Fluent Corp.CSE: FNT.U

FLUENT Reports Third Quarter 2025 Results

Focused on Margin Expansion, Operational Efficiency, and Strategic Market Positioning Ahead of Buffalo, New York and Rosa, Florida Premium Indoor Facility Activations in Q4 2025

TAMPA, Fla., Nov. 28, 2025 (GLOBE NEWSWIRE) -- FLUENT Corp. (CSE: FNT.U) (OTCQB: CNTMF) ("FLUENT" or the "Company"), a vertically-integrated, multi-state cannabis company, today announced its financial and operating results for the third quarter ended September 30, 2025. Unless otherwise indicated, all financial results are presented in U.S. dollars.

Management Commentary

“During the third quarter, we continued to execute on our strategic priorities with a clear focus on reversing the declining margin profile and enhancing operational efficiency across our footprint ahead of our new indoor capacity hitting retail shelves in the fourth quarter,” said Dave Vautrin, Interim CEO of FLUENT. “While consolidated revenue was relatively consistent year-over-year, we recognized pressure on gross margins driven by correcting extraction inefficiencies and a shifting product mix in Florida. We have already taken decisive actions to address these challenges, including optimizing our retail portfolio, improving distillate yields, accelerating product innovation, and bringing key indoor production facilities fully online.”

Vautrin continued, “We have also made disciplined investments during the current quarter in markets where we expect meaningful margin contribution. In Florida, we operationalized our large-scale Rosa indoor cultivation facility in November, nearly doubling our premium flower capacity. The Rosa facility is ramping up as planned and is now delivering true premium-quality flower and measurable improvements in yield, which we expect will support our objectives of achieving stronger margins through larger capture of the Florida premium market opportunity heading into 2026. In New York, we have operationalized our large-scale Buffalo premium indoor cultivation facility in Q4 2025 and are now preparing for the launch of premium SKUs from Connected and Alien Labs, which we believe will energize our efforts to improve our wholesale revenue and margin contribution. Across all markets, our near-term focus remains on optimizing operational excellence, capital efficiency, and driving sustainable margin expansion as we position FLUENT for long-term value creation.”

Q3 2025 Financial Highlights (vs. Q3 2024)

  • Revenue: $26.0 million compared to $26.1 million in Q3 2024.

  • Florida revenue: $21.6 million compared to $22.0 million in Q3 2024, reflecting pricing pressures.

  • Gross profit before fair value adjustments1: $8.0 million (31% of revenue) compared to $14.3 million (54.6% of revenue) in Q3 2024.

  • Adjusted EBITDA2: $2.8 million compared to $7.5 million in Q3 2024, primarily due to lower revenue and reduced margins.

  • Cash flow from operations: Cash used in operations of $.8 million, compared to cash provided by operations of $9.5 million in Q3 2024.

  • Balance sheet: On September 30, 2025, the Company had cash and cash equivalents of approximately $15.1 million and total debt outstanding of $72.2 million, compared to $8.9 million of cash and cash equivalents and $71.4 million in total debt outstanding on September 30, 2024. Common shares outstanding on an as-converted basis were approximately 714 million in Q3 2025 compared to 342 million common shares outstanding on an as-converted basis in Q3 2024.

Recent Operational Highlights

Company Footprint:

  • FLUENT currently operates at a total of 37 retail locations and 8 production facilities across its key markets of Florida, New York, Pennsylvania, and Texas.

Florida:

  • Closed five of the lowest-performing dispensaries and opened a new location in Brandon, bringing total number of active stores to 31.

  • Anticipated new dispensaries in Orlando Sand Lake (expected to open in Q4 2025) and Palm Bay (expected to open in Q1 2026) to grow statewide reach to 33 locations.

  • Relaunched physician and community outreach programs to strengthen patient engagement.

  • Completed first harvests at Rosa indoor production facility. Focused on continued scaling up of canopy, improving consistency, yield, and throughput.

  • The Company anticipates improved distillate yields will contribute to margin recovery in Q4 2025.

  • Launched Bag-O 7g ground flower, now available statewide.

New York:

  • Buffalo production facility nearing full operational status; initial retail and wholesale launch of Connected and Alien Labs SKUs expected this December, with 9 Alien Labs and 11 Connected strains in the first wave.

  • ENTOURAGE, the Company’s wholesale division, continues to expand distribution and revenue statewide.

  • Rebranding completed for all three co-located dispensaries in Manhattan, White Plains, and Kingston.

  • Closed Syracuse medical-only dispensary, planning a new medical-only location in 2026.

Texas:

  • Houston Education and Pick-Up Center expected to open in December 2025.

  • Production underway for new Rick Simpson Oil (RSO) and distillate syringe products, with additional SKUs in active R&D.

Pennsylvania:

  • The Company currently operates three dispensaries in south-central Pennsylvania (Hanover, Mechanicsburg and Annville).

  • The Company continues to evaluate regulatory developments to assess future growth opportunities.

_______________________
1 Gross profit before fair value adjustments is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates gross profit before fair value adjustments from gross profit plus (minus) the changes in fair value of biological assets, as presented in the consolidated statement of operations.
2 Adjusted EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates Adjusted EBITDA as EBITDA (being calculated as the net income (loss), plus (minus) interest expense (income) and finance transactions costs, plus taxes, plus depreciation and amortization) plus (minus) the changes in fair value of biological assets, plus (minus) the changes in fair market value of derivatives, plus (minus) certain one-time non-operating expenses, as determined by management.

Regulatory Progress
The United States federal government recently announced plans to close what proponents call the hemp-derived THC loophole created under the 2018 Farm Bill that allowed hemp-derived products containing tetrahydrocannabinol, or THC, to be sold. Management views this as a potentially meaningful tailwind for regulated operators that is expected to curb the widespread availability of intoxicating hemp products that currently operate outside the licensed cannabis framework.

The impact is expected to be particularly significant in Florida and Texas:

  • Florida: Unregulated hemp-derived THC has impacted pricing and category mix in the Florida market. A federal crackdown is expected to reduce illicit competition and support margin recovery in the regulated medical market. Currently, the Florida Department of Agriculture and Consumer Services estimates that there are more than 9,500 hemp retailers in the state3, while Florida’s office of Medical Marijuana Use reports 734 licensed dispensaries4, meaning for every one legal licensed dispensary there are approximately 12 resellers of hemp derived cannabis in Florida.

  • Texas: With more than 8,000 hemp resale licenses in Texas5, the state has become a major market for hemp-derived THC products. Management of the Company believes that the recent regulatory changes in Texas and the recently announced U.S. federal action are expected to materially rebalance the competitive landscape in Texas and enhance long-term economics for compliant medical operators in the state.

FLUENT anticipates these regulatory developments may pave a path forward for a more stable, regulated market environment, which will in turn support the Company’s focus on improving margins across its portfolio.

Conference Call
The Company will not host an earnings call for the quarter.

_______________________
3 Source: https://www.miamiherald.com/news/politics-government/state-politics/article294313734.html
4Source: https://knowthefactsmmj.com/about/weekly-updates/
5Source: https://www.bakerinstitute.org/research/texas-lawmakers-have-chance-get-hemp-regulation-right

About FLUENT Corp.
FLUENT, a national cannabis consumer packaged goods company and retailer, is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by FLUENT's unrelenting commitment to operational excellence in cultivation, production, distribution, and retail experience. FLUENT produces an assortment of cannabis products under a diverse portfolio of brands including MOODS, Knack, Wandr, Bag-O and Hyer Kind. FLUENT operates in Florida, New York, Pennsylvania, and Texas.

Headquartered in Tampa, Florida, FLUENT employs 700 employees across 8 cultivation and manufacturing facilities, 37 active retail locations and a wholesale division which trades under ENTOURAGE servicing third party retailers in New York. For more information on the Company’s wholesale division ENTOURAGE, please visit https://entouragewholesale.com/.

FLUENT’s common shares trade on the Canadian Securities Exchange under the symbol “FNT.U” and on the OTCQB Venture Market under the symbol “CNTMF”. For more information about the Company, please visit www.getFLUENT.com and investors.getFLUENT.com/.

Forward-Looking Information
Certain information in this news release may constitute forward-looking information within the meaning of applicable securities laws and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved" or similar expressions and includes, but is not limited to, statements with respect to the Company’s focus on reversing declining margins and enhancing operational efficiency across the Company’s footprint; expectations regarding the Company’s new indoor capacity; expectations regarding stronger margins, wholesale revenue and margin contribution; the timing, occurrence and expectations regarding future product offerings, dispensaries, medical-only locations and pick-up centers; the Company’s ongoing evaluation of regulatory developments and the timing, occurrence expectations of such developments; the anticipated impacts of recent regulatory changes in Florida and Texas; and the Company’s expectations regarding operational excellence, capital efficiency, driving sustainable margin expansion and long-term value creation. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the Company's expectations, estimates, and projections regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.

Forward-looking information is necessarily based on many opinions, assumptions, and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the Company’s ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of the Company and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; changes in general economic, business and political conditions, including changes in the financial markets; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation, including the Company’s interpretation of such regulation; public opinion and perception of the cannabis industry; and the risk factors described in the public filings of the Company filed with Canadian securities regulators and available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Company, through several of its subsidiaries, is directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the United States Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward nonenforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under United States federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect operations and financial performance.

The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information visit: https://getfluent.com/ and https://investors.getFLUENT.com/

Investor Relations Contact:
investors@getFLUENT.com

Media Contact:
press@getFLUENT.com

Officer Contact:
Matt Mundy, Chief Legal Officer
(850) 972-8077

FLUENT CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of September 30, 2025 and December 31, 2024

(USD '000)

September 30,

December 31,

2025

2024

Assets

Current assets

Cash and cash equivalents (includes $4,500 of restricted cash)

$

15,112

$

40,106

Accounts receivable

862

422

Biological assets

3,112

3,162

Inventory, net

15,795

15,155

Prepaid expenses and other current assets

2,826

2,587

Total current assets

$

37,707

$

61,432

Property and equipment, net

54,549

52,200

Right-of-use assets, net

68,585

46,731

Intangible assets, net

37,259

37,590

Goodwill

1,525

1,525

Deferred tax assets

1,899

1,039

Other assets

2,107

6,476

Total assets

$

203,631

$

206,993

Liabilities and shareholders' equity

Current liabilities

Accounts payable

$

5,343

$

6,332

Accrued expenses

9,852

8,423

Income taxes payable

-

1,003

Derivative liabilities

1,616

2,148

Short term provision liability

-

4,957

Current portion of notes payable

1,983

755

Lease obligations - current portion

5,572

4,751

Total current liabilities

$

24,366

$

28,369

Long-term liabilities

Notes payable, net of current portion and financing costs

70,202

68,775

Lease liabilities, net of current portion

70,806

51,727

Deferred tax liability

4,708

4,817

Uncertain tax position

55,994

43,314

Long term provision liability

7,414

9,044

Convertible notes, net

7,258

6,482

Other long-term liabilities

3,447

3,447

Total long-term liabilities

$

219,829

$

187,606

Total liabilities

$

244,195

$

215,975

Shareholders' equity

Share capital

206,629

206,419

Share-based compensation reserve

7,492

7,275

Equity conversion feature

7,097

7,097

Warrants

29,634

29,634

Accumulated deficit

(290,220

)

(258,211

)

Accumulated other comprehensive loss

(1,196

)

(1,196

)

Total shareholders' equity

$

(40,564

)

$

(8,982

)

Total liabilities and shareholders' equity

$

203,631

$

206,993

FLUENT CORP.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

For the three and nine months ended September 30, 2025 and 2024

(USD '000)

For the three months ended

For the nine months ended

September
30,

2025

September
30,

2024

September
30,

2025

September
30,

2024

Revenue, net of discounts

$

26,037

$

26,147

$

79,485

$

78,643

Cost of goods sold

18,008

11,859

48,503

38,315

Gross profit before fair value adjustments

8,029

14,288

30,982

40,328

Fair value adjustments on inventory sold

611

(2,099

)

(1,876

)

(2,259

)

Unrealized gain (loss) on changes in fair value of biological assets

(551

)

(611

)

1,475

8,704

Gross profit

8,089

11,578

30,581

46,773

Expenses

General and administrative

4,319

3,913

13,325

12,483

Sales and marketing

5,685

5,846

18,507

17,298

Depreciation and amortization

2,005

1,737

6,184

5,247

Share-based compensation

(101

)

228

217

419

Total expenses

11,908

11,724

38,233

35,447

Income (loss) from operations

(3,819

)

(146

)

(7,652

)

11,326

Other expense (income)

Finance costs, net

5,535

5,154

15,606

14,700

Change in fair value of derivative liability

144

(898

)

(532

)

(8,292

)

Change in remeasurement of provision liabillity

67

-

(4,723

)

-

Loss on disposal of assets

343

-

519

212

Loss from termination of a contract

6

-

6

5

Other expense (income)

45

-

15

-

Total other (income) expense

6,140

4,256

10,891

6,625

Income (loss) before income taxes

(9,959

)

(4,402

)

(18,543

)

4,701

Income tax expense

3,628

7,379

13,466

19,700

Net comprehensive income (loss)

$

(13,587

)

$

(11,781

)

$

(32,009

)

$

(14,999

)

Net loss per share

Basic and diluted - continuing operations

$

(0.02

)

$

(0.04

)

$

(0.06

)

$

(0.05

)

Weighted average number of shares

Basic number of shares

604,753,362

300,522,916

517,497,692

299,617,665

Diluted number of shares

700,549,856

341,807,051

697,326,649

341,616,139

FLUENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOW

For the nine months ended September 30, 2025 and September 30, 2024

(USD '000)

For the nine months ended September 30,

2025

2024

Cash flows provided by operating activities

Net loss

$

(32,009

)

$

(14,999

)

Adjustments for non-cash items:

Unrealized gain on changes in fair value of biological assets

(1,475

)

(8,704

)

Realized loss on fair value amounts included in inventory sold

1,876

2,259

Share-based compensation expense

217

419

Depreciation and amortization

17,853

11,366

Accretion and interest expense

16,118

14,680

Loss on disposition of fixed assets

490

212

Gain on remeasurement of provision liability

(4,654

)

-

Loss on lease modification

2

-

Loss on termination of contract

6

-

Loss on loan modification

36

-

Change in fair value of derivative

(532

)

(8,292

)

Uncertain tax position

12,680

38,816

Deferred tax expense

(969

)

4,835

Net change in non-cash working capital

Accounts receivable

(440

)

164

Biological assets

(16,977

)

(11,294

)

Inventory

15,986

10,944

Prepaid expenses and other current assets

1,802

960

Right of use assets/liabilities

(10,097

)

(3,520

)

Other assets

4,369

(466

)

Accounts payable

(2,993

)

2,510

Accrued expenses

709

(4,354

)

Other long-term liabilities

-

(435

)

Income taxes

(1,003

)

(18,672

)

Net cash provided by operating activities

$

995

$

16,429

Cash flows used in investing activities

Purchases of property and equipment

(14,119

)

(10,543

)

Purchase of intangible assets

(318

)

(1,332

)

Net cash used in investing activities

$

(14,437

)

$

(11,875

)

Cash flows used in financing activities

Proceeds from issuance of convertible debenture and warrants

210

-

Proceeds from issuance of convertible debenture and warrants

-

3,983

Payments of lease obligations

(3,433

)

(2,126

)

Net proceeds from equipment loan

-

48

Principal and interest repayments of notes payable

(8,329

)

(8,048

)

Net cash used in financing activities

$

(11,552

)

$

(6,143

)

Net decrease in cash

(24,994

)

(1,589

)

Cash, beginning of period

40,106

10,521

Cash, end of period

$

15,112

$

8,932

FLUENT CORP.

EBITDA AND ADJUSTED EBITDA CALCULATION

For the three and nine months ended September 30, 2025 and September 30, 2024

(USD '000)

Three months ended

September 30,
2025

September 30,
2024

Variance

Net loss

$

(13,587

)

$

(11,781

)

$

(1,806

)

Interest expense

5,535

5,154

381

Income taxes

3,628

7,379

(3,751

)

Depreciation and amortization

6,105

3,801

2,304

EBITDA

$

1,681

$

4,553

$

(2,872

)

Three months ended

September 30,
2025

September 30,
2024

Variance

EBITDA

$

1,681

$

4,553

$

(2,872

)

Change in fair value of biological assets

(60

)

2,710

(2,770

)

Change in fair market value of derivative

144

(898

)

1,042

Change in provision liability

67

-

67

Professional fees

132

529

(397

)

One-time employee costs

124

162

(38

)

Share-based compensation

(101

)

228

(329

)

Loss on disposal of assets

343

-

343

Other non-recurring expense

507

243

264

Adjusted EBITDA

$

2,837

$

7,527

$

(4,690

)

Nine months ended

September 30,
2025

September 30,
2024

Variance

Net loss

$

(32,009

)

$

(14,999

)

$

(17,010

)

Interest expense

15,606

14,700

906

Income taxes

13,466

19,700

(6,234

)

Depreciation and amortization

16,177

11,274

4,903

EBITDA

$

13,240

$

30,675

$

(17,435

)

Nine months ended

September 30,
2025

September 30,
2024

Variance

EBITDA

$

13,240

$

30,675

$

(17,435

)

Change in fair value of biological assets

401

(6,445

)

6,846

Change in fair market value of derivative

(532

)

(8,292

)

7,760

Change in provision liability

(4,723

)

-

(4,723

)

Professional fees

216

4,170

(3,954

)

One-time employee costs

302

776

(474

)

Share-based compensation

217

419

(202

)

Loss on disposal of assets

519

212

307

Other non-recurring expense/(income)

477

486

(9

)

Adjusted EBITDA

$

10,117

$

22,001

$

(11,884

)