Current Report Filing (8-k)
October 01 2020 - 08:33AM
Edgar (US Regulatory)
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): September 30,
2020
FLUENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-37893
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77-0688094
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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300 Vesey Street, 9th Floor
New York, New York
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10282
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(Address of principal executive offices)
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(Zip Code)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0005 par value per share
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FLNT
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The NASDAQ Stock Market LLC
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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 September 30, 2020, the Board of Directors (the "Board") of
Fluent, Inc. (the "Company") appointed Carla Newell as a director
of the Company, effective October 1, 2020.
The Board affirmatively determined that Ms. Newell (i) meets
the Independent Standards specified in Rule 10A-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and (ii) the independence requirements set forth in Nasdaq
Marketplace Rule 5605(c)(2). Ms. Newell will serve as a member of
the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee of the Board. On October 1,
2020, Ms. Newell received a grant of 25,000 restricted stock
units upon her appointment to the Board.
Ms. Newell has served as the Chief Legal Officer and Chief
Risk Officer at Ancestry, the global leader in family history and
consumer genomics, since 2016. She has also served as Chair
the Ancestry Enterprise Risk Management Committee and served on
multiple international subsidiary boards during her time at
Ancestry. From 2014 to 2016, Ms. Newell served as a
strategic advisor to emerging companies, such as Ondine Biomedical,
a Canadian developer of light-activated photo-disinfection systems
for hospitals, and Coalesce, an early stage software company
providing AI-based business research and analysis tools. From 2000
to 2014, Ms. Newell served as Operating General Partner at
Technology Crossover Ventures ("TCV"), a leading technology-focused
venture capital and private equity firm, where she also served as
TCV's designated director and member of audit and compensation
committees on multiple private company boards. Prior to joining
TCV, Ms. Newell was a Partner at Gunderson Dettmer Stough
Villeneuve Franklin & Hachigan, a leading technology-focused
law firm, from 1996 to 2000, and a Partner and Associate at Gray
Cary Ware & Freidenrich, a Silicon Valley and San Diego based
law firm that is now a part of DLA Piper, from 1985 to 1996.
On October 1, 2020, the Company issued a press release
announcing Ms. Newell's appointment, which is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1 |
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Press Release, issued
October 1, 2020 |
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.
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Fluent, Inc.
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October 1, 2020
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By:
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/s/ Ryan Schulke
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Name:
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Ryan Schulke
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Title:
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Chief Executive Officer
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