UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Fluent, Inc.
(Name of Issuer)
Common Stock, $0.0005 par value
(Title of Class of Securities)
34380C102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
| Schedule 13G | ||
| CUSIP No. 34380C102 | Page 2 of 6 Pages | |
| 1. | Name of Reporting Person
JB Capital Partners, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☒ | |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power: |
| -0- | ||
| 6. | Shared Voting Power: | |
4,708,479 | ||
| 7. | Sole Dispositive Power: | |
| -0- | ||
| 8. | Shared Dispositive Power: | |
4,708,479 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,708,479 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☒ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 5.9% | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| Schedule 13G | ||
| CUSIP No. 34380C102 | Page 3 of 6 Pages | |
| 1. | Name of Reporting Person
Alan W. Weber |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☒ | |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| United States |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power: |
| -0- | ||
| 6. | Shared Voting Power: | |
4,708,479 | ||
| 7. | Sole Dispositive Power: | |
| -0- | ||
| 8. | Shared Dispositive Power: | |
4,708,479 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,708,479 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 5.9% | |
| 12. | Type of Reporting Person (See Instructions) |
| IN, HC |
| Schedule 13G | ||
| CUSIP No. 34380C102 | Page 4 of 6 Pages | |
| Item 1(a). | Name of Issuer: |
Fluent, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
300 Vesey Street, 9th Floor, New York, NY 10282
| Item 2(a). | Names of Persons Filing: |
This statement is filed by (collectively, the “Reporting Persons”):
(1) JB Capital Partners, L.P., a Delaware limited partnership; and
(2) Alan W. Weber, a United States citizen.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
5 Evans Place, Armonk, New York 10504
| Item 2(c). | Citizenship: |
See Item 2(a)
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0005 par value per share
| Item 2(e). | CUSIP Number |
34380C102
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable
| Item 4. | Ownership |
(i) JB Capital Partners, L.P.: (1)
(a) Amount beneficially owned: 4,708,479 shares
(b) Percent of class: 5.89%*
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote: 4,708,479 shares
(iii) Sole power to dispose or to direct the disposition of: 0 shares
(iv) Shared power to dispose or to direct the disposition of: 4,708,479 shares
| Schedule 13G | ||
| CUSIP No. 34380C102 | Page 5 of 6 Pages | |
(ii) Alan W. Weber: (1)
(a) Amount beneficially owned: 4,708,479 shares
(b) Percent of class: 5.89%*
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote 4,708,479 shares
(iii) Sole power to dispose or to direct the disposition of: 0 shares
(iv) Shared power to dispose or to direct the disposition of: 4,708,479 shares
| * | Based on an aggregate of 79,951,143 shares of Common Stock, $0.0005 par value per share, outstanding as of November 3, 2022 as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2022. |
| (1) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein by the other Reporting Persons and any other person named herein except to the extent of any pecuniary interest therein. Each of the Reporting Persons disclaims membership in a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or Rule 13d-5(b)(1) under the Exchange Act with any other Reporting Person or other person. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
See Item 2 and Note (1) in Item 4.
| Item 8. | Identification and Classification of Members of the Group. |
See Item 2 and Note (1) in Item 4.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications: |
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| Schedule 13G | ||
| CUSIP No. 34380C102 | Page 6 of 6 Pages | |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
| JB CAPITAL PARTNERS, L.P. |
| By: | /s/ Alan W. Weber | |
| Name: Alan W. Weber | ||
| Title: General Partner |
| /s/ Alan W. Weber | |
| Alan W. Weber |
