Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 8, 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Capital 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. ☐

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.

Item 2.02 Results of Operations and Financial Condition.

On August 8, 2024, Phunware, Inc. (the “Company,” “we,” “us,” or “our”) issued a press release announcing its financial results for the second quarter ended June 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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

*Exhibit No.*		*Exhibit Title*
99.1*		Press Release dated August 8, 2024 entitled “Phunware Reports Second Quarter 2024 Financial Results”
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* Furnished herewith

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.

Dated: August 8, 2024	Phunware, Inc.

	By:	/s/ Troy Reisner
		Troy Reisner Chief Financial Officer

Exhibit 99.1

Phunware Reports Second Quarter 2024 Financial Results

Second quarter SaaS bookings increase 623% compared to the second quarter of 2023

AUSTIN, TX, August 8, 2024 – Phunware, Inc. (“Phunware” or the “Company”) (NASDAQ: PHUN), the mobile experience platform that guides your customers through every step of their journey with you, announces its financial results for the quarter ended June 30, 2024.

“We are pleased to report solid results and continued momentum in our business for the second quarter,” said Troy Reisner, Phunware CFO. “Our team continued to work hard to support our existing customers, including executing early renewals with three of our largest customers, which demonstrates the demand for and value of our product and services.”

Financial Highlights

	●	623% and 939% increase in software bookings in 2Q24 and 1H24, respectively, vs. prior periods
	●	10% increase in revenue to $1.0 million during 2Q2024 vs. 1Q2024
	●	49% decline in total operating expenses to $3.4 million during 2Q24 from $6.6 million during 2Q23
	●	60% decline in net loss to $2.6 million in 2Q24 vs. a net loss of $6.5M in 2Q23
	●	($0.32) net loss from continuing operations per share in 2Q24 vs. a ($2.10) net loss per share from continuing operations in 2Q23
	●	$20.4 million of cash on hand at June 30, 2024, vs. $3.9M at December 31, 2023

Recent Business Highlights

	●	Appointed seasoned hospitality leader Paul Ruffino as strategic advisor to propel hospitality sector growth
	●	Added to the FTSE Russell Microcap Index after the market close on June 28, 2024

Phunware CEO Mike Snavely commented, “We continue to build on the momentum we began last quarter, driven by several major client renewals in the hospitality and healthcare sectors early in the second quarter. Our software bookings are up nearly 10x over the prior six-month period which is a testament to the effectiveness of our revamped sales team and evolving sales model, which continues to drive a strong pipeline while reducing the length of our sales cycle.

“Our go-forward strategy continues to evolve as we evaluate both the business coming in and the business we are actively pursuing, and we have begun to prudently activate our marketing spend, all designed to continue to encourage our current customers to renew early. We look forward to discussing our continued growth and demonstrate our increasing strength in the market, reminding customers and investors alike that we have long been leaders in this space and that we intend to continue to forge ahead as leaders in the mobile space,” Mr. Snavely concluded.

Second 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 1-800-715-9871 (domestic) or 646-307-1963 (international). All callers should dial in approximately 10 minutes prior to the scheduled start time and use Conference ID 4402319 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 2Q24 Earnings Webcast. A webcast earnings call replay will be available approximately one hour after the live call until August 8, 2025 with this same link.

A telephonic replay of the call will be available until August 22, 2024 by dialing 1-877-481-4010 (or 919-882-2331 for international callers) and using replay access code 50975.

About Phunware, Inc.

Leading hospitality brands partner with Phunware to delight their guests with personalized mobile experiences. Phunware’s mobile applications and SDKs leverage patented wayfinding and contextual engagement to guide guests to the right experience at the right time. Hotels, resorts, casinos, and convention centers can integrate their most important business systems to unify the guest journey, boost loyalty, and drive new revenue across their properties.

Safe Harbor

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.

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 Securities and Exchange Commission (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 Contact:

CORE IR

516-222-2560

investorrelations@phunware.com

Financial Tables Follow

Phunware, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

	June 30, 2024			December 31, 2023
	*(Unaudited)*
Assets:
Current assets:
Cash	$	20,369		$	3,934
Accounts receivable, net of allowance for doubtful accounts of $86 at June 30, 2024 and December 31, 2023		972			550
Digital currencies		19			75
Prepaid expenses and other current assets		293			374
Current assets of discontinued operation		—			28
Total current assets		21,653			4,961
Property and equipment, net		31			40
Right-of-use asset		1,108			1,451
Other assets		276			276
Total assets	$	23,068		$	6,728

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable		4,787			7,836
Accrued expenses		293			437
Lease liability		429			629
Deferred revenue		975			1,258
PhunCoin subscription payable		1,202			1,202
Debt		—			4,936
Current liabilities of discontinued operation		—			205
Total current liabilities		7,686			16,503

Deferred revenue		512			651
Lease liability		780			1,031
Total liabilities		8,978			18,185

Commitments and contingencies		-			-

Stockholders’ equity (deficit)
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 8,620,380 shares issued and 8,610,250 shares outstanding as of June 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 June 30, 2024 and December 31, 2023		(502	)		(502	)
Additional paid-in capital		322,936			292,467
Accumulated other comprehensive loss		(418	)		(418	)
Accumulated deficit		(307,927	)		(303,004	)
Total stockholders’ equity (deficit)		14,090			(11,457	)
Total liabilities and stockholders’ equity (deficit)	$	23,068		$	6,728

Phunware, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share information)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023

Net revenues	$	1,011		$	1,295		$	1,932		$	2,640
Cost of revenues		541			760			938			2,030
Gross profit		470			535			994			610

Operating expenses:
Sales and marketing		609			1,142			1,052			1,998
General and administrative		2,299			4,268			4,770			8,412
Research and development		496			1,212			980			2,981
Total operating expenses		3,404			6,622			6,802			13,391
Operating loss		(2,934	)		(6,087	)		(5,808	)		(12,781	)

Other income (expense):
Interest expense		(8	)		(553	)		(116	)		(1,090	)
Interest income		239			—			379			—
Gain on extinguishment of debt		—			—			535			—
Gain on sale of digital currencies		—			2,096			—			5,310
Other income		72			130			87			435
Total other income		303			1,673			885			4,655
Loss before taxes		(2,631	)		(4,414	)		(4,923	)		(8,126	)
Income tax benefit (expense)		—			—			—			—
Net loss from continuing operations		(2,631	)		(4,414	)		(4,923	)		(8,126	)
Net loss from discontinued operation		—			(2,110	)		—			(2,667	)
Net loss		(2,631	)		(6,524	)		(4,923	)		(10,793	)
Other comprehensive income
Cumulative translation adjustment		—			23			—			46
Comprehensive loss	$	(2,631	)	$	(6,501	)	$	(4,923	)	$	(10,747	)

Net loss from continuing operations per share, basic and diluted	$	(0.32	)	$	(2.10	)	$	(0.65	)	$	(3.90	)
Net loss from discontinued operations per share, basic and diluted	$	—		$	(1.00	)	$	—		$	(1.28	)

Weighted-average shares used to compute net loss per share, basic and diluted		8,299,323			2,102,051			7,581,774			2,082,715

Phunware, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended
	June 30,
	2024			2023
Operating activities
Net loss from continuing operations	$	(4,923	)	$	(8,126	)
Net loss from discontinued operation		-			(2,667	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of digital assets		-			(5,310	)
Gain on extinguishment of debt		(535	)		-
Stock based compensation		1,290			2,824
Other adjustments		434			952
Changes in operating assets and liabilities:
Accounts receivable		(422	)		(28	)
Prepaid expenses and other assets		81			19
Accounts payable and accrued expenses		(3,158	)		(252	)
Lease liability payments		(373	)		(527	)
Deferred revenue		(422	)		(687	)
Net cash used in operating activities from continued operations		(8,028	)		(13,802	)
Net cash (used in) provided by operating activities from discontinued operation		(177	)		1,242
Net cash used in operating activities		(8,205	)		(12,560	)
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 operations		—			(9	)
Net cash used in investing activities		—			15,381
Financing activities
Payments on borrowings		—			(4,270	)
Proceeds from sales of common stock		24,640			995
Proceeds from exercise of options to purchase common stock		—			58
Payments on stock repurchases		—			(502	)
Net cash provided by (used in) financing activities		24,640			(3,719	)

Effect of exchange rate on cash		—			48
Net increase (decrease) in cash		16,435			(850	)
Cash at the beginning of the period		3,934			1,955
Cash at the end of the period	$	20,369		$	1,105

Supplemental disclosure of cash flow information
Interest paid	$	12		$	438
Income taxes paid	$	40		$	—
Supplemental disclosures of non-cash financing activities:
Issuance of common stock upon conversion of the 2022 Promissory Note	$	4,505		$	—
Issuance of common stock for payment of bonuses and consulting fees	$	35		$	347
Non-cash exchange of digital assets	$			$	557
Issuance of common stock under the 2018 Employee Stock Purchase Plan, previously accrued	$			$	47

Cover	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2024
Entity File Number	001-37862
Entity Registrant Name	PHUNWARE, INC.
Entity Central Index Key	0001665300
Entity Tax Identification Number	30-1205798
Entity Incorporation, State or Country Code	DE
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
Entity Emerging Growth Company	false