*This release is a revised version of the announcement distributed at 8:30 AM 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 the shelf’s existing registration statement on Form S-3 (File No. 333-262461) (the “Registration Statement”) with the Commission of the Securities and Exchange Commission (“SEC”), pursuant to 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 market” (“ATM ”) equity offering program. No additional capacity is added to the Registration Statement as a result of the ATM program.
Phunware has entered into an equity distribution agreement in connection with the offering and sale of shares of its common stock through Canaccord Genuity LLC (“Canaccord Genuity”), as representative of certain selling agents, including Canaccord Genuity, Roth Capital Partners , LLC and The Benchmark Company, LLC.
Canaccord Genuity may sell shares by any method permitted by law that is considered to be an “offer to market” 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 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 amends the information contained in the existing prospectus contained in the registration statement. Prospective investors should read the prospectus, prospectus supplement and other documents Phunware has filed with the SEC (some of which are incorporated by reference in 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 in connection with the offering free of charge by visiting the SEC’s website at www.sec.gov. Alternatively, prospective investors may contact Canaccord Genuity, which will arrange to provide such investors with these documents at: prospectus@cgf.com.
In connection with any offer that may be made from time to time under the terms of the Equity Distribution Agreement, Phunware entered into an Amendment to the Securities Purchase Agreement dated June 3, 2024, with certain majority purchasers thereto, which amends Its Securities Purchase Agreement dated January 18, 2024. The amendment provides that participation rights in connection with subsequent financings will not apply, among other things, to issuances pursuant to the Capital Distribution Agreement with Canaccord Genuity.
This press release will not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor will there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of any such state or jurisdiction. A prospectus supplement regarding the ATM program has been filed with the SEC.
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Phunware’s mission is to achieve unparalleled connectivity and monetization through the widespread adoption of Phunware technologies, leveraging brands, mobile consumers, partners and digital asset holders and market participants. With the activation of Phunware 3.0, Phunware is ready to expand the audience and verticals of its software products and services, use and monetize its patents and other intellectual property rights and interests, and update and re-enter the ecosystem of digital assets to existing holders and new market participants.
Phunware PR & environmental Questions:
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
Sure But you / Forward statement
This press release includes forward-looking statements. All statements other than statements of historical fact 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,” “proceed,” “may,” “estimate,” “expect,” “expose,” “aim,” “could,” “might,” “opportunity,” “plan,” ” possible”, “potential”, “anticipate”, “project”, “should”, “will”, “will” and similar expressions that convey uncertainty of future events or results are intended to identify forward-looking statements, but the absence of such does not mean that a statement is not forward-looking. For example, Phunware is using forward-looking statements when discussing the proposed offering and the timing and terms of such offering and the intended use of the proceeds of such offering if it occurs.
The forward-looking statements contained in this press release are based on our current expectations and beliefs regarding future developments and their potential effects on us. Future developments that affect us may not be what we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that could cause actual results or performance to differ materially 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 deal with the SEC from time to time. If one or more of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, actual results could differ in material respects from those anticipated 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 by 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 or suggested by those who aim for the future. 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 actual results. or developments in subsequent periods.
Source: Phunware, Inc.
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