Material Agreement (Form 8-K)

1.01 Entry into a Material Definitive Agreement.

On December 31, 2025, Fluent, Inc. (the "Company") entered into an At-The-Market Issuance Sales Agreement (the "ATM Agreement") with Lake Street Capital Markets, LLC ("Lake Street"), under which the Company may offer and sell shares of its common stock, par value $0.0005 per share (the "Shares"), having an aggregate sales price of up to approximately $11,200,000 through Lake Street as the sales agent. Sales of shares of the Company's common stock through Lake Street, if any, will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly on The Nasdaq Stock Market LLC or any other existing trading market for the Shares. Lake Street will use commercially reasonable efforts to sell the Shares from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay Lake Street a commission equal to 3.0% of the aggregate gross proceeds from the sales of Shares sold through Lake Street under the ATM Agreement and will also reimburse Lake Street for certain specified expenses in connection with entering into the ATM Agreement as well as in connection with each Triggering Event Date (as defined in the ATM Agreement). Pursuant to the ATM Agreement, the Company also provided Lake Street with customary indemnification and contribution rights. The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The Company is not obligated to sell any of the Shares under the ATM Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the ATM Agreement will terminate on the earlier of (1) the sale, pursuant to the ATM Agreement, of Shares having an aggregate offering price of approximately $11,200,000 and (2) the termination of the ATM Agreement by either the Company or Lake Street, as set forth therein.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the ATM Agreement into the Registration Statement (as defined herein).

The Shares will be offered and sold pursuant to the Company's shelf registration statement on Form S-3 and an accompanying prospectus (File No. 333-281805) filed by the Company with the U.S. Securities and Exchange Commission ("SEC") on August 28, 2024 and declared effective by the SEC on September 9, 2024 (the "Registration Statement") and pursuant to a prospectus supplement thereto.

A copy of the opinion of Sheppard Mullin Richter & Hampton, LLP regarding the Shares to be sold under the ATM Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.