Phunware, Inc. (Nasdaq: PHUN, “Phunware”), the pioneer of patented
Location Based SaaS solutions and other products that offer the
only fully integrated enterprise cloud platform for mobile that
enables brands to engage, manage and monetize anyone anywhere,
today announced that it has entered into a definitive agreement for
the issuance and sale of approximately 56,000,000 million shares of
common stock (or pre-funded warrants in lieu thereof) at a price of
$0.10 per share. All of the shares of common stock (and pre-funded
warrants in lieu thereof) have been offered by Phunware pursuant to
an effective shelf registration statement on Form S-3 (File No.
333-262461) (the “Registration Statement”).
Roth Capital Partners is acting as sole
placement agent for the offering on a reasonable best-efforts
basis. The offering is expected to close on or about January 23,
2024, subject to the satisfaction of customary closing
conditions.
The gross proceeds from the offering, before
deducting the placement agent's fees and other offering expenses,
are expected to be approximately $5.6 million. Phunware intends to
use the net proceeds from the sale of shares of common stock (or
pre-funded warrants in lieu thereof) for working capital and other
general corporate purposes, including expansion of its product
initiatives, such as monetizing its patent portfolio, PhunCoin and
PhunToken. Phunware may also fund strategic opportunities that may
present themselves from time to time but does not have any pending
opportunities at this time.
The Registration Statement relating to, among
other things, the shares of common stock, the pre-funded warrants
and the shares of common stock underlying the pre-funded warrants
to be issued in the proposed offering was filed with the Securities
and Exchange Commission (the "SEC") on February 1, 2022, and
declared effective by the SEC on February 9, 2022. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A prospectus
supplement will be filed with the Securities and Exchange
Commission and, when available, copies of the prospectus supplement
and accompanying base prospectus may be obtained from Roth Capital
Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA
92660, (800) 678-9147 or by accessing the SEC's website,
www.sec.gov.
Before investing in this offering, interested
parties should read in their entirety the Registration Statement
and the accompanying base prospectus and the other documents that
Phunware has filed with the SEC and that are incorporated by
reference in such Registration Statement and the accompanying base
prospectus, which provide more information about Phunware and such
offering.
About Phunware
Phunware’s mission is to achieve unparalleled
connectivity and monetization through widespread adoption of
Phunware technologies, by leveraging brands, mobile consumers,
partners and digital asset holders and market participants. With
the activation of Phunware 3.0, Phunware is poised to expand its
software products and services audience and verticals, utilize and
monetize its patents and other intellectual property rights and
interests, and update and reintroduce its digital asset ecosystem
for existing holders and new market participants.
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.
Phunware PR & Media Inquiries:Email:
PRESS@phunware.comPhone: (512) 693-4199
Phunware Investor Relations:Matt Glover and
John Yi, Gateway Group, Inc.Email: PHUN@gateway-grp.com
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