Phunware Inc 2024年度报告

FORM 10-K/AAmendment No. 1 (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2023 ☐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) Registrant’s telephone number, including area code512-693-4199 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch 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-accelerated filer,smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ 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 to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect a correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☐ The aggregate market value of voting stock held by non-affiliates of the registrant was $100,674,230 as of June 30,2023, the last business day of the registrant’s most recently completed second fiscal quarter (based on the closingsales price for the common stock on the Nasdaq Capital Market on such date). As of January 14, 2025, 20,170,745 shares of common stock, par value $0.0001 per share, were issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K ofPhunware, Inc. (the “Company”, “we”, “us” or “our”) for the fiscal year ended December 31, 2023, originally filedwith the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2024 (the “Annual Report”) is beingfiled to (1) amend Part I “Item 1A: Risk Factors” to add a risk factor disclosure regarding our characterization of our digital assets, including PhunCoin and PhunToken, and (2) amend and restate Part II “Item 9A: Controls andProcedures” to reflect management’s conclusion that the Company’s disclosure controls and procedures were noteffective at December 31, 2023 due to the material weakness in internal control over financial reporting identifiedby management. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),the certifications required by Rule 13a-14(a) under the Exchange Act are also being filed as exhibits to thisAmendment. This Amendment contains only the cover page, this explanatory note, the additional risk factorincluded in Item 1A, the complete text of Item 9A, the exhibit list, a signature page and the revised certifications. Other than as expressly set forth herein, this Amendment does not, and does not purp