Fluent (FLNT) risk factors, FY2025 10-K

Fluent's FY2025 10-K, filed Mar 31, 2026, lists 33 risk factors in 10 groups. Against the prior year's 37: 3 new, 7 dropped, 19 substantially reworded.

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Risk factors listed
3310 groups
New this year
3vs 37 last year
Dropped
7since the prior 10-K
Substantially reworded
19of those kept
Section length
11k wordsItem 1A

What the changes say

  • Auditors and management express substantial doubt regarding the company's ability to continue as a going concern due to declining revenues and covenant issues.
  • Traffic quality initiatives and FTC consent orders permanently depressed user registration volumes on owned-and-operated sites.
  • The company faces intense competition in the commerce media space from well-capitalized rivals and heavy reliance on Apple iOS and Google Android mobile ecosystems.

What changed since the prior 10-K

New

  • NewRisks Related to Our Industry

    changes in platform policies, app store rules, or mobile operating system requirements that affect user acquisition or monetization

    Adverse developments or reduced marketing spend from gaming advertisers could harm operations, despite no single gaming client exceeding 10% of 2025 revenue.

  • NewRisks Related to Our Commerce Media Solutions

    We operate in the commerce media segment of the digital advertising ecosystem, which is highly competitive and dominated by larger, well-capitalized competitors with existing advertiser and media partner relationships

    Entering the highly competitive commerce media segment risks technological and implementation challenges, competitive displacement, and loss of media partners to larger established rivals.

  • NewRisks Related to Our Owned and Operated Media Properties

    A substantial majority of users access our media through mobile devices and tablets, and our business is therefore highly dependent on mobile platforms and operating system providers

    Over 90% of users access services via mobile devices, subjecting the business to the pricing and policy controls of Apple iOS and Google Android.

Dropped

  • DroppedRisks Related to Our Financial Position

    Covenants in our SLR Credit Agreement impose restrictions that may limit our operating and financial flexibility

  • DroppedRisks Related to Our Industry

    the introduction of legislation or other regulatory restrictions on gaming, such as restrictions addressing violence in video games and addiction to video games

    SLR Credit Agreement covenant restrictions on financial flexibility.

  • DroppedRisks Related to Commerce Media Solutions Business

    We are a relatively new entrant to the post-transaction commerce media business, which is currently dominated by a major player

  • DroppedRisks Related to Our Owned and Operated Media Properties

    More people are accessing content on their mobile devices through mobile applications, and we have not successfully deployed mobile app versions of our O&O Sites, which hinders our ability to remain competitive

  • DroppedRisks Related to Our Owned and Operated Media Properties

    We have become increasingly reliant upon inbound calls, particularly in the Health Plan vertical, which we may be unable to obtain cost effectively obtain in the future

  • DroppedRisks Relating to Legal and Regulatory Matters

    In the last five years, for example, we have been involved in regulatory actions with the FTC and the PAAG and in numerous litigations and claims. Such actions have adversely impacted our results of operations and could adversely affect our future results of operations and financial position

    Gaming legislation risks and steep revenue decline from a specific 7.1% client.

  • DroppedRisks Related to Our Common Stock and the Securities Markets

    We do not intend to pay cash dividends for the foreseeable future

Reworded

  • 87% rewrittenRisks Related to Our Financial Position

    There is substantial doubt about our ability to continue as a going concern

    Added explicit statement that independent accountants and management concluded there is substantial doubt about the company's ability to continue as a going concern.

  • 73% rewrittenRisks Related to Financial Matters

    We may require additional capital in the future to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances, and such capital may not be available to us on acceptable terms, or at all

    Added that current liquidity is projected to last at least 12 months, but projections may fail, requiring earlier capital raising.

  • 62% rewrittenOther Business Risks

    Economic or political instability could adversely affect our business, financial condition, and results of operations

    Updated macroeconomic risks to cite inflation, interest rates, and international military conflicts affecting Israeli and global advertisers.

  • 61% rewrittenRisks Related to Our Owned and Operated Media Properties

    We are at a competitive disadvantage to other rewards sites because we are more selective in our traffic sources

    Added that management does not expect registration volume on O&O Sites to return to prior levels.

  • 54% rewrittenRisks Related to Our Common Stock and the Securities Markets

    Future issuances of shares of our common stock could have a dilutive effect on your investment in us

    Updated share issuance figures for 2025 and noted stockholders authorized an additional 2,000,000 shares for the 2022 Plan on June 18, 2025.

  • 47% rewrittenRisks Related to Our Industry

    A sudden reduction in online marketing spend by our clients, a loss of clients or lower advertising yields may seriously harm our business

    Retained core client termination and performance-based media cost risks without material wording changes.

  • 43% rewrittenRisks Relating to Legal and Regulatory Matters

    Our use of email marketing and other direct marketing channels is subject to laws and rules in each of the jurisdictions in which we operate

    Expanded email marketing scope to include general messaging and electronic communications, modifying FTC consent language.

    Was: Our use of email marketing is subject to laws and rules in each of the jurisdictions in which we operate

  • 42% rewrittenRisks Relating to Legal and Regulatory Matters

    The regulatory landscape in which we and our clients operate is constantly evolving and subject to significant change

    Expanded regulatory scope to include data privacy, text messaging, state comprehensive privacy statutes, and international data protection regulations.

  • 38% rewrittenRisks Related to Our Owned and Operated Media Properties

    A decline in the supply of media available to us through third parties or an increase in the price of this media would increase the cost of attracting consumers and reduce our profitability

    Was: A decline in the supply of media available to us through third parties or an increase in the price of this media could increase the cost of attracting consumers and reduce our profitability

  • 36% rewrittenRisks Relating to Legal and Regulatory Matters

    Our business and the businesses of our advertiser clients may be subject to sales and use taxes and other taxes

  • 35% rewrittenRisks Related to Financial Matters

    We may, in the future, experience significant charges to our intangible assets, which may affect our results of operations in the future

    Was: We have written down all of our goodwill from our prior acquisitions and could experience significant charges to our intangible assets, which may affect our results of operations in the future

  • 35% rewrittenRisks Related to Our Industry

    A material percentage of our consolidated revenue is derived from gaming (apps) advertisers, so we are exposed to risks associated with the gaming industry in general

  • 33% rewrittenOther Business Risks

    Our evaluation of strategic alternatives could complicate operations, or could result in other harmful consequences that may adversely impact our business and results of operations

  • 33% rewrittenRisks Related to Our Industry

    We derive substantially all of our revenue from digital marketing services, which is an intensely competitive industry characterized by rapidly evolving industry standards, user and client demands, laws and regulations, and technology

  • 30% rewrittenOther Business Risks

    It may be difficult to effectively manage any future growth and scale our infrastructure and products quickly enough to meet the needs of our business while maintaining profitability

  • 29% rewrittenRisks Related to Our Owned and Operated Media Properties

    Our use of CRM may be hindered, which in turn could harm our business

  • 27% rewrittenRisks Relating to Data Security and Intellectual Property

    Our actual or perceived failure to safeguard any personal information or user privacy could damage our reputation and results of operations

  • 24% rewrittenRisks Related to Our Commerce Media Solutions

    We will need to continue to invest in technology for our Commerce Media Solutions business

  • 21% rewrittenRisks Related to Our Common Stock and the Securities Markets

    The concentration of our stock ownership presents risks, including lack of liquidity in the trading market for our common stock and limitations on any individual stockholder's ability to influence corporate matters

All 33 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Financial Position

  1. 01There is substantial doubt about our ability to continue as a going concern87% rewritten

Risks Related to Our Industry

  1. 02We operate in a competitive, rapidly changing industry, which makes it difficult to evaluate our business and prospects
  2. 03We derive substantially all of our revenue from digital marketing services, which is an intensely competitive industry characterized by rapidly evolving industry standards, user and client demands, laws and regulations, and technology33% rewritten
  3. 04A material percentage of our consolidated revenue is derived from gaming (apps) advertisers, so we are exposed to risks associated with the gaming industry in general35% rewritten
  4. 05changes in platform policies, app store rules, or mobile operating system requirements that affect user acquisition or monetizationNew
  5. 06Unfavorable publicity and negative public perception about our industry or us may damage our reputation, which could harm our business, financial condition, and results of operations
  6. 07A sudden reduction in online marketing spend by our clients, a loss of clients or lower advertising yields may seriously harm our business47% rewritten
  7. 08We are exposed to credit risk from our clients, and we may not be able to collect on amounts owed to us

Risks Related to Our Commerce Media Solutions

  1. 09We operate in the commerce media segment of the digital advertising ecosystem, which is highly competitive and dominated by larger, well-capitalized competitors with existing advertiser and media partner relationshipsNew
  2. 10We will need to continue to invest in technology for our Commerce Media Solutions business24% rewritten

Risks Related to Our Owned and Operated Media Properties

  1. 11We are at a competitive disadvantage to other rewards sites because we are more selective in our traffic sources61% rewritten
  2. 12A decline in the supply of media available to us through third parties or an increase in the price of this media would increase the cost of attracting consumers and reduce our profitability38% rewritten
  3. 13A substantial majority of users access our media through mobile devices and tablets, and our business is therefore highly dependent on mobile platforms and operating system providers New
  4. 14Our use of CRM may be hindered, which in turn could harm our business29% rewritten

Other Business Risks

  1. 15It may be difficult to effectively manage any future growth and scale our infrastructure and products quickly enough to meet the needs of our business while maintaining profitability30% rewritten
  2. 16Economic or political instability could adversely affect our business, financial condition, and results of operations62% rewritten
  3. 17Our international operations subject us to increased challenges and risks
  4. 18Our evaluation of strategic alternatives could complicate operations, or could result in other harmful consequences that may adversely impact our business and results of operations33% rewritten
  5. 19Our failure to recruit or the loss of management and highly trained and qualified personnel could adversely affect our business
  6. 20We are dependent upon third-party service providers in our operations and may be adversely affected if any of their platforms malfunction

Risks Relating to Legal and Regulatory Matters

  1. 21The regulatory landscape in which we and our clients operate is constantly evolving and subject to significant change42% rewritten
  2. 22Our use of email marketing and other direct marketing channels is subject to laws and rules in each of the jurisdictions in which we operate43% rewritten
  3. 23Our business and the businesses of our advertiser clients may be subject to sales and use taxes and other taxes36% rewritten

Risks Relating to Data Security and Intellectual Property

  1. 24Our actual or perceived failure to safeguard any personal information or user privacy could damage our reputation and results of operations27% rewritten
  2. 25If we do not adequately protect our intellectual property rights, our competitive position and business may suffer
  3. 26As a creator and a distributor of digital media content, we face liability and expenses for legal claims based on the nature and content of the materials that we create or distribute, including materials provided by third parties
  4. 27Laws and regulations regarding privacy, data protection, and the handling of personal information are complex and continuously evolving, and could have a material adverse effect on our business, financial condition, and results of operations

Risks Related to Financial Matters

  1. 28We may require additional capital in the future to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances, and such capital may not be available to us on acceptable terms, or at all73% rewritten
  2. 29We may, in the future, experience significant charges to our intangible assets, which may affect our results of operations in the future35% rewritten

Risks Related to Our Common Stock and the Securities Markets

  1. 30Our stock price has been and may be volatile in the future, and as a result, investors in our securities could incur substantial losses
  2. 31The concentration of our stock ownership presents risks, including lack of liquidity in the trading market for our common stock and limitations on any individual stockholder's ability to influence corporate matters21% rewritten
  3. 32Future issuances of shares of our common stock could have a dilutive effect on your investment in us54% rewritten
  4. 33We are a smaller reporting company and a non-accelerated filer, and we benefit from certain reduced governance and disclosure requirements, but we cannot be certain if the reduced disclosure requirements make our common stock less attractive to investors

Other Fluent 10-Ks

  • FY2024 10-K risk factors
    37 risks

    Fluent relies heavily on gaming advertisers, faces going concern doubts, and navigates strict telemarketing and privacy regulations.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.