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Phunware Updates Announcement of “At-the-Market” Equity Offering Program

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Phunware announced a prospectus supplement to its existing shelf registration with the SEC, allowing it to offer and sell up to $120 million in common stock through an 'at-the-market' (ATM) equity offering program. No additional capacity was added to the registration statement, and Canaccord Genuity will act as the representative sales agent. Sales will be made at market or negotiated prices, depending on market conditions and the company's capital needs. The prospectus supplement updates information in the existing prospectus. Investors can find more information and obtain copies of pertinent documents on the SEC's website.

Positive
  • Phunware can raise up to $120 million through the ATM program, potentially aiding its capital needs.
  • The offering will be managed by Canaccord Genuity , a reputable financial services firm.
  • The prospectus supplement provides transparency and updated information for investors.
Negative
  • The ATM equity offering may dilute existing shareholders' equity.
  • Market conditions and stock price variability could impact the actual amounts raised.
  • Participation rights in subsequent financings are for certain majority purchasers.

Insights

Phunware's announcement of an 'at-the-market' (ATM) equity offering program is a significant financial development for the company. This program allows Phunware to issue and sell up to $120 million worth of its common stock over time, providing a flexible way to raise capital. The ATM offering's flexibility in terms of timing and sale amounts can help align fundraising with market conditions, potentially minimizing dilution to existing shareholders.

For investors, this move could be seen both positively and negatively. On the positive side, the additional capital can be used to fund growth initiatives, strengthen the balance sheet, or support ongoing operations. Such programs are often viewed as a sign of proactive financial management, ensuring the company can seize market opportunities or navigate economic uncertainties.

However, there are potential drawbacks. Issuing new shares could lead to stock dilution, which might impact the value of existing shares. It's also important to consider the market's perception; if investors suspect the company is struggling to generate cash through its operations, the announcement could be viewed negatively.

Overall, the success of this program will depend on how effectively Phunware uses the capital raised and the market's response to the increased share availability.

An ATM equity offering can be a strategic move for Phunware, especially if the company's stock is performing well. The ability to sell shares at market prices provides flexibility to capitalize on favorable pricing, but it also ties the company's funding capabilities to the stock market's performance. This mechanism can be advantageous if the stock is in an upward trend, enabling Phunware to raise more capital when the share price is higher.

From a market perspective, investors should monitor the stock's performance closely. The market's reaction to such announcements can vary. Positive reception may indicate investor confidence in the company's future prospects and management's strategic decisions. Conversely, a negative reaction may suggest concerns about potential dilution or the company's need for external financing.

It's also worth noting the role of Canaccord Genuity and other sales agents in this program. Their involvement may lend credibility and assure investors of the program's structured and professionally managed nature.

Ultimately, the program's impact will largely depend on market conditions and Phunware's ability to articulate and demonstrate the benefits of the raised capital.

*This release is a revised version of the announcement distributed at 8:30am EDT on June 04, 2024 by Phunware, Inc.*

AUSTIN, Texas, June 04, 2024 (GLOBE NEWSWIRE) -- Phunware, Inc. (Nasdaq: PHUN, “Phunware” or the “Company”) today announced that it has filed a prospectus supplement to its existing shelf registration statement on Form S-3 (File No. 333-262461) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), under which it may offer and sell shares of its common stock having an aggregate offering price of up to $120 million from time to time through an “at-the-market” (“ATM”) equity offering program. No additional capacity is being added to the Registration Statement as a result of the ATM program.

Phunware has entered into an Equity Distribution Agreement relating to the offer and sale of shares of its common stock through Canaccord Genuity LLC (“Canaccord Genuity”), as representative of the several sales agents including Canaccord Genuity, Roth Capital Partners, LLC and The Benchmark Company, LLC.

Canaccord Genuity may sell shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. Sales may be made at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and, as a result, sales prices may vary. The number of shares to be sold, if any, under the ATM program will depend on, among other factors, market conditions, the Company’s capital needs, and the anticipated benefits to Phunware and its stockholders.

The prospectus supplement filed today adds to, updates or otherwise changes information contained in the existing prospectus contained in the Registration Statement. Prospective investors should read the prospectus, the prospectus supplement and other documents Phunware has filed with the SEC (some of which are incorporated by reference into the prospectus and prospectus supplement) for more complete information about Phunware and the ATM program, including the risks associated with investing in Phunware. Investors may obtain copies of the prospectus supplement and accompanying prospectus relating to the offering without charge by visiting the SEC’s website at www.sec.gov. Alternatively, potential investors may contact Canaccord Genuity, who will arrange to provide such investors these documents at: prospectus@cgf.com.

In connection with any offerings that may from time to time be conducted under the terms of the Equity Distribution Agreement, Phunware entered into an Amendment to Securities Purchase Agreement dated effective June 3, 2024, with certain majority purchasers thereunder, which amends its Securities Purchase Agreement dated January 18, 2024. The amendment provides that the participation rights with respect to subsequent financings shall not apply to, among others, issuances pursuant to the Equity Distribution Agreement with Canaccord Genuity.

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 with respect to the ATM program has been filed with the SEC.

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's 'at-the-market' (ATM) equity offering program?

Phunware's ATM program allows the company to offer and sell up to $120 million in common stock through Canaccord Genuity

When was the prospectus supplement for Phunware's ATM program filed?

The prospectus supplement was filed on June 4, 2024.

How much can Phunware raise through the ATM program?

Phunware can raise up to $120 million through the ATM program.

Who is the sales agent for Phunware's ATM equity offering?

Canaccord Genuity acts as the sales agent for Phunware's ATM equity offering.

What factors influence the number of shares sold in Phunware's ATM program?

Sales depend on market conditions, Phunware's capital needs, and the anticipated benefits to shareholders.

Phunware, Inc.

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