Post by icemandios on Apr 17, 2018 3:48:15 GMT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 13, 2018, Cogint, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to Fluent, Inc. (the “Certificate of Amendment”), which Certificate of Amendment became effective at 1:00 a.m. Eastern Time on April 16, 2018. The name change was approved by the Company’s Board of Directors pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). Under the DGCL, stockholder approval was not required.
In conjunction with the name change, the Board of Directors also approved an administrative amendment to the Company’s Bylaws to reflect the Company’s new name (the “Amended and Restated Bylaws”), which Amended and Restated Bylaws became effective on April 16, 2018.
A copy of the Certificate of Amendment effecting the name change and a copy of the Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
Also in conjunction with the name change, a new form of common stock certificate was adopted, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Item 8.01 Other Events.
On April 11, 2018, the Company issued a press release announcing its corporate name change to Fluent, Inc., new ticker symbol on Nasdaq of “FLNT” and new CUSIP number 34380C 102. The press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1 Certificate of Amendment to the Certificate of Incorporation.
3.2 Amended and Restated Bylaws of Cogint, Inc.
4.1 Form of Common Stock Certificate of Cogint, Inc.
99.1 Press Release, dated April 11, 2018.
2
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.
April 16, 2018 Fluent, Inc.
By:
/s/ Ryan Schulke
Name: Ryan Schulke
Title: Chief Executive Officer
--------
For the link to the links contained therein
On April 13, 2018, Cogint, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to Fluent, Inc. (the “Certificate of Amendment”), which Certificate of Amendment became effective at 1:00 a.m. Eastern Time on April 16, 2018. The name change was approved by the Company’s Board of Directors pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). Under the DGCL, stockholder approval was not required.
In conjunction with the name change, the Board of Directors also approved an administrative amendment to the Company’s Bylaws to reflect the Company’s new name (the “Amended and Restated Bylaws”), which Amended and Restated Bylaws became effective on April 16, 2018.
A copy of the Certificate of Amendment effecting the name change and a copy of the Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
Also in conjunction with the name change, a new form of common stock certificate was adopted, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Item 8.01 Other Events.
On April 11, 2018, the Company issued a press release announcing its corporate name change to Fluent, Inc., new ticker symbol on Nasdaq of “FLNT” and new CUSIP number 34380C 102. The press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1 Certificate of Amendment to the Certificate of Incorporation.
3.2 Amended and Restated Bylaws of Cogint, Inc.
4.1 Form of Common Stock Certificate of Cogint, Inc.
99.1 Press Release, dated April 11, 2018.
2
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.
April 16, 2018 Fluent, Inc.
By:
/s/ Ryan Schulke
Name: Ryan Schulke
Title: Chief Executive Officer
--------
For the link to the links contained therein
