10/01/2025 | Press release | Distributed by Public on 10/01/2025 18:10
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Pre-Funded Warrant | $0.0005 | 06/24/2025 | M | 259,156(2) | 06/18/2025(4) | (5) | Common Stock | 259,156 | $ 0 | 0 | I | Held by The Schulke Inn Family Foundation Trust(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schulke Ryan C/O FLUENT, INC. 300 VESEY STREET, 9TH FLOOR NEW YORK, NY 10282 |
X | X | Chief Strategy Officer |
/s/ Ryan Schulke | 10/01/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Person exercised the pre-funded warrants on a cashless basis. |
(2) | On July 3, 2025, the Reporting Person filed a Form 4 which inadvertently reported the acquisition of 259,156 shares of common stock and disposition of 69 shares of common stock following the exercise of a pre-funded warrant on a cashless basis by Ryan Schulke; however, as reported in this amendment, the acquisition and disposition of the above-noted shares following the exercise of a pre-funded warrant on a cashless basis was completed by the Schulke Inn Family Foundation Trust. |
(3) | The Reporting Person is the co-trustee of the Schulke Inn Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust. |
(4) | The Pre-Funded Warrants became exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants, which approval was obtained on June 18, 2025. |
(5) | The Pre-Funded Warrants terminated when exercised in full. The Pre-Funded Warrants were exercised on June 24, 2025. |