---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-22-029729"
form_type: "8-K"
ticker: "FLNT"
cik: "0001460329"
company_name: "Fluent, Inc."
filed_at: "2022-12-23T23:59:59+00:00"
generated_at: "2026-06-20T23:17:51.244157+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Fluent amends credit agreement, acknowledges FTC and PA litigation, loses revolver access

## Summary
- Entered second amendment to credit agreement; replaced LIBOR with Term SOFR; joined new guarantors.
- Acknowledged pending FTC draft complaint and PA Attorney General lawsuit filed Nov 2, 2022.
- Cannot draw on $15M revolving credit facility due to litigation-related representation inaccuracy.
- Company believes sufficient cash for next twelve months despite revolver unavailability.
- Waived certain defaults for delayed joinder of subsidiary Fluent Insurance Agency, LLC.

## SEC filing metadata
- accession: 0001437749-22-029729
- form_type: 8-K
- ticker: FLNT
- cik: 0001460329
- company_name: Fluent, Inc.
- filed_at: 2022-12-23T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1460329/000143774922029729/0001437749-22-029729-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1460329/000143774922029729/flnt20221201_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-22-029729
- JSON: https://secwatch.observer/filing/0001437749-22-029729.json
- Plain text: https://secwatch.observer/filing/0001437749-22-029729.txt

## Key facts
- Debt Financings
  Fluent, Inc. amended credit facility of existing term loan facility in the aggregate principal amount of $50.0 million and an undrawn revolving credit facility with Citizens Bank, N.A., and certain lenders at Borrowings under the Credit Facilities bear interest at a rate per annum equal t maturing March 31, 2026.
  - Instrument: credit facility
  - Principal: existing term loan facility in the aggregate principal amount of $50.0 million and an undrawn revolving credit facility
  - Counterparty: Citizens Bank, N.A., and certain lenders
  - Rate: Borrowings under the Credit Facilities bear interest at a rate per annum equal t
  - Maturity: March 31, 2026
  - Event: amendment
  source text: The Amendment amends certain provisions of the Credit Agreement to: (i) reflect the replacement of the current benchmark settings with TERM SOFR pursuant to an Early Opt-In Election; (ii) acknowledge certain litigation matters; and (iii) join additional subsidiaries of Borrower as guarantors of the loan facilities (the “Credit Facilities”) provided under the Credit Agreement. The Credit facilities consist of an existing term loan facility in the aggregate principal amount of $50.0 million and an undrawn revolving credit facility of $15.0 million (the “Revolving Credit Facility”). Borrowings under the Credit Facilities bear interest at a rate per annum equal to the benchmark selected by the Borrower, which may be based on the Alternative Base Rate or Term SOFR (subject to a floor of 0.00%), plus a margin applicable to the selected benchmark. The applicable margin is between 0.75% and 1.75% for borrowings based on the Alternative Base Rate and 1.75% and 2.75% for borrowings based on Ter
  evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774922029729/0001437749-22-029729-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.