0001665300 false 0001665300 2022-06-03 2022-06-03 0001665300 us-gaap:CommonStockMember 2022-06-03 2022-06-03 0001665300 us-gaap:WarrantMember 2022-06-03 2022-06-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 3, 2022
PHUNWARE, INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 001-37862 |  | 30-1205798
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

7800 Shoal Creek Blvd, Suite 230-S, Austin, Texas |  | 78757
(Address of principal executive offices) |  | (Zip Code)

Registrant’s Telephone Number, Including Area Code: (512) 693-4199
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.0001 per share |  | PHUN |  | The NASDAQ Capital Market
Warrants to purchase one share of Common Stock |  | PHUNW |  | The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.
On June 3, 2022, Phunware, Inc. (the “Company”, "we," "us," or "our") entered into a lease agreement (the "Lease") with ATX Acquisitions, LLC (the "Landlord"). Pursuant to the terms of the Lease, we will lease approximately 7,458 square feet at 1002 West Avenue in Austin, Texas (the "Premise") for a term of sixty-four (64) months, which we intend to use as professional office space for our corporate headquarters. The term of the Lease commences on June 10, 2022. The Lease provides for rent abatement until September 30, 2022. Beginning on October 1, 2022, initial base rent payments are approximately $28,000 per month, subject to escalations contained therein. In addition, we will be responsible for payments equal to our proportionate share of operating expenses, which is currently estimated to be approximately $9,000 per month, plus electrical and janitorial services, which are to be contracted and paid separately by us.
The foregoing summary of the Lease does not purport to be complete and is qualified in its entirety by reference to the Lease, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 to the extent required.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Exhibit Title
10.1 |  | Lease Agreement by and between Phunware, Inc. and ATX Acquisitions, LLC dated June 3, 2022.
104 |  | Cover Page Interactive Data File (embedded within the inline XBRL document)

1

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 10, 2022 | Phunware, Inc.
| By: | /s/ Matt Aune
|  | Matt Aune Chief Financial Officer