Phunware Faces Delisting Concerns, Files 8-K

TL;DR

PHUN might get delisted, filing shows financial trouble.

AI Summary

Phunware, Inc. filed an 8-K on March 12, 2024, to report on its financial condition and operations. The filing also addresses a notice of potential delisting or failure to meet continued listing requirements, indicating the company may be at risk of being removed from its stock exchange.

Why It Matters

This filing signals potential financial distress for Phunware, Inc., which could impact its stock's liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is reporting a notice of delisting or failure to meet continued listing rules, which is a significant risk to its stock.

Key Players & Entities

• Phunware, Inc. (company) — Registrant
• Stellar Acquisition III Inc. (company) — Former company name
• March 12, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share PHUN The NASDAQ Capital Marke
• $1.00 — Nasdaq Capital Market had closed below $1.00 per share for the previous 30 consecuti
• $0.10 — common stock had a closing bid price of $0.10 or less for ten consecutive trading day

Filing Documents

• phun-20240312.htm (8-K) — 40KB
• ex991-phunwarereports2023f.htm (EX-99.1) — 201KB
• 0001628280-24-010581.txt ( ) — 415KB
• phun-20240312.xsd (EX-101.SCH) — 2KB
• phun-20240312_def.xml (EX-101.DEF) — 15KB
• phun-20240312_lab.xml (EX-101.LAB) — 26KB
• phun-20240312_pre.xml (EX-101.PRE) — 16KB
• phun-20240312_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On March 12, 2024, Phunware, Inc. (the "Company," "we," "us," or "our") issued a press release announcing its financial results for the year ended December 31, 2023. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company is making reference to non-GAAP financial information in the press release. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

01 Notice of Delisting or Failure to Satisfy a Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Listing Rule or Standard; Transfer of Listing. As previously reported, on April 13, 2023, the Company received a notice from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement") because the bid price of our common stock on the Nasdaq Capital Market had closed below $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a period of 180 calendar days, or until October 10, 2023, to regain compliance with the Bid Price Requirement. On October 10, 2023, we submitted a request to Nasdaq for an additional 180-day extension to regain compliance with the Bid Price Requirement, and on October 12, 2023, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to April 8, 2024, to regain compliance with the Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A). On December 21, 2023, the Company received a letter from Nasdaq notifying the Company that, as of December 20, 2023, the Company's common stock had a closing bid price of $0.10 or less for ten consecutive trading days and that, consistent with Nasdaq Listing Rule 5810(c)(3)(A)(iii), the Nasdaq had determined to delist the Company's common stock from the Nasdaq Capital Market. The notice provided that the Company an opportunity to appeal the Nasdaq's decision to delist the Company's common stock. On December 22, 2023, we submitted a request for a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal the Nasdaq's delisting determination. On March 12, 2024, we received a letter from Nasdaq notifying us that we demonstrated compliance with the requirements to remain listed on the Nasdaq Capital Market, as required by the Panel. The letter also informed the Company that pursuant to Listing Rule 5815(d)(4)(B),

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 99.1* Press Release dated March 12, 2024 entitled "Phunware Reports Full Year 2023 Financial Results" 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Furnished herewith 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: March 12, 2024 Phunware, Inc. By: /s/ Troy Reisner Troy Reisner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR