Washington, DC 20549
(Amendment No. 1)
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 14, 2020
(Exact name of registrant as specified in its charter)
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)
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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed by Phunware, Inc., a Delaware corporation (the “Company”), to amend its Current Report on Form 8-K (the “Original 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2020, in connection with the an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Ascendiant shares of our common stock. The Company is filing this Amendment to amend and supplement Item 1.01 and Item 9.01 of the Original 8-K to disclose the filing date of the Prospectus Supplement pursuant to which sales will be made under the Sales Agreement and provide an opinion relating to legality of the issuance and sale of shares of our common stock thereunder. All other items in the Original 8-K remain the unchanged and are hereby incorporated by reference into this Amendment.

Item 1.01 Entry Into a Material Definitive Agreement.

Sales of shares of common stock under the Sales Agreement will be made pursuant to the registration statement on Form S-3 (File No. 333-235896), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2020, and a related Prospectus Supplement filed with the SEC on August 17, 2020, for an aggregate offering price of up to $15,000,000.

A copy of the opinion of Winstead PC relating to the legality of the issuance and sale of shares, is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit Title

*  Previously filed.

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: August 17, 2020Phunware, Inc.
 By: /s/ Matt Aune
  Matt Aune
Chief Financial Officer