Phunware, Inc. 10-Q

Item 1. Financial Statements 1 Table of Contents Phunware, Inc. Condensed Consolidated Balance Sheets (In thousands, except share and per share information) March 31, 2024 December 31, 2023 ( Unaudited) Assets Current assets: Cash and cash equivalents $ 21,567 $ 3,934 Accounts receivable, net of allowance for doubtful accounts of $ 86 at March 31, 2024 and December 31, 2023 637 550 Digital assets 19 75 Prepaid expenses and other current assets 385 374 Current assets of discontinued operation 28 28 Total current assets 22,636 4,961 Property and equipment, net 35 40 Right-of-use asset 1,325 1,451 Other assets 276 276 Total assets $ 24,272 $ 6,728 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts payable $ 5,070 $ 7,836 Accrued expenses 239 437 Lease liability 656 629 Deferred revenue 1,012 1,258 PhunCoin deposits 1,202 1,202 Current maturities of long-term debt, net — 4,936 Current liabilities of discontinued operation — 205 Total current liabilities 8,179 16,503 Deferred revenue 611 651 Lease liability 857 1,031 Total liabilities 9,647 18,185 Commitments and contingencies (Note 7) Stockholders’ equity (deficit) Common stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 8,282,221 shares issued and 8,272,091 shares outstanding as of March 31, 2024; and 3,861,578 shares issued and 3,851,448 shares outstanding as of December 31, 2023 1 — Treasury stock at cost; 10,130 shares at March 31, 2024 and December 31, 2023 ( 502 ) ( 502 ) Additional paid-in capital 320,840 292,467 Accumulated other comprehensive loss ( 418 ) ( 418 ) Accumulated deficit ( 305,296 ) ( 303,004 ) Total stockholders’ equity (deficit) 14,625 ( 11,457 ) Total liabilities and stockholders’ equity (deficit) $ 24,272 $ 6,728 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents Phunware, Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share information) (Unaudited) Three Months Ended March 31, 2024 2023 Net revenues $ 921 $ 1,344 Cost of revenues 397 1,271 Gross profit 524 73 Operating expenses: Sales and marketing 443 856 General and administrative 2,471 4,142 Research and development 484 1,769 Total operating expenses 3,398 6,767 Operating loss ( 2,874 ) ( 6,694 ) Other income (expense): Interest expense ( 108 ) ( 537 ) Gain on extinguishment of debt 535 — Impairment of digital assets ( 56 ) ( 50 ) Fair value adjustment of warrant liability — 253 Gain on sale of digital assets — 3,214 Other income, net 211 102 Total other income 582 2,982 Loss before taxes ( 2,292 ) ( 3,712 ) Income tax expense — — Net loss from continuing operations ( 2,292 ) ( 3,712 ) Net loss from discontinued operation, net of $ 0 tax — ( 557 ) Net loss ( 2,292 ) ( 4,269 ) Other comprehensive income: Cumulative translation adjustment — 23 Comprehensive loss $ ( 2,292 ) $ ( 4,246 ) Net loss per share from continuing operations, basic and diluted $ ( 0.33 ) $ ( 1.80 ) Net loss per share from discontinued operations, basic and diluted $ — $ ( 0.27 ) Weighted-average common shares used to compute loss per share, basic and diluted 6,864,226 2,063,379 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents Phunware, Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (In thousands, except share information) (Unaudited) Common Stock Treasury stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Loss Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balances as of December 31, 2023 3,861,578 $ — ( 10,130 ) $ ( 502 ) $ 292,467 $ ( 303,004 ) $ ( 418 ) $ ( 11,457 ) Release of restricted stock 16,000 — — — — — — — Issuance of common stock in lieu of consulting fees 11,453 — — — 35 — — 35 Common stock issued upon conversion of 2022 Promissory Note 336,550 — — — 4,505 — — 4,505 Sale of common stock & exercise of prefunded warrants, net of issuance costs 3,915,009 1 — — 23,203 — — 23,204 Fractional share issuances as a result of reverse stock split 141,631 — — — — — — — Stock-based compensation expense — — — — 630 — — 630 Net loss — — — — — ( 2,292 ) — ( 2,292 ) Balances as of March 31, 2024 8,282,221 $ 1 ( 10,130 ) $ ( 502 ) $ 320,840 $ ( 305,296 ) $ ( 418 ) $ 14,625 Common Stock Treasury stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Loss Total Stockholders’ Equity Shares Amount Shares Amount Balances as of December 31, 2022 2,063,074 $ — — $ — $ 275,572 $ ( 250,219 ) $ ( 472 ) $ 24,881 Exercise of stock options, net of vesting of restricted shares 1,895 — — — 58 — — 58 Release of restricted stock 16,977 — — — — — — — Issuance of common stock in lieu of cash bonus & consulting fees 7,454 — — — 347 — — 347 Stock-based compensation expense — — — — 1,336 — — 1,336 Cumulative translation adjustment — — — — — — 23 23 Treasury stock repurchase — — ( 9,230 ) ( 475 ) — — — ( 475 ) Net loss — — — — — ( 4,269 ) — ( 4,269 ) Balances as of March 31, 2023 2,089,400 $ — ( 9,230 ) $ ( 475 ) $ 277,313 $ ( 254,488 ) $ ( 449 ) $ 21,901 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents Phunware, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Operating activities Net loss from continuing operations $ ( 2,292 ) $ ( 3,712 ) Net loss from discontinued operations — ( 557 ) Adjustments to reconcile net loss to net cash provided by operating activities: Gain on sale of digital assets — ( 3,214 ) Gain on extinguishment of debt ( 535 ) — Stock based compensation 630 1,362 Other adjustments 329 313 Changes in operating assets and liabilities: Accounts receivable ( 82 ) ( 284 ) Prepaid expenses and other assets ( 11 ) ( 116 ) Accounts payable and accrued expenses ( 2,893 ) ( 52 ) Lease liability payments ( 185 ) ( 263 ) Deferred revenue ( 286 ) ( 114 ) Net cash used in operating activities from continued operations ( 5,325 ) ( 6,637 ) Net cash used in operating activities from discontinued operations ( 205 ) ( 745 ) Net cash used in operating activities ( 5,530 ) ( 7,382 ) Investing activities Proceeds received from sale of digital currencies — 10,790 Net cash provided by investing activities - continuing operations — 10,790 Net cash used in investing activities - discontinued operation — ( 6 ) Net cash provided by investing activities — 10,784 Financing activities Payments on borrowings — ( 4,270 ) Proceeds from sales of common stock 23,204 — Proceeds from exercise of options to purchase common stock — 58 Payments on common stock repurchases — ( 475 ) Net cash provided by (used in) by financing activities 23,204 ( 4,687 ) Effect of exchange rate on cash ( 41 ) 24 Net increase (decrease) in cash and cash equivalents 17,633 ( 1,261 ) Cash at the beginning of the period 3,934 1,955 Cash and cash equivalents at the end of the period $ 21,567 $ 694 Supplemental disclosure of cash flow information Interest paid $ 4 $ 434 Income taxes paid $ 26 $ — Supplemental disclosures of non-cash financing activities: Issuance of common stock upon conversion of the 2022 Promissory Note $ 4,505 $ — Issuance of common stock for payment of bonuses and consulting fees $ 35 $ 347 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents Phunware, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (In thousands, except share and per share information) (Unaudited) 1. The Company and Basis of Presentation The Company Phunware, Inc. and its subsidiaries (the “Company”, "we", "us", or "our") offers a fully integrated software platform that enables brands to engage, manage and monetize their anytime, anywhere users worldwide. Our mobile experience platform guides users through the entire customer journey. Our location-based technology offers brands mobile engagement, content management and analytics to best interact with their customers. Through our integrated mobile advertising platform of publishers and advertisers, we provide in-app application transactions for mobile audience building, user acquisition, application discovery, audience engagement and audience monetization. Founded in 2009, we are a Delaware corporation headquartered in Austin, Texas. Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The balance sheet at December 31, 2023 was derived from our audited consolidated financial statements, but these interim condensed consolidated financial statements do not include all the annual disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, which are referenced herein. The accompanying interim condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly state our financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim period. Certain reclassifications have been made to our condensed consolidated statement of cash flows for the three months ended March 31, 2024. We combined individual line items that we considered to be immaterial and recorded these in our condensed consolidated statement of cash flows as other adjustments to conform to current year presentation. The reclassifications had no impact on previously reported operating, investing or financing activities. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Discontinued Operations On November 1, 2023, we committed to a plan to discontinue and wind down the operations of Lyte Technology, Inc. ("Lyte"), which the Company determined met the criteria for classification as a discontinued operation in accordance with Accounting Standards Codification ("ASC") Topic 205-20, Discontinued Operations . Prior periods were recast such that the basis of presentation is consistent with current year presentation. For additional information, see Note 3. Reverse Stock Split On February 26, 2024, the Company effected a reverse stock split of its common stock at a ratio of one-for-fifty (the "Reverse Stock Split"). The number of authorized shares and par values of the common stock were not adjusted as a result of the Reverse Stock Split. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock 6 Table of Contents split for all periods presented. All issued and outstanding common stock, options, restricted stock units and warrants exercisable for common stock and per share amounts have been retrospectively adjusted. Nasdaq listing On April 13, 2023, we received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) because the bid price of the Company’s common stock on the Nasdaq Capital Market had closed below $1.00 per share for the previous 30 consecutive business days. The notice from Nasdaq stated that, under Nasdaq Listing Rule 5810(c)(3)(A), we had been provided a period of 180 calendar days, or until October 10, 2023, to regain compliance with the Bid Price Requirement. On October 10, 2023, we submitted a request to Nasdaq for an additional 180-day extension to regain compliance with the Bid Price Requirement. On October 12, 2023, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to April 8, 2024, to regain compliance with the Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A). On December 21, 2023, the Company received a letter from Nasdaq notifying the Company that, as of December 20, 2023, the Company's common stock had a closing bid price of $0.10 or less for ten consecutive trading days and that, consistent with Nasdaq Listing Rule 5810(c)(3)(A)(iii), the Nasdaq had determined to delist the Company's common stock from the Nasdaq Capital Market. The notice provided the Company an opportunity to appeal the Nasdaq's decision to delist the Company's common stock. On December 22, 2023, we submitted a request for a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal the Nasdaq's delisting determination. As noted above, we have effected a reverse stock split in order to regain compliance with the Bid Price Requirement, and on March 12, 2024, we received a letter from Nasdaq notifying us that we demonstrated compliance with the requirements to remain listed on the Nasdaq Capital Market, as required by the Panel. The letter also informed the Company that pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory Panel monitor for a period of one year from the date of this letter. If, within that one-year monitoring period, the staff finds the Company again out of compliance with the requirement that was the subject of the exception, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, the Nasdaq will issue a delist determination letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened hearings panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the hearings panel as provided by Listing Rule 5815(d)(4)(C). There can be no assurance the Company will maintain compliance with the above or any other Nasdaq Listing Rules. 2. Summary of Significant Accounting Policies There have been no changes in significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2023, except as set forth below. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) , (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. We adopted ASU 2020-06 on January 1, 2024. The adoption of ASU 2020-06 did not have a material impact on our condensed consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific tax rate reconciliation categories, as well as income taxes paid disaggregated by jurisdiction, amongst other disclosure enhancements. For public entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. 7 Table of Contents Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material. 3. Supplemental Information Concentrations of Credit Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, our deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable and we believe the carrying value approximates fair value. The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts. March 31, 2024 December 31, 2023 Customer A 36 % 43 % Customer B 14 % 16 % Customer C 4 % 12 % Discontinued Operation On November 1, 2023, the Company made the strategic decision to wind down and discontinue the operations of its Lyte reporting segment. We generally completed the wind down of the Lyte operations as of December 31, 2023. A summary of the Lyte discontinued operation in the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2023 is set forth below: Net revenues $ 3,403 Cost of revenues 3,115 Gross profit 288 Operating expenses: Sales and marketing 272 General and administrative 570 Research and development 3 Total operating expenses 845 Operating loss $ ( 557 ) Loss per Common Share Basic loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share is computed by giving effect to all potential shares of common stock, including those related to our outstanding warrants and stock equity plans, to the extent dilutive. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. 8 Table of Contents The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been anti-dilutive: Three Months Ended March 31, 2024 2023 Warrants — 132,651 Options 13,011 17,341 Restricted stock units 78,387 109,605 Total 91,398 259,597 4. Revenue Subscriptions and services revenue consist of platform license subscriptions and application development services. Application transaction revenue is comprised of in-app advertising. Refer to our revenue recognition policy under the subheading, Revenue Recognition, in Note 2, " Summary of Significant Accounting Policies," in our Annual Report on Form 10-K filed with the SEC on March 15, 2024. Disaggregation of Revenue The following table sets forth our net revenues by category: Three Months Ended March 31, 2024 2023 Subscriptions and services revenue $ 454 $ 1,156 Application transaction 467 188 Net revenues $ 921 $ 1,344 The following table sets forth our concentration of revenue sources as a percentage of total net revenues: Three Months Ended March 31, 2024 2023 Customer A 33 % 5 % Customer B 4 % 30 % Customer D 14 % 22 % We generate revenue in domestic and foreign regions and attribute net revenue to individual countries based on the location of the contracting entity. We derived over 98 % of our net revenues from within the United States for the three months ended March 31, 2024 and 2023. Deferred Revenue Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue under the arrangements with customers. We recognize deferred revenue as revenue only when revenue recognition criteria are met. During the three months ended March 31, 2024, we recognized revenue of $ 440 that was included in our deferred revenue balance as of December 31, 2023. Remaining Performance Obligations Remaining performance obligations were $ 4,609 as of March 31, 2024, of which we expect to recognize approximately 37 % as revenue over the next 12 months and the remainder thereafter. 9 Table of Contents 5. Debt 2022 Promissory Note On July 6, 2022, we entered into a note purchase agreement and completed the sale of an unsecured promissory note (the "2022 Promissory Note") with an original principal amount of $ 12,809 in a private placement. The 2022 Promissory Note was sold with an original issue discount of $ 492 and we paid at closing issuance costs totaling $ 522 . After deducting all transaction fees paid by us at closing, net cash proceeds to the Company at closing were $ 11,795 . No interest was to accrue on the 2022 Promissory Note. Beginning on November 1, 2022, our monthly amortization payment was approximately $ 1,566 , which includes a 10 % premium until the original maturity date of July 1, 2023. We had the right to defer any monthly payment by one month up to twelve times so long as certain conditions, as defined in the 2022 Promissory Note, were satisfied. In the event we exercise the deferral right, the outstanding balance will automatically increase by 1.85 %. On March 15, 2023, we elected to defer monthly payment obligations for April, May, June and July 2023, as permitted, at the time, by the 2022 Promissory Note. In connection therewith, we entered into a waiver agreement with the holder waiving the Payment Deferral Conditions, as defined in the 2022 Promissory Note. For agreeing to waive the Payment Deferral Conditions, we agreed to compensate the noteholder an amount equal to 5 % of the outstanding balance immediately before entering into the waiver agreement. We evaluated the modification in accordance with the guidance as in ASC 470 - Debt , and we concluded that the modification was not an extinguishment of the original debt; therefore, no gain or loss was recognized upon modification. On August 14, 2023, we entered into an amendment to the 2022 Promissory Note with the noteholder. The amendment extended the maturity date to May 31, 2024 and provided that effective August 1, 2023, we are required to make monthly amortization payments of at least $ 800 commencing on August 31, 2023 until the 2022 Promissory Note is paid-in-full. Furthermore, the amendment removed the required payment due on August 1, 2023. We also granted the holder certain limited conversion rights, subject to advance payment and volume conditions. Conversions into shares of our common stock made pursuant to the limited conversion rights will be calculated on a conversion price equal to 90 % of the lower of (i) the closing trading price of our common stock on the trading day immediately preceding the date for such conversion or (ii) the average closing trading price of our common stock for the five trading days immediately preceding the date for such conversion. If the holder elects to convert pursuant to the limited conversion option, such conversions will reduce the current month’s monthly amortization payment. Any conversions in any given month in excess of the $ 800 monthly payment will be applied to reduce the following month's required monthly amortization payment. In connection with the amendment, we agreed to pay an extension fee equal to approximately $ 708 . The amendment also provided that the outstanding balance shall accrue interest at a rate of 8 % beginning on August 1, 2023, and payment deferrals were no longer permitted. Effective December 6, 2023, the Company entered into an acknowledgement and agreement with the noteholder to which the parties (a) memorialized the noteholder's waiver of the Company’s obligations to satisfy minimum balance reduction requirements in cash for each of October 2023 and November 2023 and the minimum balance reduction requirement for December 2023. As consideration for the acknowledgement and agreement, we agreed to pay the noteholder a fee in an aggregate amount equal to 7.5 %, or approximately $ 347 , of the outstanding balance of the 2022 Promissory Note. The fee was added to the outstanding balance of the 2022 Promissory Note. During the first quarter of 2024, we issued 336,550 shares of our common stock to the holder of the 2022 Promissory Note, which amounted to aggregate principal and interest payments in the amount of $ 4,505 . These conversions were made pursuant to the terms of the amended 2022 Promissory Note. In addition, conversions were made in connection with the Company granting the holder additional conversion rights. As a result, the noteholder agreed to waive an aggregate of $ 535 in principal and accrued interest. As a result of the conversions, the 2022 Promissory Note has been paid-in-full. Interest Expense Interest expense amounted to $ 108 and $ 537 for three months ended March 31, 2024 and 2023, respectively. 10 Table of Contents 6. Leases Further information regarding our other office leases and accounting thereof are located in Note 2, " Summary of Significant Accounting Policies," and Note 9, " Leases," in our Annual Report on Form 10-K filed with the SEC on March 15, 2024. We recognize lease expense on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense are included in general and administrative expense in our condensed consolidated statement of operations and comprehensive loss. Lease expense for the three months ended March 31, 2024 and 2023 was $ 170 and $ 325 , respectively. The weighted-average remaining lease term for operating leases as of March 31, 2024 was 2.9 years. Future minimum lease obligations are set forth below: Future minimum lease obligations years ending December 31, Lease Obligations 2024 (Remainder) $ 566 2025 463 2026 370 2027 284 $ 1,683 Less: Portion representing interest ( 170 ) $ 1,513 7. Commitments and Contingencies Litigation On March 30, 2021, Phunware filed an action against its former counsel Wilson Sonsini Goodrich & Rosati, PC ("WSGR"), Phunware, Inc., v. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Does 1-25, Case No. 21CV381517, in the Superior Court of the State of California for the County of Santa Clara. On July 30, 2021, Phunware filed a second action against WSGR in the Superior Court of the State of California for the County of Santa Clara, Phunware, Inc., v. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Does 1-25, Case No. 21CV386411. The two actions were then removed to arbitration. Phunware sought affirmative relief in these actions, as stated in the complaints, for damages according to proof, interest and costs of suit. WSGR filed crossclaims against Phunware in these actions related to services provided by WSGR to Phunware and sought to recover fees related to the services at issue in these actions and interest. In March 2024, WSGR and Phunware settled their claims in the arbitration proceeding relating to Case No. 21CV381517 and Phunware paid approximately $ 2,194 of the outstanding amount alleged to be owed by Phunware to WSGR in that proceeding. The Phunware and WSGR claims related to Case No. 21CV386411 remain pending in arbitration and the remaining balance of the payables amount alleged to be owed by Phunware will continue to be arbitrated. The outcome of this proceeding and the related Phunware and WSGR claims is uncertain. There is $ 2,159 and $ 4,321 in accounts payable in our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. relating to these WSGR claims. On February 18, 2022, certain stockholders filed a lawsuit against Phunware and certain of its prior and then existing individual officers and directors. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al., was filed in the Court of Chancery of the State of Delaware (Cause No. 2022-0168-LWW). Plaintiffs allege that they invested in Phunware through various early rounds of financing while the Company was private and that following completion of the business combination transactions resulting in Phunware becoming a public company these stockholders received new shares of Phunware common stock and Phunware warrants that were but should not have been subjected to a 180-day "lock up" period. Plaintiffs also allege that Phunware's stock price dropped significantly during the lock up period and seek damages, costs and professional fees. We filed a motion to dismiss Plaintiffs' complaint on May 27, 2022, and on July 15, 2022 Plaintiffs filed their answering brief in opposition to the motion to dismiss and a motion for partial summary judgment. The parties argued their positions before the Court of Chancery during a hearing on April 4, 2023. On June 16, 2023, the Court ruled on the motions without filing a written opinion. From the bench, Vice Chancellor Cook granted Phunware's motion to dismiss on the Texas law claims and denied both the motion to dismiss and motion for partial summary judgment on the Delaware law claims. 11 Table of Contents The parties engaged in mediation in July 2023 but were unable to reach a settlement, and settlement discussions continue. We intend to vigorously defend against this lawsuit and any appeals. We have not recorded a liability related to this matter because any potential loss is not currently probable or reasonably estimable. Additionally, we cannot presently estimate the range of loss, if any, that may result from this lawsuit. It is possible that the ultimate resolution of the foregoing matter, or other similar matters, if resolved in a manner unfavorable to us, may be materially adverse to our business, financial condition, results of operations or liquidity. From time to time, we are and may become involved in various legal proceedings in the ordinary course of business. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular reporting period. In addition, for the matters disclosed above that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. 12 Table of Contents 8. Stockholders’ Equity Common Stock Total common stock authorized to be issued as of March 31, 2024 was 1,000,000,000 shares, with a par value of $ 0.0001 per share. At March 31, 2024 and December 31, 2023, there were 8,272,091 and 3,851,448 shares of our common stock outstanding, respectively. On January 31, 2022, we entered into an At Market Issuance Sales Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell, from time to time, shares of our common stock, par value $ 0.0001 per share, for aggregate gross proceeds of up to $ 100 million, through or to Wainwright, as agent or principal. During the first quarter of 2024, we sold 245,009 shares of our common stock under our sales agreement with Wainwright for aggregate gross cash proceeds of $ 2,536 . Transaction costs were $ 52 . As of March 31, 2024, $ 85.5 million of shares of our common stock remains issuable pursuant to the sales agreement with Wainwright. On August 22, 2023, we entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right, but not the obligation, to sell to Lincoln Park up to $ 30 million in value of shares of our common stock from time to time over the 24 -month term of the purchase agreement. We did not sell any shares of our common stock to Lincoln Park during the first quarter of 2024. During the first quarter of 2024, we sold an aggregate of 2,696,000 shares of our common stock and issued pre-funded warrants to purchase up to 974,000 shares of our common stock. The aggregate gross proceeds from the offerings were $ 22,600 . Aggregate transaction costs, including placement agent fees, were approximately $ 1,880 . The holders of the pre-funded warrants exercised their rights to purchase 974,000 shares of our common stock. Stock Repurchase Plan On January 5, 2023, our board of directors authorized and approved a stock repurchase program for the repurchase of outstanding shares of our common stock with an aggregate value of up to $ 5 million. The stock repurchase plan may be amended or terminated at any time, in the sole discretion of our board of directors. The authorization permits us to repurchase shares of our common stock from time-to-time through open market repurchases at prevailing market prices, in accordance with federal securities laws. During 2023, we repurchased an aggregate 10,130 shares of our common stock at an aggregate repurchase price of $ 502 . 13 Table of Contents 9. Stock-Based Compensation There have been no material changes to the terms of our various equity incentive plans since the filing of our Annual Report on Form 10-K. Refer to Note 13, " Stock-Based Compensation ," in our Annual Report on Form 10-K filed with the SEC on March 15, 2024 for more information. Stock-Based Compensation Compensation costs that have been included in our condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below: Three Months Ended March 31, Stock-based compensation 2024 2023 Cost of revenues $ 45 $ 253 Sales and marketing 14 97 General and administrative 556 859 Research and development 15 153 Total stock-based compensation $ 630 $ 1,362 As of March 31, 2024, there was approximately $ 1,539 of total unrecognized compensation cost related to our stock benefit plans. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 2.2 years. Restricted Stock Units A summary of our restricted stock unit activity for the three months ended March 31, 2024 is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2023 96,808 $ 25.21 Granted 9,032 4.13 Released ( 27,453 ) 17.25 Forfeited — — Outstanding as of March 31, 2024 78,387 $ 25.58 Stock Options A summary of our stock option activity under the 2018 Equity Incentive Plan (the "2018 Plan) and related information is as follows: 14 Table of Contents Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 2,500 $ 56.89 4.2 $ — Granted — — Exercised — — Forfeited — — Outstanding as of March 31, 2024 2,500 $ 56.89 3.9 $ — Exercisable as of March 31, 2024 2,500 $ 56.89 3.9 $ — A summary of our option activity under our 2009 Equity Incentive Plan (the "2019 Plan") and related information is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 14,625 $ 39.67 2.9 $ — Granted — — Exercised — — Forfeited ( 4,114 ) 44.54 Outstanding as of March 31, 2024 10,511 $ 37.77 3.8 $ — Exercisable as of March 31, 2024 10,511 $ 37.77 3.8 $ — Our stock benefit plans had 274,491 and 86,837 shares of common stock reserved for future issuances under our equity incentive plans as of March 31, 2024 and December 31, 2023, respectively. In addition, the shares of common stock reserved for issuance under the 2018 Plan also will include any shares of common stock subject to stock options granted under the 2009 Plan, that expire or otherwise terminate without having been exercised in full and shares of common stock issued pursuant to awards granted under the 2009 Plan that are forfeited. As of March 31, 2024, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is 10,511 . Furthermore, there were 46,791 and 30,415 shares of common stock available for sale and reserved for issuance under our 2018 Employee Stock Purchase Plan as of March 31, 2024 and December 31, 2023, respectively. 15 Table of Contents