)	0
Long-Term Debt, Gross	$ 36,286,000				36,286,000			36,286,000
Proceeds from Convertible Debt								2,050,000	0
Convertible Notes Payable, Fair Value Adjustment					2,810,000	$ (0)		2,810,000	$ (0)
Convertible Notes [Member]
Debt Instrument, Face Amount	$ 2,050,000				$ 2,050,000			$ 2,050,000
Proceeds from Convertible Debt		$ 2,050,000
Debt Instrument, Interest Rate, Stated Percentage	13.00%	13.00%			13.00%			13.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share)		$ 3.01
Common Stock Shares Outstanding, Percentage		19.99%
Convertible Notes Payable, Fair Value Adjustment		$ 2,110,000			$ 700,000			$ 700,000
Convertible Debt, Fair Value Disclosures	$ 4,860,000				$ 4,860,000			$ 4,860,000
Convertible Notes [Member] \| Minimum [Member]
Debt Instrument, Convertible, Conversion Price (in dollars per share)		$ 1
Notes Payable to Banks [Member]
Debt Instrument, Face Amount				$ 2,000,000
Debt Instrument, Basis Spread on Variable Rate					11.00%		11.00%
Debt Instrument, Interest Rate, Effective Percentage	16.17%			16.32%	16.17%			16.17%
Debt Instrument, Quarterly Principal Amortization				$ 250,000
Notes Payable to Banks [Member] \| Maximum [Member]
Debt Instrument, Collateral Amount				$ 1,000,000
Notes Payable to Banks [Member] \| CME Term SOFR [Member]
Debt Instrument, Basis Spread on Variable Rate				11.00%
The Credit Agreement [Member]
Repayments of Long-Term Debt			$ 30,000,000
Gain (Loss) on Extinguishment of Debt			$ 1,009
SLR Credit Agreement [Member]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.50%
Debt Instrument, Term (Year)			5 years
Debt Instrument, Basis Spread on Variable Rate	5.75%		5.25%
Debt Instrument, Secured Overnight Financing Rate SOFR Floor			1.50%
Line of Credit Facility, Fixed Charge Coverage Ratio			1.1
Debt Instrument, Interest Rate, Effective Percentage	11.03%		10.81%		11.03%			11.03%
Debt Issuance Costs, Net	$ 903,000				$ 903,000			$ 903,000
Debt Instrument, Unamortized Discount	$ 827,000				$ 827,000			827,000
SLR Credit Agreement [Member] \| Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument, Basis Spread on Variable Rate			0.26161%
SLR Credit Agreement [Member] \| Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	5.75%		5.25%		5.75%		5.25%
Debt Instrument, Reduced Basis Spread on Variable Rate			5.00%
SLR Credit Agreement [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 30,000,000
Long-Term Debt, Gross	$ 32,486,000				$ 32,486,000			32,486,000
SLR Credit Agreement [Member] \| Term Loan [Member]
Debt Instrument, Face Amount			$ 20,000,000
SLR Revolver [Member] \| Revolving Credit Facility [Member]
Long-Term Debt, Gross	$ 12,486,000				$ 12,486,000			$ 12,486,000

Note 12 - Variable Interest Entity

9 Months Ended

Sep. 30, 2024

Variable Interest Entity Disclosure [Text Block]

12. Variable Interest Entity

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and as of the reporting date.

True North

On May 1, 2024, the Company and Caspian Ventures, LLC ("Caspian") entered into a membership interest purchase agreement pursuant to which the Company conveyed 100% of the membership interests of True North Loyalty, LLC and its direct and indirect subsidiaries (collectively, "True North") to Caspian (the "True North Conveyance"). True North is a subscription-based business that utilizes call center operations and other media channels to market third-party recurring revenue services to consumers. The deemed fair value of the consideration received was $989, which consisted of (i) the forgiveness of a $500 deferred payment owed by the Company in connection with the True North Acquisition on January 1, 2022, (ii) a share of the True North contribution margin after the closing until the Company has received an amount equal to the closing net working capital of approximately $168, and (iii) a continued share of the True North contribution margin of an additional amount at fair value of $321. The True North founder who entered into an employment agreement in connection with the True North Acquisition has remained an employee of the Company after the closing of the True North Conveyance. It was determined that True North did not meet the discontinued operations criterion under ASC 205-20, Discontinued Operations.

In accordance with ASC 810, Consolidation ("ASC 810"), the Company determined that True North was a VIE based upon the receivable for the consideration to be received. Initially, as the majority membership owner of Caspian remained a full-time employee of the Company and had the power to unilaterally make significant decisions at True North, it was determined that the Company was the primary beneficiary of Caspian and therefore should consolidate Caspian's operations going forward, under the de facto agent guidance. As a result, no gain or loss was to be recognized on the True North Conveyance. On September 1, 2024, Caspian’s operating agreement was amended to require the consent of multiple members rather than a majority interest for major decisions. As a result, the Company determined that it was no longer the primary beneficiary, and under ASC 810, True North was no longer consolidated as of September 1, 2024. No gain or loss was recognized for the three months ended September 30, 2024. The Company will have no continued business relationship with True North apart from receiving the remaining consideration owed by True North.

The Company’s total exposure to True North consists solely of the carrying amount of the receivable related to the True North Conveyance which is recorded as other non-current assets totaling $489 as of September 30, 2024.

TAPP

On January 9, 2023, the Company entered into employment agreements with certain key employees of TAPP, an influencer-based business that uses an application to utilize its relationships with influencers to bring consumers to advertising clients. The Company is also a customer of TAPP and accounts for the majority of TAPP's revenues. As a result of significant influence over TAPP's key employees and financial performance, the Company determined that TAPP qualified as a VIE in which the Company has a variable interest and that the Company is the primary beneficiary. Therefore, the Company consolidates the TAPP operations. As the Company does not have an equity interest in TAPP, 100% of the net assets and results of the operations of TAPP are attributable to non-controlling interests.

As the Company gained control of TAPP, in accordance with ASC 805, Business Combinations, it was then determined that TAPP constituted a business. The deemed fair value of the consideration was $4,165, which consisted of $1,250 of initial cash and $2,915 contingent upon the achievement of specified revenue and media margin targets over three years. The fair value of assets acquired, which excluded the immaterial net-working capital, were determined to be the publisher contracts of $1,100, which were valued using the 'with or without' method, a variation of the income approach, to be amortized over a period of one year and industry-based trade secrets of $1,510, which were valued using the excess earnings method, a variation of the income approach, to be amortized over a period of four years. The amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill in the amount of $1,555 and primarily represents workforce and expected cash flow generation for the TAPP business that does not qualify for separate recognition as intangible assets included within the Fluent operating segment. For tax purposes, the value of the acquisition payments is treated as ordinary compensation for services rendered, deductible when paid and included in the employees' wages.

Note 6 - Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Convertible Notes [Member] $ in Thousands	Sep. 30, 2024 USD ($)
Debt Instrument, Face Amount	$ 2,050
Measurement Input, Strike Price [Member]
Debt Instrument, Measurement Input	3.01
Measurement Input, Share Price [Member]
Debt Instrument, Measurement Input	3.66
Measurement Input, Expected Term [Member]
Debt Instrument, Measurement Input	4.5
Measurement Input, Price Volatility [Member]
Debt Instrument, Measurement Input	0.79
Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument, Measurement Input	0.038
Measurement Input, Discount Rate [Member]
Debt Instrument, Measurement Input	0.168

Note 8 - Equity

9 Months Ended

Sep. 30, 2024

Equity [Text Block]

8. Equity

Common stock

Effective at 6:00 p.m. Eastern Time on April 11, 2024, the Company effected a 1-for-6 (the "Reverse Stock Split Ratio") reverse split of the issued shares of the Company's common stock (the "Reverse Stock Split") pursuant to a certificate of amendment to the Company's Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on April 11, 2024. As a result of the Reverse Stock Split, every six shares of common stock issued and outstanding or held by the Company in treasury stock were combined and reclassified into one share of common stock. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who were otherwise entitled to receive a fractional share received an additional fraction of a share of common stock to round up to the next whole share. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder's percentage ownership interest or any stockholder's proportionate voting power, except for immaterial adjustments that resulted from the treatment of fractional shares. The Reverse Stock Split did not change the number of authorized shares of common stock or the par value per share of the common stock.

The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from 81,571,864 shares to 13,660,598 shares and reduced the issued shares of common stock held by the Company in treasury stock from 4,611,569 shares to 768,595 shares.

The common stock began trading on a reverse split-adjusted basis at the opening of trading on The Nasdaq Capital Market on April 12, 2024, under the same symbol (FLNT) with a new CUSIP number (34380C 201).

As of the effective time of the Reverse Stock Split, the number of shares available for issuance under the Company's equity incentive plans and the number of shares issuable pursuant to each outstanding equity award immediately prior to the Reverse Stock Split were reduced proportionately at the Reverse Stock Split Ratio, and the exercise price for each outstanding stock option was increased in inverse proportion to the Reverse Stock Split Ratio.

As of September 30, 2024 and December 31, 2023, the number of issued shares of common stock was 17,645,368 and 14,384,936, respectively, which included shares of treasury stock of 768,595 and 768,595, respectively.

For the nine months ended September 30, 2024, the increase in the number of issued shares of common stock was the result of the exercise of 2,955,084 shares related to the warrants, as described below, and 305,348 shares of common stock issued upon vesting of RSUs, in which no shares of common stock were withheld to cover statutory taxes upon such vesting.

Treasury stock

As of September 30, 2024 and December 31, 2023, the Company held shares of treasury stock of 768,595 and 768,595, respectively, with a cost of $11,407 and $11,407, respectively.

The Company's share-based incentive plans allow employees the option to either make a cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock may be taken into treasury stock by the Company or sold on the open market. For the nine months ended September 30, 2024, no shares of common stock were withheld to cover statutory taxes owed by certain employees for this purpose. See Note 9, Share-based compensation.

Warrants

On May 13, 2024, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with certain accredited investors (the "Purchasers"), pursuant to which the Company sold pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 2,955,084 shares of the Company's common stock, at a purchase price of $3.384 per Pre-Funded Warrant (the "Private Placement"). The Purchasers included three individuals who are officers and/or directors of the Company and a principal stockholder of the Company. No underwriting discounts or commissions were paid with respect to the Private Placement.

The aggregate gross proceeds for the Private Placement totaled $10,000, before deducting offering expenses payable by the Company of $100. The Pre-Funded Warrants, which terminated when exercised in full, had an exercise price of $0.0005 per share of common stock and became immediately exercisable upon stockholder approval of the Private Placement. In connection with the Private Placement, the Company entered into Support Agreements with three of the Purchasers, the Company's largest stockholders, who agreed to vote all of their beneficially owned shares of the Company's common stock in favor of the corporate actions required for stockholder approval. Stockholder approval of the Private Placement was obtained on July 2, 2024, at a special meeting of the Company's stockholders.

As of September 30, 2024, all of the Pre-Funded Warrants had been exercised. The issuance of the shares upon exercise of the Pre-Funded Warrants was made in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 as amended.

The settlement of the Pre-Funded Warrants was reflected in the Company's stockholder's equity within common stock and additional paid-in-capital as of September 30, 2024. In accordance with ASC 815-40, Derivatives and Hedging, a contract is classified as an equity agreement if it is both indexed to its own stock and classified in stockholder's equity in its financial position. The Pre-Funded Warrants met the requirements of being classified as equity because (i) they had a fixed share limit and the Company had sufficient authorized and unissued shares, (ii) they required physical or net share settlement, and (iii) no cash payments or settlement top-off was required by the Company.

The entire disclosure for equity.

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Note 12 - Variable Interest Entity (Details Textual) - USD ($) $ in Thousands	May 01, 2024	Jan. 09, 2023	Sep. 30, 2024	Dec. 31, 2023
Goodwill			$ 0	$ 1,261
TAPP LLC [Member]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage		100.00%
Business Combination, Consideration Transferred		$ 4,165
Payments to Acquire Businesses, Gross		1,250
Business Combination, Consideration Transferred, Liabilities Incurred		2,915
Goodwill		1,555
TAPP LLC [Member] \| Publisher Contracts [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 1,100
Finite-Lived Intangible Asset, Useful Life (Year)		1 year
TAPP LLC [Member] \| Trade Secrets [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 1,510
Finite-Lived Intangible Asset, Useful Life (Year)		4 years
TAPP LLC [Member] \| Achievement of Specified Revenue and Media Margin Targets [Member]
Business Combination, Contingent Consideration, Liability, Period (Year)		3 years
True North Loyalty, LLC [Member]
Subsidiary, Ownership Percentage, Parent	100.00%
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates	$ 989
Accounts Receivable, before Allowance for Credit Loss, Noncurrent			$ 489
True North Loyalty, LLC [Member] \| Divestiture of Interest, Consideration, Deferred Payment Forgiveness [Member]
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates	500
True North Loyalty, LLC [Member] \| Divestiture of Interest, Consideration, Closing Net Working Capital [Member]
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates	168
True North Loyalty, LLC [Member] \| Divestiture of Interest, Consideration, Share of Contribution Margin [Member]
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates	$ 321

Note 3 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 01, 2022	Apr. 01, 2020
Asset Impairment Charges	$ 0	$ 29,705	$ 2,241	$ 55,405
Amortization of Intangible Assets	2,299	$ 2,559	7,277	$ 7,810
Customer Relationships [Member]
Asset Impairment Charges			383
Finite-Lived Intangible Assets, Gross	36,686		36,686		$ 39,168
Internallly-developed Software [Member]
Asset Impairment Charges			597
Software Developed for Internal Use, Not Commenced Amortization [Member]
Finite-Lived Intangible Assets, Gross	$ 601		$ 601
Winopoly, LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired							50.00%
True North Loyalty, LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired						100.00%

Note 1 - Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Apr. 11, 2024	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 $ / shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Earnings Per Share, Basic (in dollars per share)		$ (0.48)	$ (2.43)	$ (1.75)	$ (4.46)
Earnings Per Share, Diluted (in dollars per share)		$ (0.48)	$ (2.43)	$ (1.75)	$ (4.46)
Contract with Customer, Liability, Current \| $		$ 428		$ 428		$ 430	$ 1,014
Unbilled Receivables, Current \| $		17,299		17,299		$ 21,488	$ 26,878
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	6
Revision of Prior Period, Error Correction, Adjustment [Member]
Accounts Receivable, after Allowance for Credit Loss \| $		$ 1,958		$ 1,958
Earnings Per Share, Basic (in dollars per share)		$ 0.13
Earnings Per Share, Diluted (in dollars per share)		$ 0.12

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

Note 3 - Intangible Assets, Net

9 Months Ended

Sep. 30, 2024

Intangible Assets Disclosure [Text Block]

3. Intangible assets, net

Intangible assets, net, other than goodwill, consist of the following:

	*Amortization period (in years)*		*September 30, 2024*			*December 31, 2023*
Gross amount:
Software developed for internal use		3	$	23,997			20,175
Acquired proprietary technology		3-5		15,792			16,972
Customer relationships		5-10		36,686			39,168
Trade names		4-20		16,657			16,657
Domain names		20		195			195
Databases		5-10		31,292			31,292
Non-competition agreements		2-5		1,768			1,768
Total gross amount				126,387			126,227

Accumulated amortization:
Software developed for internal use				(15,474	)		(12,142	)
Acquired proprietary technology				(14,943	)		(15,132	)
Customer relationships				(35,800	)		(37,249	)
Trade names				(7,507	)		(6,893	)
Domain names				(85	)		(77	)
Databases				(28,144	)		(26,157	)
Non-competition agreements				(1,768	)		(1,768	)
Total accumulated amortization				(103,721	)		(99,418	)
Net intangible assets:
Software developed for internal use				8,523			8,033
Acquired proprietary technology				849			1,840
Customer relationships				886			1,919
Trade names				9,150			9,764
Domain names				110			118
Databases				3,148			5,135
Total intangible assets, net			$	22,666		$	26,809

The gross amounts associated with software developed for internal use primarily represent capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, databases, and non-competition agreements primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective December 8, 2015; the acquisition of Q Interactive, LLC, effective June 8, 2016; the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019 (the "AdParlor Acquisition"); the acquisition of a 50% interest in Winopoly, LLC, effective April 1, 2020; the acquisition of a 100% interest in True North Loyalty, LLC, (the "True North Acquisition"), effective January 1, 2022 (see Note 12, Variable Interest Entity); and the consolidation of TAPP Influencers Corp. ("TAPP") effective January 9, 2023 (see Note 12, Variable Interest Entity).

During the second quarter of 2024, the Company determined that the effects of the expected decline in operations due to the impact of certain client relationships constituted a triggering event for the All Other reporting unit. The Company conducted an interim test of recoverability of its long-lived assets, which compared the projected undiscounted cash flows to the carrying value of the asset group. The results of this approach indicated that this long-lived asset was not recoverable and required that an impairment loss related to its customer relationships be calculated. The Company determined that based on the facts and circumstances, the remaining balance was impaired and recorded a non-cash impairment charge of its customer relationship intangible of $383 as of June 30, 2024.

The Company completed its quarterly triggering event assessment for the three months ended of September 30, 2024 and determined that no triggering event had occurred requiring further impairment assessment of its long-lived assets.

As of June 30, 2024, the Company had recorded a $597 impairment charge on its software developed for internal use which related to an immaterial business unit under the Fluent reporting unit that was disposed of as of September 30, 2024.

Amortization expenses of $2,299 and $2,559 for the three months ended September 30, 2024 and 2023, respectively, and $7,277 and $7,810 for the nine months ended September 30, 2024 and 2023, respectively, are included in depreciation and amortization expenses in the consolidated statements of operations. As of September 30, 2024, intangible assets with a carrying amount of $601, included in the gross amount of software developed for internal use, have not commenced amortization, as they are not ready for their intended use.

As of September 30, 2024, estimated amortization expenses related to the Company's intangible assets for the remainder of 2024 and through 2029 and thereafter are as follows:

Year	*September 30, 2024*
Remainder of 2024	$	2,536
2025		6,982
2026		4,329
2027		2,248
2028		828
2029 and thereafter		5,743
Total	$	22,666

Note 9 - Share-based Compensation (Details Textual) $ in Thousands					3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 01, 2021	Mar. 01, 2020	Dec. 20, 2019	Feb. 01, 2019	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2019	Jun. 08, 2022 shares
Share-Based Payment Arrangement, Expense \| $					$ 460	$ 961	$ 1,483	$ 3,018
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount \| $					$ 2,734		$ 2,734
Treasury Stock, Common, Shares (in shares)					768,595		768,595		768,595
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)							2 years 1 month 6 days
Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)							16,667
Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)							4 years
Share Based Compensation, Options, Number of Employees Granted					1		1
Share Based Compensation, Options, Number of Years Exercisable After Grant Date					10		10
Share-Based Payment Arrangement, Expense \| $					$ 4	0	$ 5	0
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount \| $					$ 264		$ 264
Transaction Grants [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares)					568		568
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Delivered in Period (in shares)							3,265
Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expense \| $					$ 466	$ 982	$ 1,517	$ 3,090
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares)					286,099		286,099
Performance Shares [Member]
Share-Based Payment Arrangement, Expense \| $							$ 29		$ 22
Fluent, Inc. 2022 Omnibus Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)											2,570,421
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)					488,254		488,254
The 2018 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)					262,517		262,517
The 2018 Stock Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)										5 years
The 2018 Stock Incentive Plan [Member] \| Vesting if Stock Price is Above 125 Percent of Exercise Price For 20 Consecutive Days [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				50.00%
The 2018 Stock Incentive Plan [Member] \| Share-Based Payment Arrangement, Tranche One [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent	133.33%	133.33%	133.33%	125.00%
The 2018 Stock Incentive Plan [Member] \| Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				50.00%
The 2018 Stock Incentive Plan [Member] \| Share-Based Payment Arrangement, Tranche Two [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent	177.78%	177.78%	177.78%	156.25%

Note 5 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Long-term debt	$ 37,942	$ 30,488
Less: Current portion of long-term debt	(32,582)	(5,000)
Long-term debt, net (non-current)	5,360	25,488
New Credit Facility Term Loan [Member]
Long-term debt	0	30,488
New Credit Facility [Member]
Long-term debt	31,332	0
Notes Payable to Banks [Member]
Long-term debt	1,750	0
Convertible Debt [Member]
Long-term debt	$ 4,860	$ 0

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 7 - Income Taxes (Details Textual) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Percent		0.40%	0.90%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Unrecognized Tax Benefits		$ 1,480		$ 1,480
Decrease in Unrecognized Tax Benefits is Reasonably Possible		$ 1,480

Note 2 - Income (loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss	$ (7,944)	$ (33,627)	$ (25,847)	$ (61,319)
Weighted average shares outstanding (in shares)	16,164,301	13,526,824	14,495,341	13,466,371
Weighted average restricted shares vested not delivered (in shares)	287,972	286,599	287,912	285,539
Total basic weighted average shares outstanding (in shares)	16,452,273	13,813,423	14,783,253	13,751,910
Total diluted weighted average shares outstanding (in shares)	16,452,273	13,813,423	14,783,253	13,751,910
Basic (in dollars per share)	$ (0.48)	$ (2.43)	$ (1.75)	$ (4.46)
Diluted (in dollars per share)	$ (0.48)	$ (2.43)	$ (1.75)	$ (4.46)
Restricted Stock Units (RSUs) [Member]
Dilutive effect of assumed conversion of restricted stock units (in shares)	0	0	0	0

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Note 6 - Fair Value Measurement

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Text Block]

6. Fair Value Measurement

The fair value of the Company's cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on October 10, 2018 for office space in New York City.

As of September 30, 2024, the Company regards the fair value of its long-term debt to approximate its carrying value.

The following tables present the Company’s fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:

	*September 30, 2024*						*December 31, 2023*
	*Level 1*		*Level 2*		*Level 3*		*Level 1*		*Level 2*		*Level 3*
Assets:
Restricted cash	$	1,255		—		—	$	—		—		—
Liabilities:
Long term debt, net⁽¹⁾		—		34,236		—		—		30,488		—
Convertible Notes, with related parties		—		—		4,860		—		—		—
Contingent consideration in connection with TAPP consolidation⁽²⁾		—		—		958		—		—		1,950
Consideration for True North Sale⁽³⁾		—		489		—		—		—		—

(1)	Inclusive of the credit facilities and notes payable. The debt fair value does not include debt issuance costs or debt discount. See Note 5, Long-term debt, net.

(2)	Balance recorded in prepaid and other expenses and other non-current assets with changes to the balance as a result of adjustment of the fair value related to the initial discount rate and payments made. See Note 12, Variable Interest Entity, for initial assumptions of the fair value.
(3)	Relates to the remaining net working capital and contribution margin owed based upon a discounted rate of average borrowing rates over the expected time frame to be earned. See Note 12, Variable Interest Entity.

Convertible Notes, with related parties

The Company issued the Convertible Notes on August 19, 2024 and elected the fair value option, see Note 5, Long-term debt, net. The following is a reconciliation of the fair value from the issuance date of such notes to September 30, 2024:

	*Amount*
Fair value as of August 19, 2024	$	4,160
Loss on change in fair value reported in the consolidated statement of operations		700
Fair value as of September 30, 2024	$	4,860

As the Convertible Notes mature on April 2, 2029, and bear interest at 13% per annum paid in kind but may be converted into shares of the Company’s common stock ( the "call option"), the estimated fair value is computed as the sum of (a) the present value of the expected interest and principal payments using the discounted cash flow method based on an estimated discount rate and (b) the fair value of the call option computer using the Black-Scholes model. Both approaches are based on the following assumptions:

Assumptions	*September 30, 2024*
Face value of principal payable	$	2,050
Strike price		3.01
Value of common stock		3.66
Expected term (years)		4.5
Volatility		79.0	%
Risk free rate		3.8	%
Discount rate		16.8	%

Contingent Consideration

In connection with the contingent consideration received related to the consolidation of TAPP, the Company had to determine the fair value of the identified assets acquired and liabilities assumed. The Company determined that the estimated fair value of the net assets acquired, excluding the net working capital, was a Level 3 measurement, as certain inputs to determine fair value were unobservable. See Note 12, Variable Interest Entity.

	*Amount*
Fair value as of December 31, 2023	$	1,950
Payment for annual bonus		(1,083	)
Adjustment to compensation expense		91
Fair value as of September 30, 2024	$	958

The fair value of certain long-lived non-financial assets and liabilities may be required to be measured on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. As of September 30, 2024, certain non-financial assets have been measured at fair value subsequent to their initial recognition. The Company determined the estimated fair value to be a Level 3 measurement, as certain inputs used to determine fair value are unobservable. See Note 4, Goodwill.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Unvested, number of units (in shares) | shares

Note 3 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Total accumulated amortization	$ (103,721)	$ (99,418)
Intangible assets, net	$ 22,666	26,809
Computer Software, Intangible Asset [Member]
Amortization period (Year)	3 years
Total gross amount	$ 23,997	20,175
Total accumulated amortization	(15,474)	(12,142)
Intangible assets, net	8,523	8,033
Acquired Proprietary Technology [Member]
Total gross amount	15,792	16,972
Total accumulated amortization	(14,943)	(15,132)
Intangible assets, net	$ 849	1,840
Acquired Proprietary Technology [Member] \| Minimum [Member]
Amortization period (Year)	3 years
Acquired Proprietary Technology [Member] \| Maximum [Member]
Amortization period (Year)	5 years
Customer Relationships [Member]
Total gross amount	$ 36,686	39,168
Total accumulated amortization	(35,800)	(37,249)
Intangible assets, net	$ 886	1,919
Customer Relationships [Member] \| Minimum [Member]
Amortization period (Year)	5 years
Customer Relationships [Member] \| Maximum [Member]
Amortization period (Year)	10 years
Trade Names [Member]
Total gross amount	$ 16,657	16,657
Total accumulated amortization	(7,507)	(6,893)
Intangible assets, net	$ 9,150	9,764
Trade Names [Member] \| Minimum [Member]
Amortization period (Year)	4 years
Trade Names [Member] \| Maximum [Member]
Amortization period (Year)	20 years
Internet Domain Names [Member]
Amortization period (Year)	20 years
Total gross amount	$ 195	195
Total accumulated amortization	(85)	(77)
Intangible assets, net	110	118
Database Rights [Member]
Total gross amount	31,292	31,292
Total accumulated amortization	(28,144)	(26,157)
Intangible assets, net	$ 3,148	5,135
Database Rights [Member] \| Minimum [Member]
Amortization period (Year)	5 years
Database Rights [Member] \| Maximum [Member]
Amortization period (Year)	10 years
Noncompete Agreements [Member]
Total gross amount	$ 1,768	1,768
Total accumulated amortization	$ (1,768)	$ (1,768)
Noncompete Agreements [Member] \| Minimum [Member]
Amortization period (Year)	2 years
Noncompete Agreements [Member] \| Maximum [Member]
Amortization period (Year)	5 years

Note 9 - Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member]

9 Months Ended

Sep. 30, 2024

$ / shares

731,538

Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 25.95

Granted, number of units (in shares) | shares

697,211

Granted, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 3.62

Vested and delivered, number of units (in shares) | shares

(305,348)

Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 10.4

Withheld as treasury stock (1), number of units (in shares) | shares

^[1]

Withheld as treasury stock (1), weighted average grant-date fair value (in dollars per share) | $ / shares

$ 0

^[1]

Vested not delivered (2), number of units (in shares) | shares

3,833

^[2]

Vested not delivered (2), weighted average grant-date fair value (in dollars per share) | $ / shares

$ 10.6

^[2]

Forfeited, number of units (in shares) | shares

(133,611)

Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 11.59

Unvested, number of units (in shares) | shares

(993,623)

Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 17.4

[1]

As discussed in Note 8, Equity, the treasury stock was related to shares withheld to cover statutory withholding taxes upon the delivery of shares following the vesting of RSUs. As of September 30, 2024, there were 768,595 outstanding shares of treasury stock.

[2]

Vested not delivered represents vested RSUs with delivery deferred to a future time. For the nine months ended September 30, 2024, there was a change in the vested not delivered balance due to a net 568 shares that were deferred due to timing of delivery of certain shares, along with 3,265 shares that elected deferred delivery. As of September 30, 2024, 286,099 outstanding RSUs were vested not delivered.

Note 3 - Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	*Amortization period (in years)*		*September 30, 2024*			*December 31, 2023*
Gross amount:
Software developed for internal use		3	$	23,997			20,175
Acquired proprietary technology		3-5		15,792			16,972
Customer relationships		5-10		36,686			39,168
Trade names		4-20		16,657			16,657
Domain names		20		195			195
Databases		5-10		31,292			31,292
Non-competition agreements		2-5		1,768			1,768
Total gross amount				126,387			126,227

Accumulated amortization:
Software developed for internal use				(15,474	)		(12,142	)
Acquired proprietary technology				(14,943	)		(15,132	)
Customer relationships				(35,800	)		(37,249	)
Trade names				(7,507	)		(6,893	)
Domain names				(85	)		(77	)
Databases				(28,144	)		(26,157	)
Non-competition agreements				(1,768	)		(1,768	)
Total accumulated amortization				(103,721	)		(99,418	)
Net intangible assets:
Software developed for internal use				8,523			8,033
Acquired proprietary technology				849			1,840
Customer relationships				886			1,919
Trade names				9,150			9,764
Domain names				110			118
Databases				3,148			5,135
Total intangible assets, net			$	22,666		$	26,809

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Year	*September 30, 2024*
Remainder of 2024	$	2,536
2025		6,982
2026		4,329
2027		2,248
2028		828
2029 and thereafter		5,743
Total	$	22,666

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts receivable, allowance for doubtful accounts	$ 497	$ 231
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0005	$ 0.0005
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	17,645,368	14,384,936
Common stock, shares outstanding (in shares)	16,876,773	13,616,341
Treasury stock, shares (in shares)	768,595	768,595

Note 10 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Depreciation and amortization

$ 64,516

$ 66,239

$ 189,216

$ 225,638

EBITDA

^[1]

(1,519)

(31,276)

(10,712)

(50,236)

^[1]

2,369

2,658

7,507

8,112

Total loss from operations

^[1]

(3,888)

(33,934)

(18,219)

(58,348)

Total assets

95,945

$ 111,867

Fluent Segment [Member]

Fluent Segment [Member] | UNITED STATES

^[1]

62,134

64,101

180,877

219,348

EBITDA

^[1]

(1,700)

(28,879)

(10,590)

(47,773)

Total assets

84,873

97,629

Fluent Segment [Member] | Non-US [Member]

^[1]

42,674

44,041

117,644

127,149

Other Operating Segment [Member]

^[1]

19,460

20,060

63,233

92,199

Other Operating Segment [Member] | UNITED STATES

^[1]

2,382

2,138

8,339

6,290

EBITDA

^[1]

181

(2,397)

(122)

(2,463)

Total assets

11,072

$ 14,238

Other Operating Segment [Member] | Non-US [Member]

^[1]

2,382

2,138

8,339

6,290

^[1]

$ 0

[1]	Revenue aggregation is based upon location of the customer.

Amount of asset recognized for present right to economic benefit.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Cost of revenue (exclusive of depreciation and amortization)

$ 64,516

$ 66,239

$ 189,216

$ 225,638

Costs and expenses:

48,861

50,148

142,318

167,960

Sales and marketing

3,983

4,426

13,400

13,454

Product development

4,124

4,511

13,681

14,064

General and administrative

9,067

8,725

28,288

24,991

Depreciation and amortization

^[1]

2,369

2,658

7,507

8,112

Goodwill and intangible assets impairment

29,705

2,241

55,405

Total costs and expenses

68,404

100,173

207,435

283,986

Loss from operations

^[1]

(3,888)

(33,934)

(18,219)

(58,348)

Interest expense, net

(1,281)

(936)

(3,711)

(2,420)

Fair value adjustment of Convertible Notes, with related parties

(2,810)

Loss on early extinguishment of debt

(1,009)

Loss before income taxes

(7,979)

(34,870)

(25,749)

(60,768)

Income tax (expense) benefit

1,243

(98)

(551)

Net loss

$ (7,944)

$ (33,627)

$ (25,847)

$ (61,319)

Basic and diluted income (loss) per share:

Basic (in dollars per share)

$ (0.48)

$ (2.43)

$ (1.75)

$ (4.46)

Diluted (in dollars per share)

$ (0.48)

$ (2.43)

$ (1.75)

$ (4.46)

Weighted average number of shares outstanding:

Basic (in shares)

16,452,273

13,813,423

14,783,253

13,751,910

Diluted (in shares)

16,452,273

13,813,423

14,783,253

13,751,910

[1]	Revenue aggregation is based upon location of the customer.

Note 9 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Unvested, number of unvested options (in shares)

123,833

Unvested, weighted average exercise price per share (in dollars per share)

$ 29.72

Unvested, weighted average remaining contractual term (Year)

9 years 7 months 6 days

5 years 4 months 24 days

Granted, number of unvested options (in shares)

^[1]

136,667

Granted, weighted average exercise price per share (in dollars per share)

^[1]

$ 3.06

Granted, weighted average remaining contractual term (Year)

^[1]

9 years 9 months 18 days

Forfeited, number of unvested options (in shares)

(6,000)

Forfeited, weighted average exercise price per share (in dollars per share)

$ 0

Vested, number of unvested options (in shares)

(105,834)

Vested, weighted average exercise price per share (in dollars per share)

$ 0

Unvested, number of unvested options (in shares)

148,666

123,833

Unvested, weighted average exercise price per share (in dollars per share)

$ 5.66

$ 29.72

[1]	Balance includes the stock options granted on June 3, 2024 to one employee of the Company totaling 16,667 that vest equally over four annual installments and are exercisable for ten years after the grant date.

Note 3 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Remainder of 2024	$ 2,536
2025	6,982
2026	4,329
2027	2,248
2028	828
2029 and thereafter	5,743
Total	$ 22,666	$ 26,809

Note 5 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Remainder of 2024	$ 5,420
2025	1,000
2026	250
2027	0
2028	0
2029	29,616
Total maturities	$ 36,286

Note 10 - Segment Information (Details Textual)	9 Months Ended
Note 10 - Segment Information (Details Textual)	Sep. 30, 2024
Number of Operating Segments	2
Number of Reporting Units	2
Number of Reportable Segments	1
Geographic Concentration Risk [Member] \| Revenue Benchmark [Member] \| ISRAEL
Concentration Risk, Percentage	20.00%

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Nov. 13, 2024
Document Information [Line Items]
Entity Central Index Key	0001460329
Entity Registrant Name	Fluent, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-37893
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0688094
Entity Address, Address Line One	300 Vesey Street, 9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10282
City Area Code	646
Local Phone Number	669-7272
Title of 12(b) Security	Common Stock, $0.0005 par value per share
Trading Symbol	FLNT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,876,774

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

(a) Basis of preparation

The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), in accordance with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended September 30, 2024 and 2023, respectively, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2024.

From time to time, the Company may enter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity ("VIE"). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K") filed with the SEC on April 2, 2024. The consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date and included in the 2023 Form 10-K.

Going concern

In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements – Going Concern, management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date these accompanying unaudited consolidated financial statements are issued (the "issuance date"). As part of this evaluation, management may consider the potential mitigating impact of its plans that have not been fully implemented as of the issuance date if (a) it is probable that management's plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date.

The Company has experienced a continued decline in its operating results, driven primarily by the economic environment and continued impact of the imposed regulatory requirements on its owned and operated digital media properties (see Note 11,Contingencies). On April 2, 2024, Fluent, LLC, a wholly-owned subsidiary of the Company (the "Borrower") entered into a credit agreement (as amended, the "SLR Credit Agreement") with the Company and certain subsidiaries of the Borrower as guarantors (collectively, the "Credit Parties"), Crystal Financial LLC D/B/A SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR") and each other lender from time to time party thereto.

The SLR Credit Agreement requires the Credit Parties to maintain and comply with certain financial covenants. Moreover, the borrowings under the SLR Revolver (as defined in Note 5, Long-term debt, net under the SLR Credit Agreement are limited to a borrowing base, that fluctuates as regularly as weekly based on eligible accounts receivable, as further described in Note 5. As a result of the continued decline in financial performance of the Company's owned and operated digital media properties that have continued into the third quarter of 2024, accounts receivable were insufficient to support the borrowing base needed to fund operations through the end of the third quarter of 2024. The Company therefore entered into convertible subordinated notes in August 2024 to raise funds (as defined in Note 5), further updated its projections to reflect the continued decline in its operating results and entered into the Second Amendment (as defined and discussed in Note 5) with SLR on August 19, 2024.

As of September 30, 2024, the Credit Parties were not in compliance with their financial covenants under the SLR Credit Agreement, which the Borrower had to report by October 31, 2024, and which would have resulted in an event of default. The Credit Parties then entered into a letter agreement on October 30, 2024 pursuant to which SLR extended the deadline for delivery of the compliance certificate required for the fiscal month ended September 30, 2024, and the related notice of event of default, to November 19, 2024.

On November 15, 2024, the Credit Parties and SLR entered into the Third Amendment (as defined and discussed in Note 5) to the SLR Credit Agreement, which, among other things, required that the Company raise at least $7,500 of additional capital by November 29, 2024. In addition, the Third Amendment waived non-compliance with the financial covenants as of September 30, 2024, extended the duration of the call protection applicable to the loans, and modified the cash dominion provisions to remain in effect on an indefinite basis. The Company will seek to raise additional capital through equity, equity-linked, or subordinated debt financings; however, whether and when the Company can effect such financings and how much capital it can raise depend on a variety of factors, including, among others, market conditions, the trading price of the Company’s common stock and the Company’s determination as to the appropriate sources of funding for its operations. There can be no assurance that additional capital will be available by November 29, 2024.

Additionally, given the continued challenges the Company has faced achieving profitability, the Company made a reduction in workforce during the second quarter of 2024 and continues to consider further cost reduction measures and focus resources on opportunities that will enable the Company to meet its projected budget and cash flow requirements. Initial measures included divesting a non-core business unit (see Note 12, Variable Interest Entity), transferring another business unit (see Note 3, Intangible assets, net), and reviewing additional other business units to determine the impact of potential divestments.

Based on current projections, the Company expects to be in compliance with the new financial covenants for each of the quarters in the twelvemonths following the issuance date of this Quarterly Report on Form 10-Q. However, the Company has not met its projections for certain recent quarters, so there can be no assurance that the Company will meet its projections in the future. If during any fiscal quarter, the Credit Parties do not comply with any of their financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. Additionally, if the Company fails to raise capital in at least the amount required under the Third Amendment by November 29, 2024, such failure would also result in an event of default. In such case, the Company would not have sufficient funds to repay the SLR Term Loan (as defined herein) and the SLR Revolver (as defined herein). In addition, even if the Company is able to raise additional capital as required by the Third Amendment, there is no assurance that such capital plus the available cash plus borrowing base on the SLR Revolver will be sufficient to fund operations over the next twelve months. If needed, the Company will consider implementing other cost-saving measures, but there is no guarantee that such plans would be successfully executed or have the expected benefits. As a result, management concluded that there is substantial doubt about the Company's ability to continue as a going concern for one year after the date of this Quarterly Report on Form 10-Q.

The accompanying unaudited consolidated financial statements do notinclude any adjustments relating to the possible future effects on the recoverability and classification of recorded assets and classification of liabilities that might result should the Company be unable to continue as a going concern.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

Accounting Immaterial Changes and Error Corrections [Policy Text Block]

(b) Out of period correction

During the quarter ended June 30, 2024, the Company determined that unauthorized changes made to submitted policies by third parties related to the sale of certain health insurance policies led to higher attrition of sold policies than expected. This determination was the result of the lower-than-expected monthly commission receipts based on the Company’s total policies written, after known constraints. The Company corrected this error related to the three months ended March 31, 2024 and prior periods with a write-off of the total maximum impact to the accounts receivable and an associated offset to revenue of $1,958, or $0.13 and $0.12 per share (basic and diluted), respectively, during the quarter ended June 30, 2024. The Company assessed the impact of this out-of-period adjustment and concluded that it was not material to the financial statements previously issued for the interim period, and the cumulative adjustment is not expected to be material to the annual financial statements for 2024. The out-of-period adjustment is included in the Fluent operating segment.

Stockholders' Equity, Policy [Policy Text Block]

(c) Reverse stock split

On April 11, 2024, the Company effected a 1-for-6 reverse split of the issued shares (the "Reverse Stock Split") of the Company's common stock. All historical share amounts disclosed in this Quarterly Report on Form 10-Q have been retroactively restated to reflect the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split, as fractional shares of Common Stock were rounded up to the nearest whole share. See Note 8, Equity, for additional information.

New Accounting Pronouncements, Policy [Policy Text Block]

(d) Recently issued and adopted accounting standards

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's consolidated financial statements.

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiatives, which incorporates updates to the Codification to align with SEC disclosure requirements in response to the August 2018 SEC Release No. 33-10532. The amendment updates and simplifies certain SEC disclosure requirements that were duplicative, overlapping, or outdated due to changes in other SEC requirements and in U.S. GAAP, International Financial Reporting Standards ("IFRS"), or the overall financial reporting environment. The new guidance is effective for each amendment only if the SEC removes the related disclosure of presentation requirements from its existing regulations by June 30, 2027. The guidance is to be applied prospectively, with early adoption prohibited. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance will be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which is designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors' indication and request for enhanced tax disclosures in order to better assess an entity's operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about a public business entity’s costs and expenses on the face of the financial statements. The ASU follows investor's requests for more detailed information and disclosures of disaggregated financial reporting information about the types of expenses in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development), including purchases of inventory, employee compensation, depreciation, amortization, and depletion. The new guidance is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and early adoption is permitted. The guidance will be applied on a prospective basis to financial statements issued for reporting periods after the effective date, or retrospectively to any and all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Revenue from Contract with Customer [Policy Text Block]

(e) Revenue recognition

Data and performance-based marketing

Revenue is generated when there is a transfer of control of a good or service for a consideration amount the Company is expected to be entitled to. Revenue is recognized when a company has satisfied its performance obligations to a customer and can reasonably expect and measure the payment. The Company's performance obligations are typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration, or the installation of an app) and subject to certain qualifying characteristics specified by the customer, (c) verify user interest or transfer calls to advertiser clients as a part of the contact center operation, or (d) deliver media spend as a part of the business of AdParlor, LLC ("AdParlor"), a wholly-owned subsidiary of the Company. These Company performance obligations have the customer simultaneously receiving and consuming the benefits provided.

The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts as one collective group, rather than by individual contract. Based on historical performance of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company concluded that the financial statement effects are not materially different than accounting for revenue on a contract-by-contract basis.

The Company has elected the "right to invoice" practical expedient available within ASC 606-10-55-18 as the measure for revenue to be recognized, as it corresponds directly with the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue arrangements do not contain significant financing components. The Company has further concluded that revenue does not require disaggregation.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or the third-party supplier is the principal or agent. In arrangements where the Company has substantive control of the specified goods and services, is primarily responsible for the integration of products and services into the final deliverable to the customer, and has inventory risk and discretion in establishing pricing, the Company is considered to have acted as the principal. For performance obligations in which the Company acts as principal, the Company records the gross amount billed to the customer within revenue and the related incremental direct costs incurred as cost of revenue. If the third-party supplier, rather than the Company, is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer, the Company is considered to have acted as the agent. For performance obligations in which the Company acts as the agent, the net fees on such transactions are recorded as revenue, with no associated costs of revenue for the Company.

If a customer pays consideration before the Company's performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of September 30, 2024, December 31, 2023, and December 31, 2022 the balance of deferred revenue was $428, $430, and $1,014, respectively. The majority of the deferred revenue balance as of December 31, 2023 was recognized as revenue during the first quarter of 2024.

When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the corresponding amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of September 30, 2024, December 31, 2023, and December 31, 2022, unbilled revenue included in the Company's accounts receivable was $17,299, $21,488, and $26,878, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company's internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not differed materially from actual invoiced revenue.

Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract.

In addition, the Company elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Commission revenue

The Company, acting as the agent, recognizes commission revenue that it expects to receive from the insurance provider from the sale of certain of its health insurance policies, which includes the assumed automatic renewals of such policies once its performance obligation is satisfied. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission by the Company of the initial policy application.

The Company applies the practical expedient to estimate the commission revenue for each insurance policy by applying the use of the portfolio approach to policies grouped together by product type and period submitted for effectuation.

The commission revenue is variable based on a policy's estimated lifetime value ("LTV"), which is the amount of time the Company expects the policy will remain effective based on past trends, industry data, expectations as to future retention rates, and commission rates. Further, the Company considers the application of constraints to the LTV and only recognizes the amount of variable consideration believed probable to be received that will not be subject to a significant revenue reversal in the future. Based on this, the commission revenue is recorded upon satisfaction of the performance obligation, which is typically paid monthly by the insurance provider as the consumer renews and pays the insurance provider for the policy over the duration the consumer remains on the policy.

The Company reassesses the estimated LTV for the health insurance policies on a quarterly or as-needed basis. Adjustments to the LTV may result in an increase or decrease in revenue and the corresponding asset in the period the change is made. Due to the higher attrition of policies sold, the Company reassessed its estimated LTV for the health insurance policies by increasing the constraints applied to the amount of consideration deemed probable which led to a reduction of estimated LTV during the quarter ended June 30, 2024.

Use of Estimates, Policy [Policy Text Block]

(f) Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company's management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, the variable commission revenue based on the estimated LTV, purchase accounting, consolidation of variable interest entity, fair value of the Convertible Notes based on input assumptions, and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Fair Value of Financial Instruments, Policy [Policy Text Block]

(g) Fair value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820, Fair Value Measurements and Disclosure describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

●

Level 1 — defined as observable inputs, such as quoted prices in active markets;

	●	Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
	●	Level 3 — defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

See Note 6, Fair Value Measurements, for further details.

Disclosure of accounting policy for revenue from contract with customer.

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Note 10 - Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting Disclosure [Text Block]

10. Segment information

The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the CODM, in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is earnings before interest, taxes, depreciation, and amortization ("EBITDA"). As of September 30, 2024, the Company had two operating segments and two corresponding reporting units, "Fluent" and "All Other," and one reportable segment. "Fluent," for the purposes of segment reporting, represents the consolidated operating results of the Company excluding "All Other." "All Other" represents the operating results of AdParlor, LLC and is included for purposes of reconciliation of the respective balances below to the consolidated financial statements.

Summarized financial information concerning the Company's segments for the three and nine months ended September 30, 2024 and 2023 are shown in the following tables below:

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Fluent segment revenue⁽¹⁾:
United States	$	42,674		$	44,041		$	117,644		$	127,149
International		19,460			20,060			63,233			92,199
Fluent segment revenue	$	62,134		$	64,101		$	180,877		$	219,348
All Other segment revenue⁽¹⁾:
United States	$	2,382		$	2,138		$	8,339		$	6,290
International		—			—			—			—
All Other segment revenue	$	2,382		$	2,138		$	8,339		$	6,290
Segment EBITDA
Fluent segment EBITDA	$	(1,700	)	$	(28,879	)	$	(10,590	)	$	(47,773	)
All Other segment EBITDA		181			(2,397	)		(122	)		(2,463	)
Total EBITDA		(1,519	)		(31,276	)		(10,712	)		(50,236	)
Depreciation and amortization		2,369			2,658			7,507			8,112
Total loss from operations	$	(3,888	)	$	(33,934	)	$	(18,219	)	$	(58,348	)

(1) Revenue aggregation is based upon location of the customer.

	*September 30,*		*December 31,*
	*2024*		*2023*
Total assets:
Fluent	$	84,873	$	97,629
All Other		11,072		14,238
Total assets	$	95,945	$	111,867

As of September 30, 2024, long-lived assets are all located in the United States.

For the nine months ended September 30, 2024, 20% of the Company's consolidated revenue was earned from customers located in Israel.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Note 5 - Long-term Debt, Net (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Long-Term Debt Instruments [Table Text Block]

	*September 30, 2024*			*December 31, 2023*
Citizens Credit Facility due 2025 (less unamortized discount and financing costs of $0 and $762, respectively)	$	—		$	30,488
New Credit Facility due 2029 (less unamortized discount and financing costs of $1,154 and $0, respectively)		31,332			—
Note Payable due 2026		1,750			—
Convertible Notes, with related parties		4,860			—
Long-term debt, net		37,942			30,488
Less: Current portion of long-term debt		(32,582	)		(5,000	)
Long-term debt, net (non-current)	$	5,360		$	25,488

Schedule of Maturities of Long-Term Debt [Table Text Block]

Year		*September 30, 2024*
Remainder of 2024	$	5,420
2025		1,000
2026		250
2027		—
2028		—
2029		29,616
Total maturities	$	36,286

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Note 1 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Significant Accounting Policies [Text Block]

1. Summary of significant accounting policies

(a) Basis of preparation

Going concern

Principles of consolidation

(b) Out of period correction

(c) Reverse stock split

(d) Recently issued and adopted accounting standards

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's consolidated financial statements.

(e) Revenue recognition

Data and performance-based marketing

Commission revenue

(f) Use of estimates

(g) Fair value

●

Level 1 — defined as observable inputs, such as quoted prices in active markets;

	●	Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
	●	Level 3 — defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

See Note 6, Fair Value Measurements, for further details.

Note 9 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Sales and marketing	$ 460	$ 961	$ 1,483	$ 3,018
Share-Based Payment Arrangement, Expense	460	961	1,483	3,018
Capitalized in intangible assets	10	21	39	72
Total share-based compensation	470	982	1,522	3,090
Selling and Marketing Expense [Member]
Sales and marketing	22	123	163	419
Share-Based Payment Arrangement, Expense	22	123	163	419
Research and Development Expense [Member]
Sales and marketing	74	158	174	485
Share-Based Payment Arrangement, Expense	74	158	174	485
General and Administrative Expense [Member]
Sales and marketing	364	680	1,146	2,114
Share-Based Payment Arrangement, Expense	$ 364	$ 680	$ 1,146	$ 2,114

Note 9 - Share-based Compensation - Key Assumptions (Details) - $ / shares	Sep. 09, 2024	Mar. 01, 2021	Mar. 01, 2020	Dec. 20, 2019	Feb. 01, 2019
Fair value lower range (in dollars per share)	$ 0		$ 8.76	$ 9.48	$ 16.86
Fair value higher range (in dollars per share)	15.59		8.94	9.66	17.16
Exercise price (in dollars per share)	$ 2.75		$ 13.98	$ 15.36	$ 28.32
Expected volatility	65.00%	80.00%	70.00%	70.00%	65.00%
Risk-free rate	3.70%		1.05%	1.85%	2.61%
Maximum [Member]
Fair value lower range (in dollars per share)		$ 26.04
Fair value higher range (in dollars per share)		26.58
Exercise price (in dollars per share)		$ 37.98
Expected term (Year)	4 years 3 months 18 days	1 year 3 months 18 days	1 year 6 months	1 year 7 months 6 days	1 year 3 months 18 days
Risk-free rate		1.18%
Minimum [Member]
Expected term (Year)	3 years	1 year	1 year	1 year	1 year

Note 5 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
New Credit Facility Term Loan [Member]
Long-term debt, unamortized discount	$ 0	$ 762
New Credit Facility [Member]
Long-term debt, unamortized discount	$ 1,154	$ 0

Note 4 - Goodwill (Details Textual) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill	$ 0	$ 0		$ 1,261
Goodwill, Period Increase (Decrease)		1,261
Goodwill, Impairment Loss		$ 1,261	$ 55,405
All Other Reporting Unit [Member]
Goodwill, Impairment Loss	$ 1,261

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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Outstanding, number of options (in shares)

Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS:
Cash and cash equivalents	$ 6,587	$ 15,804
Accounts receivable, net of allowance for credit losses of $497 and $231, respectively	52,635	56,531
Prepaid expenses and other current assets	7,060	6,071
Total current assets	66,282	78,406
Restricted cash	1,255	0
Property and equipment, net	362	591
Operating lease right-of-use assets	2,016	3,395
Intangible assets, net	22,666	26,809
Goodwill	0	1,261
Other non-current assets	3,364	1,405
Total assets	95,945	111,867
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable	7,902	10,954
Accrued expenses and other current liabilities	27,273	30,534
Deferred revenue	428	430
Current portion of long-term debt	32,582	5,000
Current portion of operating lease liability	2,222	2,296
Total current liabilities	70,407	49,214
Long-term debt, net	500	25,488
Convertible Notes, at fair value with related parties	4,860	0
Operating lease liability, net	152	1,699
Other non-current liabilities	47	1,062
Total liabilities	75,966	77,463
Contingencies (Note 11)
Shareholders' equity:
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods	0	0
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 17,645,368 and 14,384,936, respectively; and Shares outstanding — 16,876,773 and 13,616,341, respectively (Note 8)	46	43
Treasury stock, at cost — 768,595 and 768,595 Shares, respectively (Note 8)	(11,407)	(11,407)
Additional paid-in capital	438,705	427,286
Accumulated deficit	(407,365)	(381,518)
Total shareholders' equity	19,979	34,404
Total liabilities and shareholders' equity	$ 95,945	$ 111,867

Note 8 - Equity (Details Textual) $ / shares in Units, $ in Thousands			9 Months Ended
	May 13, 2024 USD ($) $ / shares shares	Apr. 11, 2024 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares
Class of Warrant or Right, Outstanding (in shares)					0
Common Stock, Shares, Outstanding (in shares)			16,876,773		13,616,341
Treasury Stock, Common, Shares (in shares)			768,595		768,595
Common Stock, Shares, Issued (in shares)			17,645,368		14,384,936
Stock Issued During Period, Warrants Exercise, Shares (in shares)			2,955,084
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)			305,348
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)			0
Treasury Stock, Common, Value \| $			$ 11,407		$ 11,407
Proceeds from Issuance of Warrants \| $			$ 9,900	$ 0
Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)			0
Pre-funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	2,955,084
Warrant Terms, Minimum Share Price (in dollars per share) \| $ / shares	$ 3.384
Warrants Issued, Underwriting Discounts or Commissions Paid \| $	$ 0
Proceeds from Issuance of Warrants \| $	10,000
Warrants Issued, Amount of Offering Expenses Payable \| $	$ 100
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares	$ 0.0005
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		6
Common Stock, Shares, Outstanding (in shares)		13,660,598	81,571,864
Treasury Stock, Common, Shares (in shares)		768,595	4,611,569

Note 6 - Fair Value Measurement (Details Textual)	Sep. 30, 2024	Aug. 19, 2024
Convertible Notes [Member]
Debt Instrument, Interest Rate, Stated Percentage	13.00%	13.00%

Note 9 - Share-based Compensation - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

302,333

Outstanding, weighted average exercise price per share (in dollars per share)

$ 25.68

Outstanding, weighted average remaining contractual term (Year)

5 years 9 months 18 days

5 years 4 months 24 days

Granted, number of options (in shares)

^[1]

136,667

Granted, weighted average exercise price per share (in dollars per share)

^[1]

$ 3.06

Granted, weighted average remaining contractual term (Year)

^[1]

9 years 9 months 18 days

Granted(1) (in dollars per share)

^[1]

$ 114,000

Exercised, number of options (in shares)

Exercised, weighted average exercise price per share (in dollars per share)

$ 0

Forfeited, weighted average exercise price per share (in dollars per share)

$ 0

Outstanding, number of options (in shares)

397,667

302,333

Outstanding, weighted average exercise price per share (in dollars per share)

$ 21.74

$ 25.68

Balance, aggregate intrinsic value

$ 114

Options exercisable, number of options (in shares)

249,001

Options exercisable, weighted average exercise price per share (in dollars per share)

$ 25.78

Options exercisable, weighted average remaining contractual term (Year)

4 years 7 months 6 days

Options exercisable, aggregate intrinsic value

$ 0

[1]	Balance includes the stock options granted on June 3, 2024 to one employee of the Company totaling 16,667 that vest equally over four annual installments and are exercisable for ten years after the grant date.

Note 7 - Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Text Block]

7. Income taxes

The Company is subject to federal and state income taxes in the United States. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate ("AETR"). The Company updates its estimated AETR on a quarterly basis and, if the estimate changes, a cumulative adjustment is made.

As of September 30, 2024 and December 31, 2023, the Company recorded a full valuation allowance against net deferred tax assets and intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or a portion of these allowances. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release may be recorded. However, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

For the nine months ended September 30, 2024, the Company's effective income tax rate of 0.4% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance. For the nine months ended September 30, 2023, the Company's effective income tax rate of 0.9% primarily represents the projected federal and state cash tax expense expected to result in taxable income for full-year 2023 after the impact of a non-deductible goodwill impairment against pre-tax year-to-date losses, offset by the benefit of federal research and development credits on expected federal cash tax expense.

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances, and information available as of the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company's financial statements.

As of September 30, 2024 and December 31, 2023, the balance of unrecognized tax benefits was $1,480. If the Company's tax positions are ultimately sustained, the Company's liability would be reduced by $1,480, all of which would impact the Company's tax provision. As of September 30, 2024, the Company has not accrued any interest or penalties with respect to its uncertain tax positions.

The Company is reasonably certain that all of its uncertain tax positions will reverse within the next twelve months due to the closing of the statute of limitations.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
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Note 11 - Contingencies (Details Textual) - USD ($) $ in Thousands	Mar. 15, 2024	Jul. 28, 2023	May 31, 2023	May 18, 2023	Mar. 26, 2023	Jan. 12, 2023
TCPA class action, Daniel Berman v. Freedom Financial Network [Member]
Litigation Settlement, Expense				$ 250
Loss Contingency, Damages Sought, Value			$ 9,750
Civil Investigative Demand, Federal Trade Commission (FTC) [Member]
Loss Contingency, Estimate of Possible Loss					$ 2,500	$ 5,000
Loss Contingency, Settlement Contribution [Member] \| TCPA class action, Daniel Berman v. Freedom Financial Network [Member]
Loss Contingency, Damages Awarded, Value		$ 3,100
Loss Contingency, Execution of the Settlement Agreement [Member] \| TCPA class action, Daniel Berman v. Freedom Financial Network [Member]
Loss Contingency, Damages Paid, Value	$ 1,100
Loss Contingency, Interest-bearing Note Agreement Terms[Member] \| TCPA class action, Daniel Berman v. Freedom Financial Network [Member]
Loss Contingency, Damages Awarded, Value		$ 2,000

Note 10 - Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Fluent segment revenue⁽¹⁾:
United States	$	42,674		$	44,041		$	117,644		$	127,149
International		19,460			20,060			63,233			92,199
Fluent segment revenue	$	62,134		$	64,101		$	180,877		$	219,348
All Other segment revenue⁽¹⁾:
United States	$	2,382		$	2,138		$	8,339		$	6,290
International		—			—			—			—
All Other segment revenue	$	2,382		$	2,138		$	8,339		$	6,290
Segment EBITDA
Fluent segment EBITDA	$	(1,700	)	$	(28,879	)	$	(10,590	)	$	(47,773	)
All Other segment EBITDA		181			(2,397	)		(122	)		(2,463	)
Total EBITDA		(1,519	)		(31,276	)		(10,712	)		(50,236	)
Depreciation and amortization		2,369			2,658			7,507			8,112
Total loss from operations	$	(3,888	)	$	(33,934	)	$	(18,219	)	$	(58,348	)

	*September 30,*		*December 31,*
	*2024*		*2023*
Total assets:
Fluent	$	84,873	$	97,629
All Other		11,072		14,238
Total assets	$	95,945	$	111,867

Note 6 - Fair Value Measurement - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands

Sep. 30, 2024

Dec. 31, 2023

Fair Value, Inputs, Level 1 [Member]

Restricted cash

$ 1,255

$ 0

Long term debt, net(1)

^[1]

Convertible Debt, Fair Value Disclosures

Fair Value, Inputs, Level 1 [Member] | True North Loyalty, LLC [Member]

Consideration for True North Sale(3)

^[2]

Fair Value, Inputs, Level 1 [Member] | TAPP LLC [Member]

Contingent consideration in connection with TAPP consolidation(2)

^[3]

Fair Value, Inputs, Level 2 [Member]

Restricted cash

Long term debt, net(1)

^[1]

34,236

30,488

Convertible Debt, Fair Value Disclosures

Fair Value, Inputs, Level 2 [Member] | True North Loyalty, LLC [Member]

Consideration for True North Sale(3)

^[2]

489

Fair Value, Inputs, Level 2 [Member] | TAPP LLC [Member]

Contingent consideration in connection with TAPP consolidation(2)

^[3]

Fair Value, Inputs, Level 3 [Member]

Restricted cash

Long term debt, net(1)

^[1]

Convertible Debt, Fair Value Disclosures

4,860

Fair Value, Inputs, Level 3 [Member] | True North Loyalty, LLC [Member]

Consideration for True North Sale(3)

^[2]

Fair Value, Inputs, Level 3 [Member] | TAPP LLC [Member]

Contingent consideration in connection with TAPP consolidation(2)

^[3]

$ 958

$ 1,950

[1]	Inclusive of the credit facilities and notes payable. The debt fair value does not include debt issuance costs or debt discount. See Note 5, Long-term debt, net.
[2]	Relates to the remaining net working capital and contribution margin owed based upon a discounted rate of average borrowing rates over the expected time frame to be earned. See Note 12, Variable Interest Entity.
[3]	Balance recorded in prepaid and other expenses and other non-current assets with changes to the balance as a result of adjustment of the fair value related to the initial discount rate and payments made. See Note 12, Variable Interest Entity, for initial assumptions of the fair value.

Note 6 - Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Convertible Notes [Member]
Fair value, Convertible Notes	$ 4,160
Loss on change in fair value reported in the consolidated statement of operations	700
Fair value, Convertible Notes	4,860	$ 4,860
Adjustment to compensation expense	(700)
Contingent Consideration Liability [Member] \| TAPP LLC [Member]
Fair value, Convertible Notes		1,950
Loss on change in fair value reported in the consolidated statement of operations		(91)
Fair value, Convertible Notes	$ 958	958
Payment for annual bonus		(1,083)
Adjustment to compensation expense		$ 91

Note 2 - Income (loss) Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Text Block]

2. Income (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding and restricted stock units ("RSUs") that have vested but not been delivered during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock are exercised or converted into common stock and is calculated using the treasury stock method for stock options, RSUs, restricted stock, warrants (including the Pre-Funded Warrants, as defined in Note 8 below) and deferred common stock. Stock equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

For the three and nine months ended September 30, 2024 and 2023, basic and diluted income (loss) per share were as follows:

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator:
Net loss	$	(7,944	)	$	(33,627	)	$	(25,847	)	$	(61,319	)
Denominator:
Weighted average shares outstanding		16,164,301			13,526,824			14,495,341			13,466,371
Weighted average restricted shares vested not delivered		287,972			286,599			287,912			285,539
Total basic weighted average shares outstanding		16,452,273			13,813,423			14,783,253			13,751,910
Dilutive effect of assumed conversion of restricted stock units		—			—			—			—
Total diluted weighted average shares outstanding		16,452,273			13,813,423			14,783,253			13,751,910
Basic and diluted income (loss) per share:
Basic	$	(0.48	)	$	(2.43	)	$	(1.75	)	$	(4.46	)
Diluted	$	(0.48	)	$	(2.43	)	$	(1.75	)	$	(4.46	)

Based on exercise prices compared to the average stock prices for the three and nine months ended September 30, 2024 and 2023, certain stock equivalents, including RSUs and stock options, have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Restricted stock units		993,623		916,563		993,623		916,563
Stock options		397,668		305,167		397,668		305,167
Total anti-dilutive securities		1,391,291		1,221,730		1,391,291		1,221,730

Note 9 - Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Issuance Date	*February 1, 2019*			*December 20, 2019*			*March 1, 2020*			*March 1, 2021*
Fair value lower range	$	16.86		$	9.48		$	8.76		$	26.04
Fair value higher range	$	17.16		$	9.66		$	8.94		$	26.58
Exercise price	$	28.32		$	15.36		$	13.98		$	37.98
Expected term (in years)		1.0 - 1.3			1.0 - 1.6			1.0 - 1.5			1.0 - 1.3
Expected volatility		65	%		70	%		70	%		80	%
Dividend yield		—	%		—	%		—	%		—	%
Risk-free rate		2.61	%		1.85	%		1.05	%		1.18	%

Issuance Date	September 9, 2024
Fair value lower range	$	—
Fair value higher range	$	15.59
Exercise price	$	2.75
Expected term (in years)		3.0 - 4.3
Expected volatility		65	%
Dividend yield		—	%
Risk-free rate		3.7	%

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Number of options*			*Weighted average exercise price per share*		*Weighted average remaining contractual term (in years)*		*Aggregate intrinsic value*
Outstanding as of December 31, 2023		302,333		$	25.68		5.4	$	—
Granted⁽¹⁾		136,667			3.06		9.8		114
Exercised		—			—		—		—
Forfeited		(41,333	)		—		—		—
Outstanding as of September 30, 2024		397,667		$	21.74		5.8	$	114
Options exercisable as of September 30, 2024		249,001		$	25.78		4.6	$	—

Schedule of Nonvested Share Activity [Table Text Block]

	*Number of stock options*			*Weighted average exercise price per share*		*Weighted average remaining contractual term (in years)*
Unvested as of December 31, 2023		123,833		$	29.72		5.4
Granted⁽¹⁾		136,667			3.06		9.8
Forfeited		(6,000	)		—		—
Vested		(105,834	)		—		—
Unvested as of September 30, 2024		148,666		$	5.66		9.6

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

	*Number of units*			*Weighted average grant-date fair value*
Unvested as of December 31, 2023		731,538		$	25.95
Granted		697,211			3.62
Vested and delivered		(305,348	)		10.40
Withheld as treasury stock ⁽¹⁾		—			—
Vested not delivered ⁽²⁾		3,833			10.60
Forfeited		(133,611	)		11.59
Unvested as of September 30, 2024		993,623			17.40

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Sales and marketing		22	$	123	$	163	$	419
Product development		74		158		174		485
General and administrative		364		680		1,146		2,114
Share-based compensation expense		460		961		1,483		3,018
Capitalized in intangible assets		10		21		39		72
Total share-based compensation	$	470	$	982	$	1,522	$	3,090

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024	Sep. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		Item 5. Other Information. **Rule 10b5-1 Trading Plans** During the fiscal quarter ended September 30, 2024, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement." Third Amendment to SLR Credit Agreement As of September 30, 2024, we were not in compliance with its financial covenants under the SLR Credit Agreement, which we had to report by October 31, 2024, and which would have resulted in an event of default; however, on October 30, 2024, we entered into a letter agreement pursuant to which SLR extended the deadline for delivery of the compliance certificate required for the fiscal month ended September 30, 2024, and the related notice of event of default, to November 19, 2024. On November 15, 2024, we entered into the Third Amendment (as defined and discussed in Note 5 in the Notes to the consolidated financial statements included herein) to the SLR Credit Agreement, which, among other things, required that the Company raise at least $7.5 million of additional capital by November 29, 2024.  In addition, the Third Amendment waived non-compliance with the financial covenants as of  September 30, 2024, extended the duration of the call protection applicable to the loans, and modified the cash dominion provisions to remain in effect on an indefinite basis. The foregoing description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Third Amendment, which is incorporated by reference as Exhibit 10.11 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 2 - Loss Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total anti-dilutive securities (in shares)	1,391,291	1,221,730	1,391,291	1,221,730
Restricted Stock Units (RSUs) [Member]
Total anti-dilutive securities (in shares)	993,623	916,563	993,623	916,563
Share-Based Payment Arrangement, Option [Member]
Total anti-dilutive securities (in shares)	397,668	305,167	397,668	305,167

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2022	14,129,530	716,692
Balance at Dec. 31, 2022	$ 42	$ (11,171)	$ 423,384	$ (318,300)	$ 93,955
Vesting of restricted stock units and issuance of stock under incentive plans (in shares)	236,378
Vesting of restricted stock units and issuance of stock under incentive plans	$ 1	0	(1)	0	0
Share-based compensation	0		3,090		3,090
Net loss				(61,319)	(61,319)
Balance at Sep. 30, 2023	$ 43	$ (11,407)	426,473	(379,619)	35,490
Balance (in shares) at Sep. 30, 2023	14,365,908	768,595
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares)		51,903
Increase in treasury stock resulting from shares withheld to cover statutory taxes		$ (236)			(236)
Balance (in shares) at Jun. 30, 2023	14,357,158	768,595
Balance at Jun. 30, 2023	$ 43	$ (11,407)	425,491	(345,992)	68,135
Vesting of restricted stock units and issuance of stock under incentive plans (in shares)	8,750
Vesting of restricted stock units and issuance of stock under incentive plans	$ 0		0		0
Share-based compensation	0	0	982	0	982
Net loss	0	0	0	(33,627)	(33,627)
Balance at Sep. 30, 2023	$ 43	$ (11,407)	426,473	(379,619)	35,490
Balance (in shares) at Sep. 30, 2023	14,365,908	768,595
Balance (in shares) at Dec. 31, 2023	14,384,936	768,595
Balance at Dec. 31, 2023	$ 43	$ (11,407)	427,286	(381,518)	34,404
Vesting of restricted stock units and issuance of stock under incentive plans (in shares)	305,348	0
Vesting of restricted stock units and issuance of stock under incentive plans	$ 2	$ 0	(2)	0	0
Share-based compensation	$ 0	$ 0	1,522	0	$ 1,522
Exercise of pre-funded warrants (in shares)	2,955,084	0			2,955,084
Exercise of pre-funded warrants	$ 1	$ 0	(1)	0	$ 0
Net loss	0	0	0	(25,847)	(25,847)
Issuance of pre-funded warrants	0	0	9,900	0	9,900
Balance at Sep. 30, 2024	$ 46	$ (11,407)	438,705	(407,365)	$ 19,979
Balance (in shares) at Sep. 30, 2024	17,645,368	768,595
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares)					0
Balance (in shares) at Jun. 30, 2024	14,680,246	768,595
Balance at Jun. 30, 2024	$ 44	$ (11,407)	438,237	(399,421)	$ 27,453
Vesting of restricted stock units and issuance of stock under incentive plans (in shares)	10,038	0
Vesting of restricted stock units and issuance of stock under incentive plans	$ 1	$ 0	(1)	0	0
Share-based compensation	$ 0	$ 0	470	0	470
Exercise of pre-funded warrants (in shares)	2,955,084	0
Exercise of pre-funded warrants	$ 1	$ 0	(1)	0	0
Net loss	0	0	0	(7,944)	(7,944)
Balance at Sep. 30, 2024	$ 46	$ (11,407)	$ 438,705	$ (407,365)	$ 19,979
Balance (in shares) at Sep. 30, 2024	17,645,368	768,595

Note 4 - Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill Disclosure [Text Block]

4. Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of September 30, 2024, the total balance of goodwill was $0, which represented a decrease of $1,261 from the balance as of December 31, 2023 due to a non-cash impairment charge recorded as of June 30, 2024.

In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is to be assessed at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. The measurement date of the Company's annual goodwill impairment test had been set to October 1, but with no remaining goodwill for the fiscal year ended December 31, 2024, the annual testing will not be performed.

During the second quarter of 2024, the Company determined that the effects of the expected decline in operations due to the impact of certain client relationships constituted a triggering event for the All Other reporting unit. The Company conducted an interim test of the fair value of the All Other reporting unit's goodwill for potential impairment related to the triggering event. The Company applied solely the income approach to determine the fair value of the All Other reporting unit. The results of this approach indicated that the carrying value exceeded its fair value by 58%. The Company therefore concluded that the goodwill was impaired as of June 30, 2024 and recorded a non-cash impairment charge for its remaining balance of $1,261.

Note 11 - Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Text Block]

11. Contingencies

In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated.

On January 28, 2020, the Company received a Civil Investigative Demand from the Federal Trade Commission ("FTC") regarding compliance with the FTC Act and the Telemarketing Sales Rule. On October 18, 2022, the FTC staff sent the Company a draft complaint and proposed consent order seeking injunctive relief and a civil monetary penalty. On January 12, 2023, the Company made an initial proposal of $5,000 for the civil monetary penalty contingent on successful negotiation of the remaining outstanding terms. The Company accrued the same amount for the year ending December 31, 2022. On May 26, 2023, the Company agreed to the terms of a Stipulated Order for Permanent Injunction, Monetary Judgment, Civil Penalty Judgment, and Other Relief (the "FTC Consent Order"). The FTC Consent Order imposed a civil penalty of $2,500, required additional changes to the Company's employment opportunities marketplace and programmatic advertising business, and resulted in the implementation of compliance measures across the business. On July 17, 2023, the FTC filed its Complaint for Civil Penalties, Permanent Injunction, Monetary Relief, and Other Relief and, together with the Company, filed a Joint Motion for Entry of Proposed Stipulated Order in the United States District Court for the Southern District of Florida. The FTC Consent Order was entered by the Court on August 11, 2023, and the escrow funds were released on August 15, 2023. On August 12, 2024, the Company filed its required compliance report. The Company maintains insurance policies that cover certain legal costs, which include those incurred related to the FTC inquiry.

On October 6, 2020, the Company received notice from the Pennsylvania Office of the Attorney General ("PAAG") that it was reviewing the Company's business practices relating to telemarketing. After the Company and the PAAG were unable to reach agreement on a proposed Assurance of Voluntary Compliance, the Commonwealth of Pennsylvania filed a complaint for permanent injunction, civil penalties, and other relief in the United States District Court for the Western District of Pennsylvania on November 2, 2022. On May 18, 2023, the parties entered into a settlement and jointly filed a Consent Petition of Final Decree, wherein the Company agreed to injunctive relief and to pay the PAAG $250 for investigatory costs, all of which was paid as of June 30, 2023.

The Company was involved in a Telephone Consumer Protection Act class action, Daniel Berman v. Freedom Financial Network, which was originally filed in 2018. On May 31, 2023, the parties entered into an Amended Class Action Settlement Agreement (the "Berman Settlement Agreement"), which included injunctive provisions and payment to plaintiffs of $9,750 for legal fees and a consumer redress fund, of which the Company was responsible for $3,100 due upon final approval of the settlement. That amount had been accrued as of December 31, 2022. On July 28, 2023, the Court preliminarily approved the Berman Settlement Agreement. The final approval of the Berman Settlement Agreement was filed on February 23, 2024. To satisfy its obligations under the Berman Settlement Agreement, the Company made a cash payment of $1,100 on March 15, 2024 and entered into the $2,000 Note Payable provided by co-defendant, FDR, as discussed in Note 5, Long-term debt, net.

Note 5 - Long-term Debt, Net

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Text Block]

5. Long-term debt, net

Long-term debt, net of unamortized discount and financing costs, related to the Citizens Credit Facility, the New Credit Facility, Note Payable, and Convertible Notes with related parties (as set forth herein) consisted of the following:

	*September 30, 2024*			*December 31, 2023*
Citizens Credit Facility due 2025 (less unamortized discount and financing costs of $0 and $762, respectively)	$	—		$	30,488
New Credit Facility due 2029 (less unamortized discount and financing costs of $1,154 and $0, respectively)		31,332			—
Note Payable due 2026		1,750			—
Convertible Notes, with related parties		4,860			—
Long-term debt, net		37,942			30,488
Less: Current portion of long-term debt		(32,582	)		(5,000	)
Long-term debt, net (non-current)	$	5,360		$	25,488

Citizens Credit Facility

On April 2, 2024, the Company repaid the $30,000 aggregate principal amount of the term loan ("Citizens Term Loan") due on September 30, 2025, resulting in a loss due to the early extinguishment of debt of $1,009, which was recognized in the second quarter of 2024.

New Credit Facility

On April 2, 2024, Fluent, LLC entered into the SLR Credit Agreement with certain of its subsidiaries and the Company, as guarantors, and SLR, as administrative agent, lead arranger and bookrunner, and each other lender from time to time party thereto.

The SLR Credit Agreement provides for a $20,000 term loan (the "SLR Term Loan") and a revolving credit facility of up to $30,000 (the "SLR Revolver" and together with the SLR Term Loan, the "SLR Credit Facility"). As of September 30, 2024, the SLR Credit Facility had an outstanding principal balance of $32,486 (of which $12,486 relates to the SLR Revolver) and matures on April 2, 2029.

The Borrower used a portion of the net proceeds of the SLR Credit Facility to repay the outstanding Citizens Term Loan under the credit agreement dated March 31, 2021 (the "Citizens Credit Agreement"), by and among the Borrower, certain subsidiaries of the Borrower as guarantors, the lenders thereto, and Citizens Bank, N.A. ("Citizens Bank").

There is no principal amortization prior to maturity under the SLR Credit Agreement except for certain mandatory prepayments to be made with the net cash proceeds of certain asset sales, casualty events, and other extraordinary receipts and upon the occurrence of certain other events, in each case subject to certain reinvestment rights, thresholds and other exceptions. Unfunded commitments will be subject to an unused facility fee, which will be payable monthly in arrears, as of the month following the closing, at a rate of 0.50% per annum. All amounts owed under the SLR Credit Facility are due and payable on the five-year anniversary of the closing date (the "Maturity Date"), or earlier following a change in control or an event of default, unless otherwise extended in accordance with the terms of the SLR Credit Agreement. Borrowings under the SLR Credit Agreement bear interest at a rate per annum equal to a 3-month term SOFR plus 0.26161%, subject to a 1.50% floor, plus a margin (the "Applicable Margin") of 5.25% which was increased to 5.75% pursuant to the Second Amendment to the SLR Credit Agreement (the "Second Amendment"). The Applicable Margin will be reduced to 5.0% when the Borrower's fixed charge coverage ratio is greater than 1.10 to 1. The opening interest rate of the SLR Credit Facility was 10.81% (SOFR + CSA + 5.25%), which increased to 11.03% (SOFR + CSA+5.75%) as of September 30, 2024.

The SLR Credit Agreement contains restrictive covenants which impose limitations on the way the Credit Parties conducts business, including limitations on the amount of additional debt the Credit Parties are able to incur and their ability to make certain investments or other restricted payments. The SLR Credit Agreement is guaranteed by the Company and certain of its direct and indirect subsidiaries and is secured by substantially all of the Company's assets and those of its direct and indirect subsidiaries, including the Borrower.

The Borrower's ability to draw on the SLR Revolver depends on its weekly borrowing base, which is calculated by applying specified percentages established by SLR to the Borrower's eligible accounts receivable and cash, less reserves, subject to certain limitations.

Debt issuance costs and debt discount costs, net of accumulated amortization, related to the issuance and amendments of the SLR Revolver was $903 and $827, respectively, as of September 30, 2024. The amounts are included in other non-current assets in the Company's consolidated balance sheets. The Company amortizes these costs over the life of the related debt.

On May 15, 2024, the Credit Parties and SLR entered into the First Amendment to the SLR Credit Agreement (the "First Amendment"), pursuant to which SLR, among other things, (1) waived any required prepayments on the SLR Revolver from the proceeds from the Company's Private Placement, (2) required that the Credit Parties (as defined in the SLR Credit Agreement) retain a financial advisor to assist in preparing the Company's projections, (3) increased the minimum excess availability covenant following the Private Placement (as defined herein) (see Note 8, Equity) (4) amended the definition of borrowing base (as defined in the SLR Credit Agreement), and (5) amended certain post-closing obligations.

On August 19, 2024, the Credit Parties and SLR entered into the Second Amendment, which, among other things, required that the Company raise $2,000 in additional capital. To raise the capital, the Company entered into convertible subordinated notes, as described below, raising an aggregate $2,050. In addition, SLR waived non-compliance with the financial covenants as of June 30, 2024, modified the financial covenants through December 31, 2025, ended a requirement to engage a financial advisor, increased the Applicable Margin from 5.25% to 5.75%, and waived any required prepayments from the proceeds from the convertible subordinated notes financing.

As of September 30, 2024, the Credit Parties were not in compliance with their financial covenants under the SLR Credit Agreement, which the Borrower had to report by October 31, 2024, and which would have resulted in an event of default; however, on October 30, 2024, the Credit Parties and SLR entered into a letter agreement pursuant to which SLR extended the deadline for delivery of the compliance certificate required for the fiscal month ended September 30, 2024, and the related notice of event of default, to November 19, 2024.

On November 15, 2024, the Credit Parties and SLR entered into the Third Amendment to the SLR Credit Agreement, which, among other things, required that the Company raise at least $7,500 of additional capital by November 29, 2024. In addition, the Third Amendment waived non-compliance with the financial covenants as of September 30, 2024, extended the duration of the call protection applicable to the loans, and modified the cash dominion provisions to remain in effect on an indefinite basis.

Based on current projections, the Company expects to be in compliance with the new financial covenants during the next twelve months. However, the Company has not met its projections for certain recent quarters, so there can be no assurance that the Company will meet its projections in the future. If during any fiscal quarter, the Credit Parties do not comply with any of their financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. Additionally, if the Company fails to raise capital in at least the amount required under the Third Amendment by November 29, 2024, such failure would also result in an event of default that would give SLR the right to accelerate maturities. Accordingly, all borrowings under the Credit Agreement have been classified as current as of September 30, 2024.

Note Payable

On March 17, 2024, Fluent, LLC entered into a junior secured promissory note (the "Note Payable") with Freedom Debt Relief, LLC ("FDR") in the principal amount of $2,000 in connection with the Berman Settlement Agreement (see Note 11, Contingencies). The Note Payable bears interest equal to one-month CME Term SOFR (defined as the rate published by the CME Group Benchmark Administration Limited) plus 11.0% per annum, compounded quarterly. The opening interest rate of the Note Payable was 16.32% (SOFR +11%), which decreased to 16.17% (SOFR + 11%) as of September 30, 2024.

A maximum of $1,000 of the borrowings under the Note Payable are secured by substantially all of the assets of Fluent, LLC. This security interest is subordinate to the security interest under the SLR Credit Agreement.

The Note Payable matures on March 31, 2026 and interest is payable quarterly. Scheduled principal amortization of the Note Payable is $250 per quarter, which commenced with the fiscal quarter ended June 30, 2024, but was subsequently paid upon receipt of the invoice from FDR and applied as of July 17, 2024.

Convertible Notes, with related parties

On August 19, 2024, the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain of the Company's officers and directors and the largest stockholder (the "Purchasers") to sell convertible subordinated promissory notes (the "Convertible Notes") in aggregate principal amount of $2,050. The Convertible Notes mature on April 2, 2029, and bear interest at 13% per annum payable quarterly in kind or may be paid in cash (subject to payment conditions in the Subordination Agreement (as defined below)) beginning December 31, 2024. Subject to certain payment conditions in the Subordination Agreement, the Company may prepay the Convertible Notes in whole or in part at any time upon ten days’ written notice, provided that no prepayment will be permitted prior to stockholder approval without the consent of the applicable holder.

Each holder of the Convertible Notes is entitled to convert the Conversion Amount (as defined below) into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $3.01 and (ii) the greater of (A) the consolidated closing bid price of the Company's Common Stock as reported on Nasdaq on the applicable conversion date and (B) $1.00, in each case subject to adjustments for stock splits, recapitalizations and the like. However, the applicable conversion price will in no event be lower than the price established by clause (ii) above unless and until the Company's stockholders have approved matters related to the issuance of common stock upon conversion of the Convertible Notes. The "Conversion Amount" is the sum of all or any portion of the outstanding principal amount of the Convertible Note, as designated by the holder upon exercise of its right of conversion, plus all accrued and unpaid interest. The Convertible Notes are subject to additional limits on conversion until stockholder approval is obtained, including an aggregate limit on the number of shares that may be issued upon conversion to 19.99% of the Company’s outstanding shares of common stock and provisions to prevent a change of control as defined in the rules of the Nasdaq Stock Market. The Company has agreed to use its reasonable efforts to secure stockholder approval at such meeting, including providing a recommendation for approval by the Company’s board of directors. Holders of the Convertible Notes will be permitted to vote on such stockholder approval, but may not vote any shares obtained from conversion of the Convertible Notes prior to such vote. No underwriting discounts or commissions were paid with respect to the Convertible Notes.

In connection with the Second Amendment and the Securities Purchase Agreement, the Company and SLR entered into a Second Amendment Subordination Agreement with each purchaser of the Convertible Notes on August 19, 2024 (the "Subordination Agreements"). The Subordination Agreements confirm the subordinated nature of the Convertible Notes and restrict payments to and remedies of the holders of the Convertible Notes for so long as the SLR Credit Agreement has indebtedness outstanding. The Subordination Agreements provide that the Company may not make any payment of principal or interest on the Convertible Notes unless certain conditions are met.

The Convertible Notes are accounted for at fair value due to the election of the fair value option ("FVO") in accordance with ASC 825, Financial Instruments ("ASC 825"). Within ASC 825, the FVO can be elected for debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. Notwithstanding, ASC 825-10-15-4 provides for the FVO election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

Within ASC 825-10-45-5, the estimated fair value adjustments are recognized as a component of other comprehensive income with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) within the consolidated statement of operations. As then provided by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the consolidated statements of operations, as the Company concluded that the change in fair value of the Convertible Notes was not attributable to instrument specific credit risk. The Company then elected to not present the interest expense for the Convertible Notes separately.

The initial fair value was determined to be greater than the principal balance of the Convertible Notes. The Company noted that the transaction was entered into with certain of the Company's officers and directors and the largest stockholder and was required under the Second Amendment for liquidity needs. Further, the Company reviewed the valuation and determined it was appropriate. As a result, based on ASC 825-10, the Company recorded a day one unrealized loss on the Convertible Notes of $2,110.

As of September 30, 2024, the principal balance of the Convertible Notes was $2,050, with a fair value of $4,860. The Company recognized an additional increase in fair value of $700 for the three and nine months ended September 30, 2024, which was recognized as after current period other income (loss) from operations. For the three and nine months ended September 30, 2024, accrued interest was paid in kind.

Maturities

As of September 30, 2024, scheduled future maturities of the Company's debt are as follows, not reflective of the debt being accelerated as noted in Note 1:

Year		*September 30, 2024*
Remainder of 2024	$	5,420
2025		1,000
2026		250
2027		—
2028		—
2029		29,616
Total maturities	$	36,286

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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