Amendment: SEC Form SCHEDULE 13D/A filed by Fluent Inc.

No material change.

No material change.

No material change.

No material change.

No material change.

Item 3 is hereby amended and restated to read as follows. The information set forth or incorporated under the heading "Explanatory Note" and in Items 4 and 5 is incorporated by reference in its entirety into this Item 3. The source of funds used by the Reporting Persons for the acquisition of securities of the Issuer reported herein is the working capital of Gamma Trust.

Item 4 is hereby amended and restated to read as follows. On May 15, 2025, Gamma Trust entered into a securities purchase agreement (the "Purchase Agreement") with the Company, pursuant to which Gamma Trust subscribed for $2,000,000 aggregate amount of (i) warrants (the "Warrants") to purchase shares of common stock of the Company at a purchase price of $2.2000 per Warrant and (ii) pre-funded warrants (the "Unregistered Pre-Funded Warrants") to purchase shares of common stock of the Company at a purchase price of $2.1995 per Unregistered Pre-Funded Warrant. The exercise price per share of common stock under the Warrant is $2.2000. The aggregate exercise price of the Unregistered Pre-Funded Warrants (other than the nominal exercise price of $0.0005 per Unregistered Pre-Funded Warrant) was pre-funded. The exercise of the Unregistered Pre-Funded Warrants is subject to stockholder approval and, upon such approval, such Unregistered Pre-Funded Warrants will be immediately exercisable and will terminate when exercised in full. In connection with the Purchase Agreement, the Reporting Person and the Company entered into a Support Agreement with the Issuer pursuant to which the Reporting Person agreed to vote shares of the Issuer's common stock beneficially owned by him in favor of certain actions subject to Stockholder Approval (as defined in the Purchase Agreement) at any meeting of stockholders of the Issuer and to vote against or decline to consent to any proposal or any other corporate action or agreement that would result in a breach by the Issuer of the Purchase Agreement or impede, delay or otherwise adversely affect the consummation of the transactions contemplated by the Purchase Agreement or any similar agreements entered into by the Issuer and the stockholders a party thereto in connection with the consummation of the transactions contemplated by the Purchase Agreement. The closing of the sales of the Unregistered Warrants under the Purchase Agreement occurred on May 19, 2025. On May 19, 2025, the Gamma Trust exercised 909,297 Unregistered Pre-Funded Warrants for 909,085 shares of the Company's common stock. The foregoing descriptions of the Purchase Agreement, the Unregistered Pre-Funded Warrants, the Warrants and the Support Agreement are not complete but are qualified in their entirety by reference to the full text of the form of the Unregistered Pre-Funded Warrant, Warrant, Purchase Agreement and the Support Agreement, copies of which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein.

The Reporting Persons are the beneficial owner of 6,731,308 shares of common stock of the Issuer, which includes 66,667 shares of the Issuer's common stock underlying the Convertible Note and 909,297 shares of common stock underlying Warrants issued on May 19, 2025 and 909,085 shares of common stock issued upon the exercise of the Unregistered Pre-Funded Warrants on May 19, 2025, representing 31.1% of the Issuer's common stock. The percentage of beneficial ownership is based upon 20,643,660 shares of the Company's common stock outstanding as of May 13, 2025 (as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on May 16, 2025).

The information contained on the cover page to this Amendment is incorporated herein by reference.

Transactions in the Issuer's securities effected by the Reporting Persons during the past sixty days: The information set forth or incorporated under Item 4 is incorporated by reference in its entirety into this Item 5.

Not applicable.

Not applicable.

Item 6 of the Schedule 13D is amended by adding the following paragraph: The description in Item 4 and the agreements incorporated therein by reference and set forth as an exhibit hereto is incorporated herein by reference in answer to this Item 6.

Exhibit 99.1 Form of Pre-Funded Warrant dated May 15, 2025 (incorporated by reference to Exhibit 4.2 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_818959.htm Exhibit 99.2 Form of Common Stock Warrant dated May 15, 2025 (incorporated by reference to Exhibit 4.3 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_819518.htm Exhibit 99.3 Form of Securities Purchase Agreement by and between Fluent Inc. and the purchasers parties thereto (incorporated by reference to Exhibit 10.6 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_819519.htm Exhibit 99.4 Form of Support Agreement by and among Fluent, Inc. and the parties thereto (incorporated by reference to Exhibit 10.7 on the Issuer's Form 10-Q filed on May 16, 2025). https://www.sec.gov/Archives/edgar/data/1460329/000143774925017449/ex_818960.htm Exhibit 99.5 Joint Filing Agreement.