Phunware, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Phunware signed a big deal on Oct 24th, details TBD.

AI Summary

On October 24, 2024, Phunware, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company, incorporated in Delaware, operates in computer processing and data preparation services and is headquartered in Austin, Texas.

Why It Matters

This filing indicates a significant new agreement for Phunware, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Numbers

• 001-37862 — Commission File Number (SEC File Number for Phunware, Inc.)
• 2024-10-24 — Report Date (Earliest event date reported in the 8-K)

Key Players & Entities

• Phunware, Inc. (company) — Registrant
• October 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Austin, Texas (location) — Principal Executive Offices
• 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
• $2.8 million — ent Agreements provide for a payment of $2.8 million from the Company's insurance carriers t
• $0.2 million — riers to the Plaintiffs, the payment of $0.2 million of insurance proceeds to Phunware and t

Filing Documents

• phun-20241024.htm (8-K) — 44KB
• phun-ex10_1.htm (EX-10.1) — 145KB
• phun-ex10_2.htm (EX-10.2) — 99KB
• 0000950170-24-121587.txt ( ) — 424KB
• phun-20241024.xsd (EX-101.SCH) — 23KB
• phun-20241024_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on February 18, 2022, certain stockholders filed a lawsuit against Phunware, Inc. (the "Company" or "Phunware") and certain of our prior and then existing individual officers and directors. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al. , was filed in the Court of Chancery of the State of Delaware (Cause No. 2022-0168-LWW). Plaintiffs allege that they invested in Phunware through various early rounds of financing while the Company was private and that following completion of the business combination transactions resulting in Phunware becoming a public company, Plaintiffs received new shares of Phunware common stock and Phunware warrants that were, but should not have been, subjected to a 180-day "lock up" period. Plaintiffs also allege that Phunware's stock price dropped significantly during the lock up period and seek damages, costs and professional fees. On or about October 24, 2024, Plaintiffs, Phunware and individual director and officer defendants entered into a Confidential Settlement Agreement, and on about October 28, 2024, Plaintiffs, Phunware, the individual director and officer defendants and Phunware's insurers entered into a Settlement Agreement and Mutual Release (collectively, the "Settlement Agreements"). The Settlement Agreements collectively provide for, among other things, the settlement and release of the Plaintiffs' claims against the individual director and officer defendants, certain agreements between the Plaintiffs and Phunware, including the Plaintiffs' agreement to stay collection of any judgment obtained by the Plaintiffs against Phunware until the settlement or conclusion of the Company's arbitration proceeding with respect to it's legal proceedings with Wilson Sonsini Goodrich and Rosati, PC ("WSGR"). Further, the Settlement Agreements provide for a payment of $2.8 million from the Company's insurance carriers to the Plai

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 10.1 Confidential Settlement Agreement by and between Wild Basin Investments LLC, et al. v. Phunware, Inc. et al. 10.2 Settlement Agreement and Mutual Release by and among all underwriters at Lloyd's, London, Phunware, Inc., and certain individual defendants 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 5, 2024 By: /s/ Stephen Chen Stephen Chen Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR