PHUN Phunware Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 07, 2024

 

 

Phunware Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-37862	30-1205798
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1002 West Avenue
Austin, Texas				78701
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 512 693-4199

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PHUN		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K (this “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission (SEC), including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

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Item 2.02 Results of Operations and Financial Condition.

On November 7, 2024, Phunware, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2024. 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 the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Section 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.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Listing Rule or Standard; Transfer of Listing.

 

On November 7, 2024, the Company received a letter (the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, as previously disclosed, as a result of the resignation of Stephen Chen, from the Company's audit committee, the Company is not in compliance with Nasdaq’s audit committee composition requirements as set forth in Nasdaq Listing Rule.

 

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 from the Company's audit committee, the Company’s audit committee is currently comprised of only two members, Elliot Han and Rahul Mewawalla, each of whom meet the independence requirements set forth in Nasdaq Rule 5605(a)(2) and Rule 10-A3(b)(1) of the Exchange Act.

 

The Letter further provides that, pursuant to Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605, which cure period will expire the earlier of the Company's next annual stockholders' meeting or October 22, 2025; or if the next annual stockholders' meeting is held before April 21, 2025, then the cure period will expire on April 21, 2025.

 

If the Company does not regain compliance within the cure period, Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a hearings panel. 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1*		Press Release dated November 7, 2024 entitled "Phunware Reports Third Quarter 2024 Financial Results"
104		Cover Page Interactive Data File (formatted in Inline XBRL)

* Furnished herewith

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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 7, 2024	By:	/s/ Troy Reisner
			Troy Reisner Chief Financial Officer

 

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Phunware Reports Third Quarter 2024 Financial Results

 

 

AUSTIN, Texas, November 7, 2024 (GLOBE NEWSWIRE) -- Phunware, Inc. (“Phunware” or the “Company”) (NASDAQ: PHUN), a leader in enterprise cloud solutions for mobile applications, announces its financial results for the quarter ended September 30, 2024.

 

 

Financial Highlights

 

 

1 Based on 11.1 million weighted average shares outstanding as of September 30, 2024 and 2.4 million weighted shares outstanding as of September 30, 2023. Basic and diluted shares outstanding are the same and all figures reflect the effectuation of a 50:1 reverse stock split in February 2024

 

 

Recent Business Highlights

 

 

Phunware Interim CEO Stephen Chen commented, “As we look ahead, Phunware’s future direction is centered on innovation that empowers both enterprises and public sector entities to navigate the complexities of the digital age with confidence and security. We are committed to helping companies and federal agencies unlock the potential of AI in ways that support their operational goals while safeguarding their proprietary data. Our secure, localized AI frameworks will give our partners the tools to apply generative AI without compromising control over sensitive information. This approach reflects our dedication to being a trusted ally across corporate and federal landscapes, enabling sectors from healthcare and finance to national security to leverage advanced capabilities that meet the highest standards of security and compliance.

 

“Our expanded focus includes developing and delivering AI-driven platforms that make real-time, on-demand coordination and engagement accessible to organizations of all sizes, allowing them to scale their efforts and achieve targeted outcomes efficiently. Phunware’s commitment aligns with our broader vision of supporting secure and transformative digital solutions that meet the unique needs of government and corporate clients alike. In the coming years, Phunware will continue to lead with data integrity, operational excellence, and customer-centricity, empowering our partners to achieve sustainable success in an era where digital trust is paramount. Lastly, our CFO, Troy Reisner, has made the decision step down from his position and depart Phunware by November 30, 2024. I would like to thank Troy for his service to Phunware and acknowledge his pivotal role in

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leading the financial side of our Company, including our capital markets programs, during his tenure and we wish him the best,” Mr. Chen concluded.

 

 

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Third Quarter 2024 Earnings Conference Call

 

Phunware management will host a live conference call today at 4:30 p.m. ET to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session.

 

To listen to the conference call, interested parties within the U.S. should dial 1-888-506-0062 (domestic) or 973-528-0011 (international). All callers should dial in approximately 10 minutes prior to the scheduled start time and use Participant Access Code 704558 to be joined into the Phunware conference call.

 

The conference call will also be available through a live webcast that can be accessed at Phunware 3Q24 Earnings Webcast. A webcast earnings call replay will be available approximately one hour after the live call until November 7, 2025 with this same weblink.

 

A telephonic replay of the call will be available until November 21, 2024 by dialing 1-877-481-4010 (or 919-882-2331 for international callers) and using replay access code 51482.

 

 

About Phunware

Phunware, Inc. (NASDAQ: PHUN) is an enterprise software company specializing in mobile app solutions with integrated intelligent capabilities. We provide businesses with the tools to create, implement, and manage custom mobile applications, analytics, digital advertising, and location-based services. Phunware is transforming mobile engagement by delivering scalable, personalized, and data-driven mobile app experiences.

Phunware’s mission is to achieve unparalleled connectivity and monetization through widespread adoption of Phunware mobile technologies, leveraging brands, consumers, partners, digital asset holders, and market participants. Phunware is poised to expand its software products and services audience through its new platform, utilize and monetize its patents and other intellectual property, and reintroduce its digital asset ecosystem for existing holders and new market participants.

For more information on Phunware, please visit www.phunware.com. To better understand and leverage generative AI and Phunware’s mobile app technologies, visit https://ai.phunware.com/advocacy

 

 

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Safe Harbor / Forward-Looking Statements

This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “expose,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. For example, Phunware is using forward-looking statements when it discusses the proposed offering and the timing and terms of such offering and its intended use of proceeds from such offering should it occur.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the SEC, including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” in our SEC filings may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

Investor Relations Contact:

Chris Tyson, Executive Vice President

MZ Group - MZ North America

949-491-8235

PHUN@mzgroup.us

www.mzgroup.us

Phunware Media Contact:

Joe McGurk, Managing Director
917-259-6895
PHUN@mzgroup.us

 

Financial Tables Follow

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Phunware, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

 

		September 30,				December 31,
		2024				2023
Assets:		(Unaudited)
Current assets:
Cash and cash equivalents		$	35,537			$	3,934
Accounts receivable, net of allowance for doubtful accounts of $118 and $86 as of September 30, 2024 and December 31, 2023, respectively			1,078				550
Digital currencies			19				75
Prepaid expenses and other current assets			3,133				374
Current assets of discontinued operation			-				28
Total current assets			39,767				4,961
Property and equipment, net			27				40
Right-of-use asset			943				1,451
Other assets			276				276
Total assets		$	41,013			$	6,728
Liabilities and stockholders' equity
Current liabilities:
Accounts payable		$	4,776			$	7,836
Accrued expenses			3,005				437
Lease liability			339				629
Deferred revenue			1,153				1,258
PhunCoin subscription payable			1,202				1,202
Debt			-				4,936
Current liabilities of discontinued operation			-				205
Total current liabilities			10,475				16,503
Deferred revenue			713				651
Lease liability			700				1,031
Total liabilities			11,888				18,185
Commitments and contingencies (see Note 7)
Stockholders' equity (deficit)
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 11,748,780 shares issued and 11,738,650 shares outstanding as of September 30, 2024; and 3,861,578 shares issued and 3,851,448 shares outstanding as of December 31, 2023			1				-
Treasury stock at cost; 10,130 shares as of September 30, 2024 and December 31, 2023			(502	)			(502	)
Additional paid-in capital			340,731				292,467
Accumulated other comprehensive loss			(418	)			(418	)
Accumulated deficit			(310,687	)			(303,004	)
Total stockholders' equity (deficit)			29,125				(11,457	)
Total liabilities and stockholders' equity (deficit)		$	41,013			$	6,728

 

 

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Phunware, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share information)

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Net revenues		$	665			$	1,252			$	2,597			$	3,892
Cost of revenues			343				621				1,281				2,651
Gross profit			322				631				1,316				1,241
Operating expenses:
Sales and marketing			619				839				1,671				2,837
General and administrative			2,281				2,985				7,051				11,397
Research and development			612				1,042				1,592				4,023
Impairment of goodwill			-				9,043				-				9,043
Total operating expenses			3,512				13,909				10,314				27,300
Operating loss			(3,190	)			(13,278	)			(8,998	)			(26,059	)
Other income (expense):
Interest expense			(10	)			(264	)			(126	)			(1,354	)
Interest income			381				-				760				-
Gain (loss) on extinguishment of debt			-				(237	)			535				(237	)
Gain on sale of digital currencies			-				-				-				5,310
Other income, net			59				62				146				497
Total other income (expense)			430				(439	)			1,315				4,216
Loss before taxes			(2,760	)			(13,717	)			(7,683	)			(21,843	)
Income tax expense			-				-				-				-
Net loss from continuing operations			(2,760	)			(13,717	)			(7,683	)			(21,843	)
Net loss from discontinued operation			-				(5,262	)			-				(7,929	)
Net loss			(2,760	)			(18,979	)			(7,683	)			(29,772	)
Other comprehensive loss (income)
Cumulative translation adjustment			-				(37	)			-				9
Comprehensive loss		$	(2,760	)		$	(19,016	)		$	(7,683	)		$	(29,763	)
Net loss from continuing operations per share, basic and diluted		$	(0.25	)		$	(5.72	)		$	(0.88	)		$	(9.98	)
Net loss from discontinued operations per share, basic and diluted		$	-			$	(2.19	)		$	-			$	(3.62	)
Weighted-average shares used to compute net loss per share, basic and diluted			11,104,174				2,398,873				8,755,908				2,188,101

 

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Phunware, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		Nine Months Ended
		September 30,
		2024				2023
Operating activities
Net loss		$	(7,683	)		$	(29,772	)
Net loss from discontinued operation			-				(7,929	)
Net loss from continuing operations			(7,683	)			(21,843	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of digital assets			-				(5,310	)
Gain (loss) on extinguishment of debt			(535	)			237
Impairment of goodwill			-				9,043
Stock based compensation			1,532				3,662
Other adjustments			653				1,383
Changes in operating assets and liabilities:
Accounts receivable			(561	)			(189	)
Prepaid expenses and other assets			(2,759	)			198
Accounts payable and accrued expenses			(457	)			(349	)
Lease liability payments			(560	)			(761	)
Deferred revenue			(43	)			(625	)
Net cash used in operating activities from continued operations			(10,413	)			(14,554	)
Net cash used in operating activities from discontinued operations			(177	)			(1,315	)
Net cash used in operating activities			(10,590	)			(15,869	)
Investing activities
Proceeds received from sale of digital currencies			-				15,390
Net cash provided by investing activities - continuing operations			-				15,390
Net cash used in investing activities - discontinued operation			-				(7	)
Net cash provided by investing activities			-				15,383
Financing activities
Payments on borrowings			-				(5,056	)
Proceeds from sales of common stock, net of issuance costs			42,193				6,879
Proceeds from exercise of options to purchase common stock			-				58
Payments on stock repurchases			-				(502	)
Net cash provided by financing activities			42,193				1,379
Effect of exchange rate on cash			-				9
Net increase in cash and restricted cash			31,603				902
Cash and cash equivalents at the beginning of the period			3,934				1,955
Cash and cash equivalents at the end of the period		$	35,537			$	2,857
Supplemental disclosure of cash flow information
Interest paid		$	22			$	1,140
Income taxes paid		$	40			$	-
Supplemental disclosures of non-cash financing activities:
Issuance of common stock upon conversion of the 2022 Promissory Note		$	4,505			$	800
Issuance of common stock for payment of bonuses and consulting fees		$	35			$	379
Non-cash exchange of digital assets		$	-			$	557
Issuance of common stock under the 2018 Employee Stock Purchase Plan, previously accrued		$	-			$	47

 

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Non-GAAP Financial Measures and Reconciliation

Non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenue or net loss, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. Our non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations include: (i) non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating its ongoing operating performance for a particular period, (ii) our non-GAAP financial measures do not reflect the impact of certain charges resulting from matters we consider not to be indicative of ongoing operations, and (iii) other companies in our industry may calculate our non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations to our non-GAAP financial measures by relying primarily on our GAAP results and using our non-GAAP financial measures only for supplemental purposes. Our non-GAAP financial measures include adjustments for items that may not occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other peer companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph help management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.

Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands)

		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands)		2024				2023				2024				2023
Net loss from continuing operations		$	(2,760	)		$	(13,717	)		$	(7,683	)		$	(21,843	)
Add back: Depreciation			4				21				12				63
Add back: Interest expense			10				264				126				1,354
Less: Interest income			(381	)			-				(760	)			-
EBITDA			(3,127	)			(13,432	)			(8,305	)			(20,426	)
Add back: Stock-based compensation			242				838				1,532				3,662
Add back/less: Loss (gain) on extinguishment of debt			-				237				(535	)			237
Add back: Impairment of goodwill			-				9,043				-				9,043
Less: Gain on sale of digital assets			-				-				-				(5,310	)
Adjusted EBITDA		$	(2,885	)		$	(3,314	)		$	(7,308	)		$	(12,794	)

 

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v3.24.3

Document And Entity Information	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	Phunware Inc.
Entity Central Index Key	0001665300
Entity Emerging Growth Company	false
Entity File Number	001-37862
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-1205798
Entity Address, Address Line One	1002 West Avenue
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	693-4199
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PHUN
Security Exchange Name	NASDAQ

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