FROST PHILLIP MD ET AL → Fluent, Inc. FLNT

Item 4 is hereby amended and restated to read as follows. On March 19, 2025, Gamma Trust entered into a securities purchase agreement (the "Purchase Agreement") with the Company, pursuant to which Gamma Trust subscribed for $1,000,000 aggregate amount of pre-funded warrants (the "Unregistered Pre-Funded Warrants") to purchase shares of common stock of the Company at a purchase price of $2.174 per Unregistered Pre-Funded Warrant. 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, on March 19, 2025, Gamma Trust and the Company entered into the First Amendment to that certain Support Agreement, dated November 29, 2024 (the "Support Agreement Amendment"), to amend certain definitions to include the Purchase Agreements and Unregistered Pre-Funded Warrants. The closing of the sales of the Unregistered Warrants under the Purchase Agreements occurred on March 20, 2025. On March 20, 2025, the Gamma Trust exercised 459,981 Unregistered Pre-Funded Warrants for 459,869 shares of the Company's common stock. The foregoing descriptions of the Purchase Agreement, the Unregistered Pre-Funded Warrants and the Support Agreement Amendment are not complete but are qualified in their entirety by reference to the full text of the form of the Purchase Agreement, the Unregistered Pre-Funded Warrant and the Support Agreement Amendment, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.