Phunware Announces Pricing of $2.8 Million Public Offering

Phunware, Inc. (Nasdaq: PHUN, “Phunware”), the pioneer of patented Location Based SaaS solutions and other products that offer the only fully integrated enterprise cloud platform for mobile that enables brands to engage, manage and monetize anyone anywhere, today announced the pricing of its public offering of approximately 46.7 million shares of common stock (or pre-funded warrants in lieu thereof) at a price of $0.06 per share. All of the shares of common stock (and pre-funded warrants in lieu thereof) were offered by Phunware pursuant to an effective shelf registration statement on Form S-3 (File No. 333-262461) (the “Registration Statement”).

Roth Capital Partners is acting as sole placement agent for the offering on a reasonable best-efforts basis. The offering is expected to close on or about December 11, 2023, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses payable by Phunware, are expected to be approximately $2.8 million. Phunware intends to use the net proceeds from the sale of shares of common stock (or pre-funded warrants in lieu thereof) for working capital and other general corporate purposes, including expansion of its product initiatives, such as monetizing its patent portfolio, PhunCoin and PhunToken. Phunware may also fund strategic opportunities that may present themselves from time to time but does not have any pending opportunities at this time.

The Registration Statement relating to, among other things, the shares of common stock, the pre-funded warrants and the shares of common stock underlying the pre-funded warrants to be issued in the proposed offering was filed with the Securities and Exchange Commission (the "SEC") on February 1, 2022, and declared effective by the SEC on February 9, 2022. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A preliminary prospectus supplement has been filed, and a final prospectus supplement will be filed, with the SEC and, when available, copies of the preliminary and final prospectus supplement and accompanying base prospectus may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, [phone] or by accessing the SEC's website, www.sec.gov.