Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.19.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2019
Stockholders' Deficit [Abstract]  
Stockholders' Equity

8. Stockholders' Equity

 

Common Stock

 

Total common stock authorized to be issued as of March 31, 2019 was 1,000,000,000, with a par value of $0.0001 per share. At March 31, 2019 and December 31, 2018, there were 38,363,792 and 27,294,164 shares outstanding, inclusive of 33,102 and 40,707 restricted shares subject to repurchase for unvested shares related to early option exercises under the Company's stock equity plans, respectively.

 

During fiscal year 2018, the Company completed several closings of stock financings resulting in the issuance of 1,085,096 shares for aggregate cash proceeds of $9,565, net of issuance costs.

 

During the first quarter of 2019, the Company issued an aggregate of 11,016,681 shares of common stock related to various cash and cashless (net) exercises of warrants for common stock. Cash exercises for warrants for 617,296 shares of common stock resulted in aggregate gross proceeds of approximately $6,184, of which $5,731 was received in cash, $92 was received in digital currencies, and $361 is recorded as a miscellaneous receivable in prepaid and other current assets due from the Company's transfer agent for proceeds received on our behalf. The Company received these proceeds subsequent to the balance sheet date. Furthermore, there were 12,625,288 warrants exercised under cashless (net) provisions resulting in the issuance of 10,399,385 shares of common stock. See further discussion regarding details of the Company's various warrants below.

 

Dividends

 

Dividends are paid on a when-and-if-declared basis. The Company has not declared any dividends through March 31, 2019.

 

Warrants

 

A summary of the Company's warrant activity by warrant type is as follows: 

 

    Cash Exercise
Price per
    Warrants/UPO's Outstanding
December 31,
    Warrants issued
for UPO
    Warrants/UPO's Exercised     Warrants Outstanding
March 31,
 
Warrant Type   share     2018     exercises     Cash     Cashless     2019  
                                     
Common stock warrant (Series D-1)   $ 5.54       14,866       -       -       -       14,866  
Common stock warrants (Series F)   $ 9.22       1,085,059       -       (400,740 )     (306,917 )     377,402  
Public Warrants (PHUNW)   $ 11.50       6,900,610       -       -       (3,798,678 )     3,101,932  
Private Placement Warrants   $ 11.50       10,182,060       -       (216,556 )     (8,297,693 )     1,667,811  
                                                 
Unit Purchase Options (UPO's)   $ 11.50       130,000       -       -       (130,000 )     -  
Unit Purchase Option Warrants   $ 11.50               116,172       -       (92,000 )     24,172  
Total             18,312,595       116,172       (617,296 )     (12,625,288 )     5,186,183  

 

In 2012, the Company issued a warrant to purchase an aggregate of 14,866 shares of the Company's common stock with an exercise price of $5.54 per share to a banking institution with which the Company previously had a revolving line of credit. The term of the warrant is the earlier of (i) the tenth anniversary of the date of issuance, (ii) the closing of the initial registered public offering of the Company's common stock, or (iii) the closing of an acquisition (as defined in the warrant) where the consideration consisting of cash or publicly traded securities payable in connection with the acquisition for each share is at least three (3) times the exercise price. The Reverse Merger and Acquisition did not trigger an expiration of the warrant pursuant to term (ii) or (iii) above. These warrants are fully vested.

 

In 2018, but prior to the Reverse Merger and Recapitalization, the Company issued warrants to purchase an aggregate of 1,085,059 shares of the Company's common stock with an exercise price of $9.22 per share. The term of the warrants is the earlier of (i) the fifth anniversary of the date of issuance, (ii) an acquisition, merger, or consolidation of the Company or a sale, lease or other disposition of all or substantially all of the assets of Phunware and its subsidiaries, except (a) any sale of stock for capital raising purposes, (b) purpose of changing the Company's state of incorporation, and (c) where the shareholders of Phunware immediately before such transaction retain at least a majority of the voting power immediately following such transaction; or (iii) immediately prior to an initial public offering. The Reverse Merger and Acquisition did not trigger an expiration of the warrant pursuant to term (ii) or (iii) above. These warrants are fully vested.

 

The Company has common stock warrants trading under the Nasdaq ticker symbol PHUNW (the "Public Warrants"). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act to register the shares of common stock underlying the Public Warrants, following the completion of the Reverse Merger and Recapitalization. Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. No fractional shares will be issued upon exercise of the Public Warrants. As of December 31, 2018, the Public Warrants were not exercisable; however, the Public Warrants became exercisable for cash 30 days after the completion of the Reverse Merger and Recapitalization.  An effective registration statement was not on file with the SEC covering the shares of common stock issuable upon exercise of the Public Warrants within 90 days from the consummation the Reverse Merger and Recapitalization. As a result, until such time as there is an effective registration statement and during any period when we have failed to maintain an effective registration statement, holders may exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of the Reverse Merger and Recapitalization or earlier upon redemption or liquidation.

 

The Company also has Private Placement Warrants outstanding (the "Private Placement Warrants"). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. The Private Placement Warrants became exercisable 30 days after the completion of the Reverse Merger and Recapitalization. The Private Placement Warrants are exercisable for cash (even if a registration statement covering the common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder's option and will not be redeemable in each case so long as they are still held by the initial purchasers or their affiliates.

 

Unit Purchase Option

 

The Company sold to the underwriters for its initial public offering in 2016 an option to purchase up to a total of 130,000 units, at an exercise price of $11.50 per unit. The units are comprised of one share of common stock and one warrant to purchase common stock. The unit purchase option may be exercised for cash or on a cashless basis, at the holder's option, at any time during the period commencing on the closing of the Reverse Merger and Recapitalization and terminating on the fifth anniversary of the Reverse Merger and Recapitalization. The units issuable upon exercise of this option are identical to those offered in the Company's initial public offering in 2016. The unit purchase option may be exercised for cash or on a "cashless" basis, at the holder's option, such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without the payment of cash.

 

PhunCoin Warrant

 

In 2018, the Company issued warrants to receive an aggregate of approximately 27.4 billion PhunCoins to sixty-eight (68) stockholders. Should the Company complete a Token Generation Event, the stockholders would receive their requisite amount of PhunCoin. The Company believes there is no traditional "exercise period" or 'term" as with other typical embedded features, and the PhunCoin warrants were originally issued in conjunction with the Company's Series F Preferred Stock financing. The PhunCoin warrants lack characteristics of financial instruments and derivatives. In addition, the PhunCoin warrants do not obligate the Company to achieve the Token Generation Event or launch and distribute the PhunCoins to the warrantholders.  Currently, there is no market for PhunCoin, and they do not exist. Accordingly, at the time of the issuance, the Company has determined there is no value assigned to the warrants of PhunCoin issued to the stockholders.