Phunware Announces Structured Financing Transaction for Issuance of Senior Convertible Notes

Phunware, Inc. (NASDAQ: PHUN) (the “Company”), a fully-integrated enterprise cloud platform for mobile that provides products, solutions, data and services for brands worldwide, announced today that it has entered into a financing transaction for the issuance of a series of senior convertible notes of the Company, in the aggregate original principal amount of $3 million (the “Notes”) with a maturity date of December 31, 2021, pursuant to a Securities Purchase Agreement by and among the Company and an institutional investor (the “Securities Purchase Agreement”). Upon closing of the sale of the Notes (the “Closing”), the Company is expected to receive gross cash proceeds of $2.760 million. Canaccord Genuity acted as sole placement agent (the “Placement Agent”) in the transaction. The Company will receive approximately $2.564 million in net proceeds at Closing, after deducting placement agent fees payable to the Placement Agent and Buyer’s counsel in connection with the transaction. The Company can pay off the Notes either in cash or by selling securities, while holders of the Notes will have the option to convert as desired at $3.00 per share or higher subject to adjustments.

The securities to be sold in the financing transaction have not been registered under the Securities Act of 1933, as amended, or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. The Company has agreed to file a registration statement with the United States Securities and Exchange Commission registering the resale of the shares of common stock issuable upon conversion of the Notes sold in the financing transaction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Safe Harbor Clause and Forward-Looking Statements

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