Phunware Inc 2025年季度报告

FORM 10-Q/AAmendment No. 1 ☐QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended September 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _____________ to _______________ Commission file number: 001-37862 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware30-1205798(State or other jurisdiction of(I.R.S. Employer incorporation or organization) 1002 West Avenue, Austin, Texas78701(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:512-693-4199 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 sharePHUNThe NASDAQ Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large acceleratedfiler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ As of January 14, 2025, 20,170,745 shares of common stock, par value $0.0001 per share, were outstanding. Table of Contents EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q ofPhunware, Inc. (the “Company”, “we”, “us” or “our”) for the quarterly period ended September 30, 2024,originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2024 (the“Quarterly Report”) is being filed to amend and restate (i) Part I Item 2 “Management’s Discussion and Analysisof Financial Condition and Results of Operations” to include disclosure regarding our recent initiatives to applyartificial intelligence technology in the Company’s business in the “Overview” section, and (ii) Part II Item 1A“Risk Factors” to include a risk factor addressing risks specific to the Company’s use of, and reliance upon,artificial intelligence technology. As required by Rule 12b-5 under the Securities Act of 1934, as amended (the “Exchange Act”), the certificationsrequired by Rule 13a-14(a) under the Exchange Act are also being filed as exhibits to this Amendment. ThisAmendment contains only the cover page, this explanatory note, the complete amended text of Part I Item 2“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the completeamended text of Part II, Item 1A “Risk Factors”, the exhibit list, a signature page, and the revised certifications. Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update orrestate the information in the Quarterly Report or reflect any events that have occurred after the Quarterly Reportwas initially filed. Information not affected by this Amendment remains unchanged and reflects the disclosuresmade at the time as of which the Quarterly Report was originally filed. This Amendment should be read togetherwith the Quarterly Report and the Company’s other filings with the SEC. Table of Contents TABLE OF CONTENTS PAGEPART IFINANCIAL INFORMATION1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1PART IIOTHER INFORMATION12Item 1A.Risk Factors12Item 6.Exhibits13Signatures14 Table of Contents PART I - FINANCIAL INFORMATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations References in this section to “we,” “us,” “our,” or “the Company” refer to Phunware, Inc. References to“management” or “management team” refer to our officers and directors. The following discussion and analysis of our financial co