Phunware, Inc. Files 8-K: Material Agreement & Financials

TL;DR

Phunware (PHUN) filed an 8-K on Nov 1st - looks like a big deal is signed, more details to come.

AI Summary

Phunware, Inc. filed an 8-K on November 1, 2024, reporting an entry into a material definitive agreement and financial statements. The filing does not detail the specific agreement or financial figures, but it indicates a significant corporate event has occurred.

Why It Matters

This 8-K filing signals a material definitive agreement has been entered into by Phunware, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but lacks specific details to fully assess the risk.

Key Players & Entities

• Phunware, Inc. (company) — Registrant
• November 01, 2024 (date) — Date of earliest event reported
• Stellar Acquisition III Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PHUN The Nasdaq Stock Mar
• $171,520,779 — , for aggregate gross proceeds of up to $171,520,779 (the "Shares"), inclusive of all Shares

Filing Documents

• phun-20241101.htm (8-K) — 48KB
• phun-ex1_1.htm (EX-1.1) — 295KB
• phun-ex5_1.htm (EX-5.1) — 25KB
• img247306443_0.jpg (GRAPHIC) — 8KB
• 0000950170-24-120166.txt ( ) — 543KB
• phun-20241101.xsd (EX-101.SCH) — 23KB
• phun-20241101_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 1, 2024, Phunware, Inc. (the "Company") entered into an Amended and Restated Equity Distribution Agreement (the "A&R Distribution Agreement") with Canaccord Genuity LLC ("Canaccord"), as representative of the several agents named on Schedule 1 thereto (collectively, and together with Canaccord, the "Agents"), which amends and restates that certain Equity Distribution Agreement by and between the Company and Canaccord dated June 4, 2024 (the "Original Distribution Agreement"). Pursuant to the A&R Distribution Agreement, the Company may offer and sell, from time to time, shares of the Company's common stock, par value $0.0001 per share, through the Agents, as sales agents for the shares, for aggregate gross proceeds of up to $171,520,779 (the "Shares"), inclusive of all Shares sold under the Original Distribution Agreement (the "Offering"). Sales of Shares in the Offering under the A&R Distribution Agreement will be made under the Company's shelf registration statement on Form S-3 (File No. 333-262461), a related prospectus, and a prospectus supplement, as amended by an Amendment No. 1 to the Prospectus Supplement (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission"). Upon delivery of a placement notice, and subject to the terms and conditions of the A&R Distribution Agreement, the Agents may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the A&R Distribution Agreement, but it has no obligation to sell any of the Shares in the Offering. The Company or the Agents may suspend or terminate the Offering upon notice to the other party and subject to other conditions. The Agents will act as sales agent on a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 1.1 Amended and Restated Equity Distribution Agreement dated November 1, 2024, by and between Phunware, Inc. and Canaccord Genuity LLC, as representative of the several agents. 5.1 Opinion of Winstead PC 23.1 Consent of Winstead PC (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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: November 1, 2024 By: /s/ Troy Reisner Troy Reisner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR