Fluent enters definitive deal to sell Cansortium Texas

• Event: Fluent Corp. entered a definitive agreement to sell its Texas business operations (Cansortium Texas LLC) to Legacy Therapeutics LLC.
• Consideration: Total purchase price of $30 million ($25 million at closing, $2.5 million on first anniversary, $2.5 million on second anniversary).
• Assets Included: Cultivation, manufacturing, delivery in Schulenburg, TX, and retail operations in Houston.
• Use of Proceeds: Primarily to repay a portion of existing senior secured debt; remainder for working capital.
• Context: This announcement follows the April 30, 2026 announcement that Vireo Growth Inc. will acquire Fluent Corp. in an all-stock transaction.

• Positive Cash Flow Impact: The immediate $25 million cash inflow is material given the company reported only ~$8.9 million in cash as of December 31, 2025, and a "going concern" doubt in its audited statements. This significantly improves short-term liquidity.
• Strategic Contradiction: The sale contradicts the December 31, 2025 announcement which stated management would sharpen focus on core growth markets including Texas ("Florida, New York, Texas"). Selling Texas suggests a pivot driven by liquidity needs or specific terms of the Vireo acquisition rather than organic strategic preference.
• Debt Reduction: With $72.2 million in total debt outstanding (Dec 31), this sale reduces leverage materially but does not eliminate it entirely. The deferred payments ($5 million) provide less immediate relief than the upfront cash.
• Alignment with M&A: This divestiture aligns with the April 30 Vireo deal narrative which mentioned "streamlining operations through asset divestitures." It appears to be a cleanup step prior to the merger closing in Q4 2026.

• Overview: Fluent Corp. is a multi-state operator (MSO) focused on medical cannabis markets, primarily Florida, New York, Texas, and Pennsylvania (recently divested).
• Flagship Project: The Rosa indoor cultivation facility in Florida (Tampa campus), which completed first harvests in November 2025, adding ~25% capacity.
• Brand Portfolio: KNACK (premium flower/pre-rolls), Connected, Alien Labs (New York distribution).
• Operational Status: Undergoing significant restructuring and divestitures to support a merger with Vireo Growth Inc.