Shares Beneficially Owned Prior to the Offering(1) | Shares Being Offered | Warrants Being Offered | Shares Beneficially Owned After the Offering | |||||||||||||||||
Shares | Percentage | Shares | Warrants | Shares | Percentage | |||||||||||||||
Name of Beneficial Owner 5% Securityholders(21): | ||||||||||||||||||||
Mount Raya Investments Limited(2) | 2,205,886 | 5.7% | — | - | 2,205,886 | 5.7% | ||||||||||||||
Fraser Combs Ventures LP(5) | 1,709,151 | 4.4% | 158,924 | 239,697 | 1,550,227 | 4.0% | ||||||||||||||
First American Trust of Nevada, LLC(6) | 1,771,713 | 4.6% | 199,989 | 199,989 | 1,571,724 | 4.0% | ||||||||||||||
Max Fang(3) | 2,189,803 | 5.6% | 24,321 | - | 2,165,482 | 5.6% | ||||||||||||||
Firsthand Venture Investors(8) | 1,495,113 | 3.8% | — | - | 1,495,113 | 3.8% | ||||||||||||||
Named Executive Officers and Directors: | ||||||||||||||||||||
Alan Knitowski(9) | 868,390 | 2.2% | 221,397 | 218639 | 646993 | 1.7% | ||||||||||||||
Luan Dang(10) | 886,681 | 2.3% | 91,155 | 105688 | 787526 | 2.0% | ||||||||||||||
Randall Crowder(11) | 127,134 | * | 13,912 | 5500 | 113222 | * | ||||||||||||||
Prokopios (Akis) Tsirigakis(12)(13)(19) | 1,508,843 | 3.9% | 1,508,843 | 1464724 | 0 | * | ||||||||||||||
Keith Cowan(13) | — | * | — | 0 | 0 | * | ||||||||||||||
Lori Tauber Marcus(13) | — | * | — | 0 | 0 | * | ||||||||||||||
Kathy Tan Mayor(13) | — | * | — | 0 | 0 | * | ||||||||||||||
George Syllantavos(13)(14)(18) | 1,407,436 | 3.6% | 1,592,677 | 1301724 | 0 | * | ||||||||||||||
All executive officers and directors as a group (8 persons)(15)(22) | 4,798,484 | 12.3% | 3,427,984 | 3,096,275 | 1,547,741 | 4.0% | ||||||||||||||
Other Selling Securityholders: | ||||||||||||||||||||
Dominion Capital LLC(16) | 500,000 | 1.3% | 500,000 | 250,000 | — | * | ||||||||||||||
Hudson Bay Capital Management LP(17) | 511,400 | 1.5% | 511,400 | 511,400 | — | * | ||||||||||||||
Firmus Investments Inc.(18) | 1,783,663 | 4.6% | 1,783,663 | 1,695,124 | — | * | ||||||||||||||
Astra Maritime Corp.(7) | 1,508,853 | 3.9% | 1,508,853 | 1,464,724 | — | * | ||||||||||||||
Magellan Investments Corp.(4) | 1,407,436 | 3.6% | 1,407,436 | 1,301,724 | — | * | ||||||||||||||
Dominium Investments Inc.(19) | 1,346,071 | 3.5% | 1,346,071 | 1,250,000 | — | * | ||||||||||||||
Securityholders that each hold less than 1% of our outstanding shares of common stock(20) | 13,158,038 | 33.8% | 8,731,450 | 10,625,707 | — | * |
(*) | Represents beneficial ownership of less than 1%. | ||||
(1) | The percentage of beneficial ownership on the record date is calculated based on 38,880,158 shares of our common stock as of April 29, 2019, adjusted for each owner’s options or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of April 29, 2019, if any. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. | ||||
(2) | Includes 2,205,886 shares held of record by Mount Raya Investments Limited, an entity wholly-controlled by Khazanah Nasional Berhad, a strategic investment fund of the Government of Malaysia. The address for this entity is c/o Khazanah Americas Incorporated, 101 California Street, Suite 4550, San Francisco, California 94111. | ||||
(3) | Includes (i) 857,508 shares held of record by Maxima Ventures II, Inc., of which Mr. Fang serves as General Manager, (ii) 599,425 shares held of record by Maxima Ventures Services II, Inc., of which Mr. Fang serves as a director, (iii) 399,616 shares held of record by TC-1 Culture Fund, of which Mr. Fang serves as General Manager, (iv) 181,613 shares held of record by Eagle China Holdings Limited, and (v) 151,641 shares held of record by Maxima Ventures Services IV, Inc., of which Mr. Fang serves as a director. The address for these entities is No. 16, Lane 66, Sec. 4, Heping East Road, Wenshan Dist., Taipei City 116, Taipei City, Taiwan. | ||||
(4) | Mr. Syllantavos is the sole shareholder of Magellan Investments Corp. As a result, Mr. Syllantavos may be deemed to be beneficial owner of any shares deemed to be beneficially owned by Magellan Investments Inc. The address for this entity is 90 Kifissias Avenue, Maroussi 15125, Athens, Greece. | ||||
(5) | Includes 1,709,151 shares held of record by Fraser McCombs Ventures LP (“FMV LP”). Chase Frazier, a former director of Phunware, serves as the Managing Member of Frazier McCombs Capital Management LLC, the general partner of FMV LP. The address for these entities is 1035 Pearl Street, Suite 401, Boulder, Colorado 80302. | ||||
(6) | Includes (i) 1,571,724 shares and (ii) 199,989 Sponsor Private Placement Warrants exercisable within 60 days of December 26, 2018 held of record by First American Trust of Nevada, LLC, as Trustee of the Poiema Trust No. 2 dated November 28, 2018. The address for these entities is 3753 Howard Hughes Pkwy, Ste. 200 Las Vegas, NV 89169. | ||||
(7) | Mr. Tsirigakis is the sole shareholder of Astra Maritime Corp. As a result, Mr. Tsirigakis may be deemed to be beneficial owner of any shares deemed to be beneficially owned by Astra Maritime Corp. The address for this entity is 90 Kifissias Avenue, Maroussi 15125, Athens, Greece. | ||||
(8) | Includes 1,495,113 shares held of record Firsthand Ventures Investors, a fully owned and controlled subsidiary of Firsthand Technology Value Fund, Inc. The address for these entities is 150 Almaden Boulevard, Suite 1250, San Jose, California 95113. | ||||
(9) | Includes (i) 537,638 shares held of record by Cane Capital, LLC, for which Mr. Knitowski serves as president, (ii) 4,159 shares held of record by Curo Capital Appreciation Fund I, LLC (#1), for which Mr. Knitowski serves as president, (iii) 6,871 shares held of record by Curo Capital Appreciation Fund I, LLC (Fund 1), for which Mr. Knitowski serves as president, (iv) 27,492 shares held of record by Curo Capital Appreciation Fund I, LLC (Fund 2), for which Mr. Knitowski serves as president, and (v) 408,510 shares subject to options exercisable within 60 days of April 29, 2019, of which 292,230 had vested as of such date. | ||||
(10) | Includes (i) 782,689 shares held of record by Mr. Dang and (ii) 172,125 shares subject to options exercisable within 60 days of April 29, 2019, of which 103,992 had vested as of such date. | ||||
(11) | Includes (i) 50,635 shares held of record by Mr. Crowder and (ii) 229,500 shares subject to option exercisable within 60 days of April 29, 2019, of which 76,499 had vested as of such date. | ||||
(12) | Includes 1,508,843 shares held of record by Astra Maritime Corp., of which Mr. Tsirigakis is the sole shareholder. In connection with the sale by Mr. Tsirigakis referenced in note 19 below, the shares and warrants of Phunware, Inc. held by Dominium Investments, Inc. have been deducted from the totals reflected in the row of the table entitled “Prokopios (Akis) Tsirigakis.” | ||||
(13) | Messrs. Cowan, Syllantavos and Tsirigakis and Mses. Marcus and Mayor each joined our board of directors upon consummation of the business combination on December 26, 2018. | ||||
(14) | Includes 1,407,436 shares held of record by Magellan Investments Corp., of which Mr. Syllantavos is the sole shareholder. In connection with the sale by Mr. Syllantavos referenced in note 18 below, the shares and warrants of Phunware, Inc. held by Firmus Investments, Inc. have been deducted from the totals reflected in the row of the table entitled “George Syllantavos." |
(15) | Includes (i) 4,325,763 shares held of record by our current directors and executive officers and (ii) 810,135 shares subject to options exercisable within 60 days of April 29, 2019, of which 472,720 had vested as of such date. In connection with the sales by Mr. Syllantavos and Mr. Tsirigakis referenced in notes 18 and 19 below, respectively, the number of shares of Phunware, Inc. held by Firmus Investments, Inc. and Dominium Investments, Inc. have been deducted from the total number of shares reflected in clause (i) of the preceding sentence. | ||||
(16) | Includes (i) 250,000 shares held of record by Dominion Capital LLC and (ii) 250,000 Sponsor Private Placement Warrants exercisable within 60 days of December 26, 2018. Mikhail Gurevich is the Managing Member of Dominion Capital LLC and exercises sole voting and investment power on behalf thereof. | ||||
(17) | According to a Schedule 13G/A filed with the SEC on January 4, 2019 on behalf of Hudson Bay Capital Management LP., a Delaware limited partnership, such entity is the beneficial owner of and has sole voting and dispositive power with respect to these securities. Mr. Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Mr. Gerber disclaims beneficial ownership of these securities. The address of such entity is 777 Third Avenue, 30th Floor, New York, NY 10017 | ||||
(18) | Until November 27, 2019, Mr. Syllantavos was the sole shareholder of Firmus Investments, Inc. On November 27, 2019, Mr. Syllantavos (i) sold 100% of his interests in Firmus Investments, Inc., and (ii) resigned all of his positions as officer, director, and employee with Firmus Investments, Inc. Accordingly, as of the closing of such sale, Mr. Syllantavos has no beneficial ownership in any Phunware, Inc. securities held by Firmus Investments, Inc. | ||||
(19) | Until November 27, 2019, Mr. Tsirigakis was a shareholder of Dominium Investments, Inc. On November 27, 2019, Mr. Tsirigakis (i) sold 100% of his interests in Dominium Investments, Inc., and (ii) resigned all of his positions as officer, director, and employee with Dominium Investments, Inc. Accordingly, as of the closing of such sale, Mr. Tsirigakis has no beneficial ownership in any Phunware, Inc. securities held by Dominium Investments, Inc. | ||||
(20) | Represents shares of our common stock held of record, shares issuable upon the exercise of warrants exercisable within 60 days of April 29, 2019 and warrants to purchase shares of our common stock held of record by 90 selling securityholders not listed above. | ||||
(21) | In connection with the sales by Mr. Syllantavos and Mr. Tsirigakis referenced in notes 18 and 19 above, respectively, Firmus Investments, Inc., Astra Maritime Corp., Magellan Investments Corp., and Dominium Investments, Inc. have been deleted from the section of the table entitled “5% Securityholders” and added to the section of the table entitled “Other Selling Securityholders.” | ||||
(22) | In connection with the sales by Mr. Syllantavos and Mr. Tsirigakis referenced in notes 18 and 19 above, respectively, the shares and warrants of Phunware, Inc. held by Firmus Investments, Inc. and Dominium Investments, Inc. have been deducted from the totals reflected in the row of the table entitled “All executive officers and directors as a group.” |
Delaware | 001-37862 | 26-4413774 | ||||||||||||
(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) |
☐ | 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)) |
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 |
Nominee | For | Against | Withheld/ Abstentions | Broker Non-Votes | ||||||||||
Keith Cowan | 6,434,959 | 0 | 740,851 | 18,720,582 | ||||||||||
Eric Manlunas | 4,748,570 | 0 | 2,427,240 | 18,720,582 |
Proposal | For | Against | Withheld/ Abstentions | Broker Non-Votes | ||||||||||
Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 | 23,698,740 | 1,399,430 | 798,222 | 0 | ||||||||||
Exhibit No. | Exhibit Title | |||||||
99.1* |
Dated: December 11, 2019 | Phunware, Inc. | |||||||
By: | /s/ Matt Aune | |||||||
Matt Aune Chief Financial Officer |