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flnt20191115_8k.htm
false 0001460329 0001460329 2020-12-23 2020-12-23
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): December 23, 2020
 
 
FLUENT, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-37893
 
77-0688094
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
300 Vesey Street, 9th Floor
New York, New York
 
10282
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 669-7272
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.0005 par value per share
 
FLNT
 
The NASDAQ Stock Market LLC
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On December 23, 2020, Andrew Frawley submitted a notice of his resignation from the Company's Board of Directors, effective December 31, 2020. Mr. Frawley served as the Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees of the Board of Directors. Mr. Frawley’s decision to resign was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
Fluent, Inc.
 
 
 
 
 
December 28, 2020
By:  
/s/ Ryan Schulke
 
 
Name:  
Ryan Schulke 
 
 
Title:  
Chief Executive Officer