Phunware Launches Proposed Public Offering of Securities

Rhea-AI Summary

Phunware, Inc. (PHUN) has announced a public offering to sell shares of its common stock or pre-funded warrants, subject to market conditions. The company plans to use the net proceeds for working capital, general corporate purposes, and product initiatives, including monetizing its patent portfolio, PhunCoin, and PhunToken. The offering is being conducted by Roth Capital Partners, LLC, and is subject to a registration statement filed with the SEC.

Insights

Financial Analyst

A public offering is a significant financial event for a company, often undertaken to raise capital for various strategic initiatives. In the case of Phunware, the stated use of net proceeds for working capital and other general corporate purposes such as product expansion and monetization of its patent portfolio presents a potential for growth. The involvement of Roth Capital Partners as a placement agent on a reasonable best-efforts basis also indicates a level of confidence in the company's ability to attract investment.

Investors should note the company's consideration of funding strategic opportunities, although none are currently pending. This suggests a forward-looking approach to growth, yet also introduces uncertainty regarding future capital allocation. The effectiveness of the shelf registration statement is a procedural aspect indicating regulatory compliance and readiness for the offering. The market's response to the offering will be a key indicator of investor sentiment towards Phunware's growth prospects and current valuation.

Market Research Analyst

The mobile engagement and monetization sector is highly competitive and rapidly evolving. Phunware's focus on leveraging its patent portfolio and developing products like PhunCoin and PhunToken suggests an emphasis on innovation within the digital economy. The success of these initiatives will depend on market adoption and the company's ability to differentiate itself from competitors.

Market conditions at the time of the offering will heavily influence the outcome. A robust tech market could facilitate a successful capital raise, while a downturn could pose challenges. Potential investors should consider the broader market trends, including interest rates and investor appetite for tech stocks, which may affect the terms and size of the offering.

Legal Expert

The legal framework surrounding public offerings is complex and compliance with SEC regulations is crucial. Phunware's adherence to the registration process, including the filing of a preliminary prospectus supplement, indicates due diligence in meeting legal requirements. It's important for investors to understand that the offering is not yet a sale and that they should review all available prospectus documents and SEC filings for a comprehensive understanding of the investment's risks and opportunities.

Additionally, the language stating that the offering does not constitute an offer to sell or a solicitation of an offer to buy in any jurisdiction where such an offer would be unlawful is standard legal practice to limit the company's liability and ensure compliance with state and federal securities laws.

AUSTIN, Texas, Feb. 07, 2024 (GLOBE NEWSWIRE) -- 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 launched a public offering to offer and sell shares of its common stock (or pre-funded warrants in lieu thereof). All of the shares of common stock (and pre-funded warrants in lieu thereof) are being offered by Phunware pursuant to an effective shelf registration statement on Form S-3 (File No. 333-262461) (the “Registration Statement”). The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering will be completed, or as to the actual size or terms of the offering.

Roth Capital Partners is acting as sole placement agent for the offering on a reasonable best-efforts basis. 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 preliminary prospectus supplement will be filed with the Securities and Exchange Commission and, when available, copies of the preliminary 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 preliminary prospectus supplement and the accompanying prospectus and the other documents that Phunware has filed with the SEC and that are incorporated by reference in such preliminary prospectus supplement 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.

Phunware PR & Media Inquiries:
Email: PRESS@phunware.com
Phone: (512) 693-4199

Phunware Investor Relations:
Matt Glover and John Yi Gateway Group, Inc.
Email: PHUN@gateway-grp.com
Phone: (949) 574-3860

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.

Source: Phunware, Inc.

FAQ

What is Phunware, Inc. (PHUN) announcing?

Phunware, Inc. (PHUN) has announced a public offering to sell shares of its common stock or pre-funded warrants, subject to market conditions.

How does Phunware, Inc. (PHUN) plan to use the net proceeds from the offering?

Phunware, Inc. (PHUN) intends to use the net proceeds for working capital, general corporate purposes, and product initiatives, including monetizing its patent portfolio, PhunCoin, and PhunToken.

Who is conducting the offering for Phunware, Inc. (PHUN)?

Roth Capital Partners, LLC is acting as the sole placement agent for the offering on a reasonable best-efforts basis.

What is the registration statement filed with the SEC for Phunware, Inc. (PHUN)?

The registration statement filed with the SEC relates 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.

Where can interested parties obtain more information about the offering for Phunware, Inc. (PHUN)?

Interested parties can obtain more information from Roth Capital Partners, LLC, or by accessing the SEC's website.