Current Report Filing (8-k)
2019年1月12日 - 7:24AM
Edgar (US Regulatory)
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
January 11, 2019
Date of Report (date of earliest event reported)
Phunware, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37862
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
(Address of principal executive offices)
(Zip Code)
(512) 693-4199
(Registrant’s telephone
number, including area code)
(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:
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements incorporated by reference
in this Current Report on Form 8-K are not historical facts but are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by
words such as “may,” “should,” “could,” “would,” “plan,” “intend,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,”
“seek,” “continue,” “future,” “will,” “expect” or “outlook,”
or other similar words, phrases or expressions. These forward-looking statements include, but are not limited to, statements regarding
our industry, future events, as well as post-closing management, our estimated or anticipated future results and benefits of following
the transaction, including the post-transaction ownership and cash and debt balances, future opportunities for the combined company,
estimates of our total addressable market, and projections of customer savings. These statements are based on various assumptions
and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical
facts. These statements are subject to a number of risks and uncertainties regarding our business and the transaction, and actual
results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment
in which we operate, including inflation and interest rates, and general financial, economic, regulatory and political conditions
affecting the industry in which we operate; adverse litigation developments; inability to refinance existing debt on favorable
terms; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing
growth profitably; the loss of one or more members of our management team; failure to realize the anticipated benefits of the transaction,
including difficulty in integrating the combined businesses; uncertainty as to the long-term value of Phunware, Inc. common stock;
the inability to realize the expected amount and timing of cost savings and operating synergies; those discussed in the Annual
Report on Form 10-K for the year ended November 30, 2017 under the heading “Risk Factors,” as updated from time to
time by the Quarterly Reports on Form 10-Q and other documents of the predecessor entity and of us on file with the Securities
and Exchange Commission (the “
SEC
”) or in the joint proxy statement/prospectus filed with the SEC by us dated
as of November 13, 2018 (the “
Prospectus
”). There may be additional risks that we presently know or that we
currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements provide our expectations, plans or forecasts of future events and views as of the date
of this communication. We anticipate that subsequent events and developments will cause our assessments to change. However, while
we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to
the date of this communication.
EXPLANATORY NOTE
As used in this Current Report on Form 8-K henceforward,
unless otherwise stated or the context clearly indicates otherwise, the terms “the Company,” “Registrant,”
“Phunware,” “PHUN,” “we,” “us” and “our” refer to Phunware, Inc.
ITEM
7.01 REG FD DISCLOSURE
Phunware Disclosure Channels to Disseminate Information
Phunware investors and others should note that
we announce material information to the public about our company, products and services and other issues through a variety of means,
including Phunware’s website, press releases, SEC filings, blogs and social media, in order to achieve broad, non-exclusionary
distribution of information to the public. We encourage our investors and others to review the information we make public in the
locations below as such information could be deemed to be material information. Please note that this list may be updated from
time to time on the Company’s investor relations website.
Interested in keeping up with Phunware
Phunware Facebook Page: https://www.facebook.com/phunware/
PhunCoin Facebook Page: https://www.facebook.com/phuncoin/
Phunware Twitter Feed: https://twitter.com/phunware/
PhunCoin Twitter Feed: https://twitter.com/phuncoin/
Phunware LinkedIn Page: https://www.linkedin.com/company/phunware/
PhunCoin LinkedIn Page: https://www.linkedin.com/company/phuncoin/
PhunCoin Reddit Page: www.reddit.com/r/phuncoin
PhunCoin Medium Page: www.medium/phuncoin, www.medium/@phuncoin
Phunware LinkedIn Page: https://www.linkedin.com/company/phunware/
PhunCoin LinkedIn Page: https://www.linkedin.com/company/phuncoin/
Phunware Blog: https://www.phunware.com/category/blog/
For more information for Phunware investors,
please visit: https://investors.phunware.com/
For additional information, please follow Alan
Knitowski’s Twitter account: https://twitter.com/alanknit
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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PHUNWARE, INC.
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Dated: January 11, 2019
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By:
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/s/
Alan S. Knitowski
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Name:
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Alan S. Knitowski
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Title:
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Chief Executive Officer
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