Phunware Announces Pricing of $10.0 Million Public Offering

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Phunware, Inc. announced the pricing of its public offering of 40.0 million shares of common stock at a price of $0.25 per share. The offering is expected to close on or before February 10, 2024. Roth Capital Partners is acting as the sole placement agent for the offering on a reasonable best-efforts basis.
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The announcement by Phunware, Inc. regarding the pricing of its public offering can have a significant impact on the company's financial structure and market perception. The offering of 40 million shares at $0.25 each indicates a capital raise of $10 million. This influx of capital could be aimed at funding ongoing operations, research and development, or expansion efforts. The pricing of the shares suggests a valuation adjustment that investors need to consider, especially in relation to the company's historical stock performance and current market capitalization.

Moreover, the involvement of Roth Capital Partners as the sole placement agent suggests that the offering is being managed by a reputable financial institution, which might instill confidence in potential investors. However, the 'reasonable best-efforts' basis means that the placement agent is not obligated to purchase any unsold shares, which could result in less capital raised than anticipated if investor demand is not as high as expected. This is a crucial point for stakeholders to monitor as it could affect the company's liquidity and future financing options.

Phunware's positioning as a provider of Location Based SaaS solutions places it within a highly competitive and innovative sector. The mobile engagement and monetization services market is growing, driven by an increased demand for personalized user experiences and targeted marketing. The decision to raise capital through a public offering could be seen as a strategic move to capture a larger market share and invest in technology that differentiates Phunware's offerings from its competitors.

It's important to analyze how the market reacts to such an offering, as it may reflect investor sentiment towards the company's growth prospects and the perceived value of its technology. The price per share could also affect the stock's liquidity and volatility in the short term, as the market absorbs the new shares. Stakeholders should consider how this offering aligns with industry trends, such as consolidation and investment in emerging technologies like AI and 5G, which are likely to shape the future landscape of mobile enterprise solutions.

From a legal perspective, the offering is being conducted under an effective shelf registration statement on Form S-3. This form is commonly used by public companies to register securities offerings that can be made over a three-year period, providing them with the flexibility to go to market quickly when conditions are favorable. The legal framework surrounding such offerings is designed to protect both the company and investors by ensuring full disclosure of financial information and risks associated with the securities.

Investors should review the Registration Statement and any related prospectus to understand the terms of the offering, the use of proceeds and the risk factors outlined by the company. This due diligence is crucial as it helps in assessing the potential impact of the offering on the company's financial health and the value of the investment. Compliance with SEC regulations and timely filings are also indicators of Phunware's commitment to corporate governance and transparency, which can affect investor confidence and, consequently, the success of the offering.

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 the pricing of its public offering of 40.0 million shares of common stock at a price of $0.25 per share. All of the shares of common stock were 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 February 9, 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 payable by Phunware, are expected to be $10.0 million. Phunware intends to use the net proceeds from the sale of shares of common stock 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 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 has been filed, and a final prospectus supplement will be filed, with the SEC and, when available, copies of the preliminary and final 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,

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 timing of closing of the offering and its intended use of proceeds from such offering.

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.

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Phunware PR & Media Inquiries:
Phone: (512) 693-4199

Phunware Investor Relations:
Matt Glover and John Yi, Gateway Group, Inc.

Source: Phunware, Inc.

Phunware's public offering is priced at $0.25 per share.

Phunware is offering 40.0 million shares of common stock.

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

The offering is expected to close on or before February 10, 2024.
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About PHUN

phunware is the pioneer of multiscreen as a service (maas) – the only fully integrated services platform that enables brands to engage, manage and monetize their anytime, anywhere users. phunware has introduced category defining experiences that challenge the outer limits of the most advanced multiscreen devices for the world’s most respected brands.