phun-20220315

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 15, 2022

(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

(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 March 15, 2022, Phunware, Inc. (the “Company”, "we," "us," or "our") entered into a lease agreement (the "Lease") with Jonsson ATX Warehouse, LLC (the "Landlord"). Pursuant to the terms of the Lease, we will lease approximately 21,830 square feet at 1990 Steam Way in Round Rock, Texas (the "Premise") for a term of five years, which we intend to use as manufacturing and warehouse space for our Lyte computer division. The term of the Lease commences on the earliest of (a) the date we occupy any portion of the Premise and begin conducting business therein, (b) the date on which construction is substantially completed in the building (as defined in the construction addendum) or (c) the date the Landlord would have achieved substantial completion of construction of the building but for a delay caused by us (as defined in the construction addendum). The Lease provides for initial base rent payments of approximately $27,000 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 $7,000 per month, subject to adjustment to actual costs and expense according to provisions of the Lease.

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.


Exhibit No.						Exhibit Title
10.1*						Lease Agreement by and between Phunware, Inc. and Jonsson ATX Warehouse , LLC dated February 15 , 2022 .
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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: March 18, 2022	Phunware, Inc.

	By:	/s/ Matt Aune
		Matt Aune Chief Financial Officer