Phunware Inc 2025年度报告

FORM 10-K 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 Securities Act. Yes☐No☒ 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 preceding12 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 be 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-accelerated filer, smaller reporting company, or an emerging growthcompany. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.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 financial statements of the registrant included in the filing reflect acorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant's executive officers during the relevant recovery period 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 Exchange Act).Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the registrant was $63,786,689 as of June 30, 2025, the last business day of the registrant's most recentlycompleted second fiscal quarter (based on the closing sales price for the common stock on the Nasdaq Capital Market on such date). As of March 16, 2026, 20,190,878 shares of common stock, par value $0.0001 per share, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PAGESpecial Note Regarding Forward Looking Statements1Summary of Risk Factors2PART I4Item 1.Business4Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments39Item 1C.Cybersecurity39Item 2.Properties40Item 3.Legal Proceedings40Item 4.Mine Safety Disclosures40PART II41Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities41Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk52Item 8.Financial Statements and Supplementary Data53Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9A.Controls and Procedures81Item 9B.Other Information83Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections83PART III84Item 10.Directors, Executive Officers and Corporate Governance84Item 11.Executive Compensation88Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters96Item 13.Certain Relationships and Related Transactions, and Director Independence98Item 14.Principal Accounting Fees and Services100PART IV101Item 15.Exhibits and Financial Statement Schedules101Item 16.Form 10-K Summary102 "Phunware," and the Phunware design logo and the trademarks or service marks of Phunware, Inc. and its subsidiaries appearing in thisAnnual Report on Form 10-K are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that mayappear in this report are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for thetrademarks used in this Annual Report on Form 10-K. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act