Current Report Filing (8-k)
2019年1月16日 - 7:05AM
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
15, 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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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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
On
December 26, 2018, Stellar Acquisition III, Inc., a Republic of the Marshall Islands corporation incorporated in December 2015
(“
Stellar
”), deregistered as a corporation in the Republic of the Marshall Islands and domesticated as a corporation
incorporated under the laws of the State of Delaware upon the filing with and acceptance by the Secretary of State of Delaware
of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law. Upon the effectiveness
of the redomestication, Stellar became a Delaware corporation and, upon the consummation of the Business Combination (as defined
below), Stellar changed its corporate name to “Phunware, Inc.” (the “
Successor
”) and all outstanding
securities of Stellar were deemed to constitute outstanding securities of the Successor. Also on December 26, 2018, STLR Merger
Subsidiary Inc., a wholly-owned subsidiary of Stellar (“
Merger Sub
“), merged with and into Phunware, Inc. (“
Phunware
”),
a corporation incorporated in Delaware in February 2009, with Phunware surviving the merger (the “
Merger
”)
and becoming a wholly-owned subsidiary of the Successor (the “
Business Combination
”).
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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As a component of the Merger consideration at
the time of the Business Combination on December 26, 2018, each holder of outstanding shares of Phunware stock (as determined immediately
prior to the Merger) was entitled to elect to receive such holder’s pro rata share of up to an aggregate of 3,985,244 warrants
to purchase shares of Successor common stock that were held by related parties (the “
Transferred Sponsor Warrants
”).
As consideration for the sale of the Transferred Sponsor Warrants, the related parties received unsecured promissory notes (each,
a “
Transferred Sponsor Warrant Note
”) in the initial aggregate principal amount equal to $1,992,622 and principal
and interest were to be payable in full on the first anniversary of the closing of the Business Combination.
On January 15, 2019, the holders of the Transferred
Sponsor Warrant Notes agreed to amend, waive and forgive the Transferred Sponsor Warrant Notes in their entireties, effective as
of December 26, 2018. The waiver of the Transferred Sponsor Warrant Notes (the “
Waiver
”) has no effect on the
holder of outstanding shares of Phunware stock (as determined immediately prior to the Merger) right to receive, should they have
elected, the Transfer Sponsor Warrants as consideration in the Business Combination.
Had the Transferred Sponsor Warrant Notes been
waived at the time of the closing of the Business Combination on December 26, 2018, the total stockholders’ equity balance
would have been $7,628,000 based on the unaudited pro forma condensed combined balance sheet as of September 30, 2018 that was
filed with the Securities and Exchange Commission on January 2, 2019, as Exhibit 99.2 on Form 8-K. The Company believes it has
more than $5 million in stockholders’ equity as of the date of the note cancelation.
This Waiver is filed as Exhibit 2.1 to this
Current Report on Form 8-K.
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 15, 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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STELLAR ACQUISITION III INC. (NASDAQ:STLRU)
過去 株価チャート
から 6 2024 まで 7 2024
STELLAR ACQUISITION III INC. (NASDAQ:STLRU)
過去 株価チャート
から 7 2023 まで 7 2024