Phunware (PHUN) files prospectus supplement for $48.5M offering

Phunware (NASDAQ: PHUN) disclosed:

We have previously entered into an At Market Issuance Sales Agreement, or the Sales Agreement, with B. Riley Securities, Inc., or B. Riley, relating to the offer and sale of shares of our Common Stock, par value $0.0001 per share, offered by this prospectus supplement through or to B. Riley as our agent or principal. In accordance with the terms of the Sales Agreement, under this prospectus supplement we may offer and sell shares of our Common Stock having an aggregate offering price of up to $48,537,500.

Sales of our Common Stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. B. Riley is not required to sell any specific amount but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in escrow, trust or similar arrangement.

B. Riley will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the Sales Agreement. The net proceeds, if any, that we receive from the sales of our Common Stock will depend on the number of shares actually sold and the offering price for such shares. See “Plan of Distribution” beginning on page S-12 for additional information regarding the compensation to be paid to B. Riley. In connection with the sale of our Common Stock on our behalf, B. Riley will be deemed to be an underwriter within the meaning of the Securities Act and the compensation of B. Riley will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to B. Riley with respect to certain liabilities, including liabilities under the Securities Act.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” The last reported sales price of our Common Stock on the Nasdaq Capital Market on October 25, 2021 was $7.16 per share.

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