Phunware Files 8-K on Material Agreement; Details Undisclosed

TL;DR

**Phunware filed an 8-K about a material agreement, but the actual details are missing, leaving investors in the dark.**

AI Summary

Phunware, Inc. filed an 8-K on January 18, 2024, reporting an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure" on January 16, 2024. While the filing indicates a significant agreement, it does not disclose the specific details or parties involved in this agreement. This matters to investors because without the specifics of the material definitive agreement, it's impossible to assess the potential positive or negative impact on Phunware's future financial performance or strategic direction.

Why It Matters

Investors need to know the specifics of the 'Material Definitive Agreement' to understand its financial implications and impact on Phunware's business outlook. The lack of detail creates uncertainty.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but provides no details, creating uncertainty and making it difficult for investors to assess potential risks or opportunities.

Analyst Insight

A smart investor would await further disclosures from Phunware, Inc. regarding the specifics of the 'Material Definitive Agreement' before making any investment decisions, as the current filing lacks critical information to assess its impact.

Key Numbers

• $0.0001 — Par Value per Share (The par value of Phunware's Common Stock, as listed in the filing.)

Key Players & Entities

• Phunware, Inc. (company) — the registrant filing the 8-K
• The NASDAQ Capital Market (company) — exchange where Phunware's common stock is registered
• January 16, 2024 (date) — date of the earliest event reported (entry into material definitive agreement)
• January 18, 2024 (date) — date the 8-K was filed
• $0.0001 (dollar_amount) — par value per share of common stock

Forward-Looking Statements

• Phunware will release further details about the 'Material Definitive Agreement'. (Phunware, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share PHUN The NASDAQ Capital Marke
• $0.001 — nded Warrants have an exercise price of $0.001 and are immediately exercisable any tim
• $0.08 — hares were sold at an offering price of $0.08 per Share and the Pre-Funded Warrants w
• $0.079 — rants were sold at an offering price of $0.079 per Pre-Funded Warrant. Pursuant to t
• $60,000 — eeds received in the Offering and up to $60,000 for legal fees and expenses incurred in
• $7 m — ny from the Offering were approximately $7 million, before deducting placement agent

Filing Documents

• phun-20240116.htm (8-K) — 42KB
• ex41-formofprexfundedwarra.htm (EX-4.1) — 122KB
• ex51-legalopinionforjanuar.htm (EX-5.1) — 16KB
• ex101-securitiespurchaseag.htm (EX-10.1) — 275KB
• ex102-placementagentagreem.htm (EX-10.2) — 63KB
• ex991-phunpricingprjan2024.htm (EX-99.1) — 12KB
• 0001628280-24-001702.txt ( ) — 791KB
• phun-20240116.xsd (EX-101.SCH) — 2KB
• phun-20240116_def.xml (EX-101.DEF) — 15KB
• phun-20240116_lab.xml (EX-101.LAB) — 28KB
• phun-20240116_pre.xml (EX-101.PRE) — 15KB
• phun-20240116_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On January 16, 2024, Phunware, Inc. (the "Company"), entered into a definitive securities purchase agreement (the "Purchase Agreement") with certain institutional investors for the purchase and sale of an aggregate of 40,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") and pre-funded warrants to purchase up to 47,500,000 shares of Common Stock (the "Pre-Funded Warrants"), in a registered direct offering (the "Offering"). The Pre-Funded Warrants have an exercise price of $0.001 and are immediately exercisable any time after their original issuance until such Pre-Funded Warrants are exercised in full. The Shares were sold at an offering price of $0.08 per Share and the Pre-Funded Warrants were sold at an offering price of $0.079 per Pre-Funded Warrant. Pursuant to the Purchase Agreement, the Company agreed for a period of 30 days following the closing of the Offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of shares of Common Stock or any Common Stock Equivalent (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. The Company has also agreed for a period of 30 days following the closing date of the Offering not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. Additionally, certain of the Company's directors and officers agreed to be subject to a lock-up period of 30 days following the closing of the Offering. Subject to certain exceptions, the lock-up restricts the Company's officers and directors from offering, selling, contracting to sell, hypothecating, pledging or otherwise disposing of (or entering into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), directly or indirectly, any shares of

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 16, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto and furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Winstead PC 10.1 Form of Securities Purchase Agreement dated as of January 16, 2024 10.2 Placement Agency Agreement dated January 16, 2024, by and between Phunware, Inc. and Roth Capital Partners, LLC 23.1 Consent of Winstead PC (included in Exhibit 5.1) 99.1 Press Release dated January 16, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 2

SIGNATURES

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. Dated: January 18, 2024 Phunware, Inc. By: /s/ Troy Reisner Troy Reisner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR