Phunware Faces Nasdaq Delisting Over Low Stock Price

TL;DR

Phunware's stock is at risk of being delisted from Nasdaq due to failing the $1 bid price rule.

AI Summary

Phunware, Inc. announced on October 22, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet the minimum bid price requirement for continued listing. The company has 180 days to regain compliance by achieving a closing bid price of $1.00 or more for at least 10 consecutive business days. Failure to do so could result in the delisting of its common stock from the Nasdaq Capital Market.

Why It Matters

This filing signals a significant risk to Phunware's stock market liquidity and investor confidence, potentially impacting its ability to raise capital and its overall valuation.

Risk Assessment

Risk Level: high — The company is at high risk of delisting from the Nasdaq Capital Market if it cannot meet the minimum bid price requirement within the specified timeframe.

Key Numbers

• $1.00 — Minimum Bid Price (Requirement to avoid delisting from Nasdaq)
• 180 days — Compliance Period (Time Phunware has to meet the minimum bid price)

Key Players & Entities

• Phunware, Inc. (company) — Registrant
• Nasdaq Stock Market (company) — Exchange where stock is listed
• October 22, 2024 (date) — Date of notice
• $1.00 (dollar_amount) — Minimum bid price requirement
• 180 days (duration) — Timeframe to regain compliance

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PHUN The Nasdaq Stock Mar
• $262,500 — Snavely will receive an amount equal to $262,500 which represents nine (9) months of ear
• $325,000 — t provides for an annual base salary of $325,000 and a target annual bonus to be between

Filing Documents

• phun-20241022.htm (8-K) — 56KB
• phun-ex10_1.htm (EX-10.1) — 117KB
• phun-ex10_2.htm (EX-10.2) — 172KB
• phun-ex99_1.htm (EX-99.1) — 16KB
• 0000950170-24-116876.txt ( ) — 525KB
• phun-20241022.xsd (EX-101.SCH) — 23KB
• phun-20241022_htm.xml (XML) — 4KB

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 23, 2024, Phunware, Inc. (the "Company") notified The Nasdaq Stock Market LLC ("Nasdaq") that, as a result of the resignation of Stephen Chen from the Company's audit committee in connection with his employment as interim Chief Executive Officer as described below, the Company is not in compliance with Nasdaq's audit committee composition requirements as set forth in Nasdaq Listing Rule 5605. Pursuant to Nasdaq Listing Rule 5605(c)(2)(A), a listed company must have an audit committee of at least three members, each of whom must be an Independent Director as defined under Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (subject to the exemptions provided in Rule 10A-3(c) under the Exchange Act). With Mr. Chen's resignation, the Company's Audit Committee is currently comprised of only two members, Elliot Han and Rahul Mewawalla, each of whom meets the independent requirements set forth in Nasdaq Rule 5605 (a)(2) and Rule 10-A3(b)(1) of the Exchange Act. The Company is in the process of reviewing and evaluating potential options to regain compliance with Nasdaq audit committee requirements as set forth in Nasdaq Listing Rule 5605 within the cure period provided by Nasdaq. However, there can be no assurance the Company will regain compliance with Nasdaq Listing Rule 5605 or maintain compliance with other Nasdaq Listing Rules. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Michael Snavely Resignation and Separation Agreement On October 22, 2024, Michael Snavely tendered his resignation as Chief Executive Officer and a member of the Board of Directors of the Company. Mr. Snavely's resignation from the Board

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release issued by the Company on October 24, 2024 announcing Mr. Snavely's resignation and the appointment of Mr. Chen as Interim Chief Executive Officer is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 furnished 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 10.1 Confidential Separation and General Release Agreement by and between Phunware, Inc. and Michael Snavely dated October 22, 2024 10.2 Confidential Employment Agreement by and between Phunware, Inc. and Stephen Chen dated October 22, 2024 99.1* Press Release dated October 24, 2024 titled "Phunware CEO Transition" 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Furnished herewith

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. Phunware, Inc. Date: October 24, 2024 By: /s/ Troy Reisner Troy Reisner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR