PHUNW / Phunware Inc - Warrants (11/08/2021) - Documents déposés auprès de la SEC, rapport annuel, procuration

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FORM 8-K Item 1.02 Termination of a Material Definitive Agreement.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Phunware Reports Second Quarter 2025 Financial Results Delivers Strong First Half with Key Product Milestones and Customer Momentum Strong Liquidity Powering New Technology Improvements, AI Integration and Corporate Initiatives

Phunware Reports Second Quarter 2025 Financial Results Delivers Strong First Half with Key Product Milestones and Customer Momentum Strong Liquidity Powering New Technology Improvements, AI Integration and Corporate Initiatives AUSTIN, Texas – August 8, 2025 – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHU

FORM 8-K Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Number

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Number

Letter from Marcum LLP addressed to the Securities and Exchange Commission, dated July 28, 2025

Exhibit 16.1 July 28, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Phunware, Inc. under Item 4.01 of its Form 8-K dated July 23, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Phunware, Inc. contained therein. Very tr

Phunware Announces Updates to Senior Leadership Team Jeremy Krol Appointed as Interim Chief Executive Officer and Rahul Mewawalla Appointed as Executive Chairman and Chief AI Architect

Phunware Announces Updates to Senior Leadership Team Jeremy Krol Appointed as Interim Chief Executive Officer and Rahul Mewawalla Appointed as Executive Chairman and Chief AI Architect AUSTIN, TX – July 14, 2025 – Phunware, Inc.

Confidential Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated July 14, 2025 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on July 17, 2025).

EXECUTION COPY CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of July 14, 2025 (this "Agreement") is entered into by and between Jeremy Krol ("Executive") and Phunware, Inc.

Executive Chairman and Chief AI Architect Agreement by and between Phunware, Inc. and Rahul Mewawalla effective July 14, 2025

EXECUTIVE CHAIRMAN AND CHIEF AI ARCHITECT AGREEMENT This EXECUTIVE CHAIRMAN AND CHIEF AI ARCHITECT AGREEMENT (this “Agreement”) is made effective as of July 14, 2025 (the “Effective Date”) and is by and between Rahul Mewawalla (the “Executive”) and Phunware, Inc.

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 7.01 Regulation FD Disclo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PH

Filing Fee Table.

Calculation of Filing Fee Tables FORM S-8 (Form Type) PHUNWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(3) Proposed Maximum Offering Price (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2018 Plan Common Stock, par value $0.0001 per

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

Phunware Reports First Quarter 2025 Financial Results New Customer Launches Drive 40% Revenue Growth for Software Subscriptions and Services Strong Balance Sheet of $109.7 Million Powering R&D Activities in AI-Driven Customer Platform and Corporate I

Phunware Reports First Quarter 2025 Financial Results New Customer Launches Drive 40% Revenue Growth for Software Subscriptions and Services Strong Balance Sheet of $109.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 06, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862

List of Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of the Registrant Subsidiaries: Phunware OpCo, Inc. (EIN: 26-4413774) Lyte Technology, Inc. GoTV Networks, Inc. (Delaware corporation) Taurus Merger Company, LLC (Delaware corporation) GoTV Studios, LLC (California LLC) Phunware NL Cooperatief U.A. SendDroid, LLC (Delaware LLC) Simplikate Systems LLC (Delaware LLC) 30 Second Software, Inc. (Delaware corporation) C

Insider Trading Policy.

Exhibit 19.1 PHUNWARE, INC. INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Securities Effective as of December 26, 2018 Updated: March 1, 2025 TABLE OF CONTENTS Page INTRODUCTION 1 Legal prohibitions on insider trading 1 Detection and prosecution of insider trading 1 Penalties for violation of insider trading laws and this Policy 1 Compliance Officers 2 Reporting vio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant   o Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant   o Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Sta

Phunware Reports Full Year 2024 Financial Results Fortified Balance Sheet of $113.0 Million Enables Company to continue R&D activities in AI-Driven Customer Platform in other Corporate Initiatives 2024 Annual Meeting of Stockholders Scheduled for May

Phunware Reports Full Year 2024 Financial Results Fortified Balance Sheet of $113.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 05, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Phunware Appoints Quyen Du to Board of Directors 25-Year Corporate Strategy & Development Executive at Fortune 500 Consumer Brands to Advance Company’s New Strategic Growth Initiatives

Phunware Appoints Quyen Du to Board of Directors 25-Year Corporate Strategy & Development Executive at Fortune 500 Consumer Brands to Advance Company’s New Strategic Growth Initiatives AUSTIN, Texas - March 4, 2025 - Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

Confidential Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated January 31, 2025 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on February 6, 2025).

EXECUTION COPY CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of January 31, 2025 (this "Agreement") is entered into by and between Jeremy Krol ("Executive") and Phunware, Inc.

January 15, 2025

2728 N. Harwood Street 214.745.5400 office Suite 500 214.745.5390 fax Dallas, TX 75201 winstead.com January 15, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Phunware, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 10-Q for the Quarter Ended September 30, 2024 Response dated December 18, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (

December 18, 2024

2728 N. Harwood Street 214.745.5400 office Suite 500 214.745.5390 fax Dallas, TX 75201 winstead.com December 18, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Phunware, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 10-Q for the Quarter Ended September 30, 2024 File No. 001-37862 Ladies an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3786

Phunware Reports Third Quarter 2024 Financial Results

Phunware Reports Third Quarter 2024 Financial Results AUSTIN, Texas, November 7, 2024 (GLOBE NEWSWIRE) - Phunware, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 6, 2024

2728 N. Harwood Street 214.745.5400 office Suite 500 214.745.5390 fax Dallas, TX 75201 winstead.com November 6, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Phunware, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Response dated September 23, 2024 File No. 001-37862 Ladies and Gentlemen: On be

Settlement Agreement and Mutual Release by and among all underwriters at Lloyd's, London, Phunware, Inc., and certain individual defendants

SETTLEMENT agreement AND mutual RELEASE This Settlement Agreement and Mutual Release (“Agreement”) by and among all of the Underwriters at Lloyd’s, London which subscribed to Policy No.

Confidential Settlement Agreement by and between Wild Basin Investments LLC, et al. v. Phunware, Inc. et al.

CONFIDENTIAL SETTLEMENT AGREEMENT This Confidential Settlement Agreement (this “Agreement”) dated as of September , 2024 (the “Effective Date”), by and among Gene Marshall Betts Revocable Trust Dated 12/18/2001, by and through Gene Marshall Betts, Trustee; Wild Basin Investments LLC; Richard F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Phunware, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate (3) Amount of Registration Fee Newly Registered Secu

Up to $171,520,779 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 AMENDMENT NO. 1 DATED November 1, 2024 to the Prospectus Supplement dated June 4, 2024 And Prospectus dated February 9, 2022 Up to $171,520,779 of Common Stock This Amendment No. 1 to Prospectus Supplement (this “Amendment”), amends our prospectus supplement dated June 4, 2024 (the “Prospectus Supplement”). This Amendment should be read

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Nu

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

Amended and Restated Equity Distribution Agreement dated November 1, 2024, by and between Phunware, Inc. and Canaccord Genuity LLC, as representative of the several agents.

PHUNWARE, INC. $171,520,779 AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT November 1, 2024 Canaccord Genuity LLC As representative of the several Agents 99 High Street, 12th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement, dated as of June 4, 2024 (the “Original Agreement”), by and among Phunware, Inc., a Delaware corporation (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

Confidential Separation and General Release Agreement by and between Phunware, Inc. and Michael Snavely dated October 22, 2024

EXECUTION COPY CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT This CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT (this "Agreement"), by and between Phunware, Inc.

Confidential Employment Agreement by and between Phunware, Inc. and Stephen Chen dated October 22, 2024

EXECUTION COPY CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of October 22, 2024 (this "Agreement") is entered into by and between Stephen Chen ("Executive") and Phunware, Inc.

Phunware Announces Retirement of CEO Mike Snavely and Appoints Stephen Chen as Interim CEO

FOR IMMEDIATE RELEASE Phunware Announces Retirement of CEO Mike Snavely and Appoints Stephen Chen as Interim CEO Austin, TX — October 24, 2024 — Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 Phunware Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37862 30-1205798 (State or Other Jurisdiction of Incorporation) (Commission File Num

Phunware Issues Letter to Stockholders and Announces Business Update Phunware Announces Next Generation AI-Driven SaaS Platform Targets expansion into the Global Mobile App Market expected to exceed $420 Billion by 2028

Phunware Issues Letter to Stockholders and Announces Business Update Phunware Announces Next Generation AI-Driven SaaS Platform Targets expansion into the Global Mobile App Market expected to exceed $420 Billion by 2028 Austin, TX - October 16, 2024 - Phunware, Inc.

Leading Provider of Enterprise Cloud Solutions for Mobile Applications NASDAQ: PHUN Investor Presentation October 2024

Leading Provider of Enterprise Cloud Solutions for Mobile Applications NASDAQ: PHUN Investor Presentation October 2024 This presentation includes forward-looking statements.

September 23, 2024

2728 N. Harwood Street 214.745.5400 office Suite 500 214.745.5390 fax Dallas, TX 75201 winstead.com September 23, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Phunware, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Response dated August 5, 2024 File No. 001-37862 Ladies and Gentlemen: On beha

Phunware, Inc. Presentation Slides

Exhibit 99.2

Press Release dated September 3, 2024, titled “Phunware to Present at H.C. Wainwright 26th Annual Global Investment Conference”

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2024 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2024 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2024 PHUNWARE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2024 PHUNWARE, INC.

Phunware Reports Second Quarter 2024 Financial Results Second quarter SaaS bookings increase 623% compared to the second quarter of 2023

Exhibit 99.1 Phunware Reports Second Quarter 2024 Financial Results Second quarter SaaS bookings increase 623% compared to the second quarter of 2023 AUSTIN, TX, August 8, 2024 – Phunware, Inc. (“Phunware” or the “Company”) (NASDAQ: PHUN), the mobile experience platform that guides your customers through every step of their journey with you, announces its financial results for the quarter ended Ju

August 5, 2024

2728 N. Harwood Street 214.745.5400 office Suite 500 214.745.5390 fax Dallas, TX 75201 winstead.com August 5, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Phunware, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Response dated May 28, 2024 File No. 001-37862 Ladies and Gentlemen: On behalf of

July 15, 2024

July 15, 2024 Matthew Derby Megan Akst Kathleen Collins Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2024 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2024 PHUNWARE, INC.

Up to $120,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 9, 2022) Up to $120,000,000 of Common Stock We have entered into an Equity Distribution Agreement relating to the offer and sale of shares of our common stock, par value $0.0001 per share (the “Common Stock”), offered by this prospectus supplement through Canaccord Genuity LLC, as r

Phunware Updates Announcement of “At-the-Market” Equity Offering Program

Exhibit 99.1 Phunware Updates Announcement of “At-the-Market” Equity Offering Program June 04, 2024 4:30pm EDT *This release is a revised version of the announcement distributed at 8:30am EDT on June 04, 2024 by Phunware, Inc.* AUSTIN, Texas, June 04, 2024 (GLOBE NEWSWIRE) — Phunware, Inc. (Nasdaq: PHUN, “Phunware” or the “Company”) today announced that it has filed a prospectus supplement to its

Amendment to Securities Purchase Agreement dated effective June 3, 2024

Exhibit 10.1 Amendment to Securities Purchase Agreement This Amendment to Securities Purchase Agreement (the “Amendment”) is entered into effective on June 3, 2024 (the “Effective Date”), by and among Phunware, Inc., a Delaware corporation (the “Company”), Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) and L1 Capital Global Opportunities Master Fund (together with Sabby, the “Majority Purcha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2024 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2024 PHUNWARE, INC.

Equity Distribution Agreement dated June 4, 2024, by and between Phunware, Inc. and Canaccord Genuity LLC, as representative of the several agents.

Exhibit 1.1 PHUNWARE, INC. $120,000,000 EQUITY DISTRIBUTION AGREEMENT June 4, 2024 Canaccord Genuity LLC As representative of the several Agents 99 High Street, 12th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Phunware, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as representative of the several sales

May 28, 2024

Austin | Charlotte | Dallas | Fort Worth | Houston | New York | San Antonio | The Woodlands May 28, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exact n

Phunware Reports Significant Improvement in First Quarter 2024 Financial Results

Phunware Reports Significant Improvement in First Quarter 2024 Financial Results AUSTIN, Texas, May 9, 2024 – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2024 PHUNWARE, INC. (Exact n

13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2024 PHUNWARE, INC.

Executive Incentive Compensation Recoupment Policy

PHUNWARE, INC. EXECUTIVE COMPENSATION RECOVERY POLICY 1.Purpose. The Board of Directors (the “Board”) of Phunware, Inc., a Delaware corporation (the “Company”) has adopted this Executive Compensation Recovery Policy (as amended from time to time, the “Policy”) as of March 6, 2024 (the “Adoption Date”). The purpose of this Policy is to describe the circumstances in which Covered Officers will be re

List of Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of the Registrant Subsidiaries: Phunware OpCo, Inc. (EIN: 26-4413774) Lyte Technology, Inc. GoTV Networks, Inc. (Delaware corporation) Taurus Merger Company, LLC (Delaware corporation) GoTV Studios, LLC (California LLC) Rain Acquisition, LLC Rain – US LLC Phunware NL Cooperatief U.A. SendDroid, LLC (Delaware LLC) Simplikate Systems LLC (Delaware LLC) 30 Second Sof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (E

Phunware, Inc. 2023B Inducement Plan.

PHUNWARE, INC. 2023B INDUCEMENT PLAN 1. Purpose The purpose of this Phunware, Inc. 2023B Inducement Plan (the “Plan”) is to advance the interests of Phunware, Inc., a Delaware corporation, and its Subsidiaries (hereinafter collectively “Phunware” or the “Corporation”), by allowing the Corporation to secure and retain the services of eligible award recipients, provide a material inducement for such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2024 PHUNWARE, INC. (Exact

13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2024 PHUNWARE, INC.

Settlement Agreement and Release of Claims dated March 5, 2024, by an between Phunware, Inc. and Wilson Sonsini Goodrich & Rosati, PC (Incoporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on March 14, 2024).

phunware-wsgrsettlementa Settlement Agreement and Release of Claims.v3 Page 1 of 4 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement And Release of Claims (“Agreement”) is entered into by and between Phunware, Inc. (“Phunware”) on the one hand, and Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) on the other. Phunware and WSGR are collectively referred to as

Phunware Reports Full Year 2023 Financial Results

Phunware Reports Full Year 2023 Financial Results AUSTIN, Texas, March 12, 2024 – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2024 PHUNWARE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2024 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2024 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2024 PHUNWARE, INC.

Certificate of Amendment to the Certificate of Incorporation filed February 23, 2024 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 00-37862) filed with the SEC on February 28, 2024.)

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PHUNWARE, INC. Phunware, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corporation is Phunware, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of St

February 23, 2024

February 23, 2024 Phunware Announces Reverse Stock Split AUSTIN, Texas, Feb. 23, 2024 (GLOBE NEWSWIRE) - Phunware, Inc. (Nasdaq: PHUN, “Phunware” or the “Company”), 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 that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2024 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2024 PHUNWARE, INC.

Form of Securities Purchase Agreement dated as of February 7, 2024 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on February 9, 2024).

EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2024, between Phunware, Inc.

February 7, 2024

February 7, 2024 Phunware Launches Proposed Public Offering of Securities AUSTIN, Texas, Feb.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2024 PHUNWARE, INC.

Phunware Announces Pricing of $10.0 Million Public Offering

Phunware Announces Pricing of $10.0 Million Public Offering AUSTIN, Texas-(BUSINESS WIRE)- February 7, 2024, 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 it

Placement Agency Agreement dated February 7, 2024, by and between Phunware, Inc. and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on February 9, 2024).

EXECUTION VERSION PLACEMENT AGENCY AGREEMENT February 7, 2024 Phunware, Inc. 1002 West Avenue, Austin, TX 78701 Attn: Michael Snavely, Chief Executive Officer Dear Mr. Snavely: This letter agreement (this “Agreement”) constitutes the agreement between Roth Capital Partners, LLC (the “Placement Agent”) and Phunware, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve

40,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 9, 2022) 40,000,000 Shares of Common Stock This is a public offering of 40,000,000 shares of our common stock, par value $0.0001 per share ("Common Stock"), at a price of $0.25 per share to investors pursuant to this prospectus supplement and the accompanying prospectus. Our Common

SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2024

This preliminary prospectus supplement and accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

PHUN / Phunware, Inc. / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Phunware, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71948P100 (CUSIP Number) January 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Ru

PHUN / Phunware, Inc. / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Phunware, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71948P100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2024 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2024 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2024 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2024 PHUNWARE, INC.

Form of Securities Purchase Agreement dated as of January 18, 2024 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on January 23, 2024).

EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2024, between Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2024 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2024 PHUNWARE, INC.

Phunware Announces Pricing of $5.6 Million Registered Direct Offering

Phunware Announces Pricing of $5.6 Million Registered Direct Offering Austin, Texas – January 19, 2024 – 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 that it has entered i

Form of Pre-Funded Warrant

PHUNWARE, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Warrant Shares: Initial Exercise Date: January , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini

Placement Agency Agreement dated January 16, 2024, by and between Phunware, Inc. and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on January 23, 2024).

EXECUTION VERSION PLACEMENT AGENCY AGREEMENT January 18, 2024 Phunware, Inc. 1002 West Avenue, Austin, TX 78701 Attn: Troy Reisner, Chief Financial Officer Dear Mr. Reisner: This letter agreement (this “Agreement”) constitutes the agreement between Roth Capital Partners, LLC (the “Placement Agent”) and Phunware, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as

Phunware, Inc. 2023 Inducement Plan.

PHUNWARE, INC. 2023 INDUCEMENT PLAN 1. Purpose The purpose of this Phunware, Inc. 2023 Inducement Plan (the “Plan”) is to advance the interests of Phunware, Inc., a Delaware corporation, and its Subsidiaries (hereinafter collectively “Phunware” or the “Corporation”), by allowing the Corporation to secure and retain the services of eligible award recipients, provide a material inducement for such i

As filed with the Securities and Exchange Commission on January 22, 2024

As filed with the Securities and Exchange Commission on January 22, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

Filing Fee Table.

Calculation of Filing Fee Tables FORM S-8 (Form Type) PHUNWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(3) Proposed Maximum Offering Price (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2018 Plan Common Stock, par value $0.0001 per s

Form of Restricted Stock Unit Award Agreement under the 2023B Inducement Plan.

PHUNWARE, INC. 2023B INDUCEMENT PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS The capitalized terms used but not otherwise defined herein shall have the same meanings as in the Phunware, Inc. 2023B Inducement Plan (the “Plan”). Name (“Participant): Address: The undersigned Participant has been granted the right to receive an award of Restricted Stock Units (“RSUs”) of Phunware, Inc. (the “Corpora

Form of Restricted Stock Unit Award Agreement under the 2023 Inducement Plan.

PHUNWARE, INC. 2023 INDUCEMENT PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS The capitalized terms used but not otherwise defined herein shall have the same meanings as in the Phunware, Inc. 2023 Inducement Plan (the “Plan”). Name (“Participant): Address: The undersigned Participant has been granted the right to receive an award of Restricted Stock Units (“RSUs”) of Phunware, Inc. (the “Corporati

Phunware, Inc. 2023B Inducement Plan.

PHUNWARE, INC. 2023B INDUCEMENT PLAN 1. Purpose The purpose of this Phunware, Inc. 2023B Inducement Plan (the “Plan”) is to advance the interests of Phunware, Inc., a Delaware corporation, and its Subsidiaries (hereinafter collectively “Phunware” or the “Corporation”), by allowing the Corporation to secure and retain the services of eligible award recipients, provide a material inducement for such

54,800,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,200,000 Shares of Common Stock 1,200,000 Shares of Common Stock Underlying the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 9, 2022) 54,800,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,200,000 Shares of Common Stock 1,200,000 Shares of Common Stock Underlying the Pre-Funded Warrants We are offering pursuant to this prospectus supplement and the accompanying prospectus 54,800,000 share

Phunware Announces Pricing of $7.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Phunware Announces Pricing of $7.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Austin, Texas – January 16, 2024 – 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 anywher

Form of Pre-Funded Warrant

PHUNWARE, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Warrant Shares: Initial Exercise Date: January , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini

Placement Agency Agreement dated January 16, 2024, by and between Phunware, Inc. and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on January 18, 2024).

EXECUTION VERSION PLACEMENT AGENCY AGREEMENT January 16, 2024 Phunware, Inc. 1002 West Avenue, Austin, TX 78701 Attn: Michael Snavely, Chief Executive Officer Dear Mr. Snavely: This letter agreement (this “Agreement”) constitutes the agreement between Roth Capital Partners, LLC (the “Placement Agent”) and Phunware, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 16, 2024 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 16, 2024 PHUNWARE, INC.

Form of Securities Purchase Agreement dated as of January 16, 2024 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on January 18, 2024).

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2024, between Phunware, Inc.

40,000,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 47,500,000 Shares of Common Stock 47,500,000 Shares of Common Stock Underlying the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 9, 2022) 40,000,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 47,500,000 Shares of Common Stock 47,500,000 Shares of Common Stock Underlying the Pre-Funded Warrants We are offering pursuant to this prospectus supplement and the accompanying prospectus 40,000,000 sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 3, 2024 PHUNWARE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 3, 2024 PHUNWARE, INC.

PHUN / Phunware, Inc. / SABBY MANAGEMENT, LLC - PHUN 13G 1.04.24 Passive Investment

SC 13G 1 phun0124.txt PHUN 13G 1.04.24 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Phunware, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 71948P100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2023 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2023 PHUNWARE, INC.

PHUN / Phunware Inc / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SC 13G 1 l1cap13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Phunware, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71948P100 (CUSIP Number) December 9, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Placement Agency Agreement dated December 7, 2023, by and between Phunware, Inc. and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on December 11, 2023).

EXECUTION VERSION PLACEMENT AGENCY AGREEMENT December 7, 2023 Phunware, Inc. 1002 West Avenue, Austin, TX 78701 Attn: Michael Snavely, Chief Executive Officer Dear Mr. Snavely: This letter agreement (this “Agreement”) constitutes the agreement between Roth Capital Partners, LLC (the “Placement Agent”) and Phunware, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve

Form of Pre-Funded Warrant

PHUNWARE, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Warrant Shares: Initial Exercise Date: November , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “In

Phunware Launches Proposed Public Offering of Securities

Phunware Launches Proposed Public Offering of Securities Austin, Texas – December 6, 2023 – Phunware, Inc.

Form of Securities Purchase Agreement dated as of December 7, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on December 11, 2023).

EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2023, between Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2023 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2023 PHUNWARE, INC.

Phunware Announces Pricing of $2.8 Million Public Offering

Phunware Announces Pricing of $2.8 Million Public Offering Austin, Texas – December 7, 2023 – 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 offeri

Phunware Announces Closing of $2.8 Million Public Offering

Phunware Announces Closing 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 that it closed its previously announced public offering of approxim

33,215,334 Shares of Common Stock and Pre-Funded Warrants to Purchase 13,451,333 Shares of Common Stock 13,451,333 Shares of Common Stock Underlying the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 9, 2022) 33,215,334 Shares of Common Stock and Pre-Funded Warrants to Purchase 13,451,333 Shares of Common Stock 13,451,333 Shares of Common Stock Underlying the Pre-Funded Warrants This is a public offering of 33,215,334 shares of our common stock, par value $0.0001 per share ("Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2023 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2023 PHUNWARE, INC.

SUBJECT TO COMPLETION, DATED DECEMBER 6, 2023

This preliminary prospectus supplement and accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

Acknowledgement and Agreement effective December 6, 2023 by and between Phunware, Inc. and Streeterville Capital, LLC. (Incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on December 6, 2023).

EXECUTION COPY ACKNOWLEDGMENT AND AGREEMENT This Acknowledgment and Agreement (this "Agreement") is entered into as of December 5, 2023 by and between Streeterville Capital, LLC, a Utah limited liability company ("Lender"), and Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2023 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2023 PHUNWARE, INC.

Lease Termination Agreement, dated November 9, 2023, between Phunware, Inc. and Jonsson ATX Warehouse, LLC (Incorporated by reference to Exhibit 10.5 of the Registrant's Form

LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this "Agreement") is entered into effective as of the 9th day of November, 2023 (the "Effective Date"), by and between JONSSON ATX WAREHOUSE, LLC, a Texas limited liability company ("Landlord"), and PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exa

Phunware Reports Third Quarter 2023 Financial Results

Phunware Reports Third Quarter 2023 Financial Results AUSTIN, Texas, November 9, 2023 – Phunware, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2023 PHUNWARE, INC.

Phunware Announces Wind Down of Lyte Technology’s Operations to Reinforce Core Mission

Phunware Announces Wind Down of Lyte Technology’s Operations to Reinforce Core Mission AUSTIN, TX, November 1, 2023 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant   o Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Sta

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant   o Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant   o Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Sta

Confidential Employment Agreement by and between Phunware, Inc. and Mike Snavely dated October 25, 2023 (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on October 26, 2023).

CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of October 25, 2023 (this “Agreement”) is entered into by and between Mike Snavely (“Executive”) and Phunware, Inc.

Phunware Provides Corporate Update

Phunware Provides Corporate Update AUSTIN, TX, October 26, 2023 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

Confidential Separation, Consulting and General Release Agreement by and between Phunware, Inc. and Russell Buyse dated October 25, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on October 26, 2023).

CONFIDENTIAL SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT This CONFIDENTIAL SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT, dated as of October 25, 2023 (this "Agreement"), by and between Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2023 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2023 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2023 PHUNWARE, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 1, 2023 PHUNWARE, INC.

Phunware Appoints Mike Snavely as Chief Revenue Officer

Phunware Appoints Mike Snavely as Chief Revenue Officer AUSTIN, TX, September 8, 2023 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

Confidential Employment Agreement by and between Phunware, Inc. and Mike Snavely dated September 5, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on September 8, 2023).

EXECUTION COPY CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of September 5, 2023 (this “Agreement”) is entered into by and between Mike Snavely (“Executive”) and Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2023 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2023 PHUNWARE, INC.

Purchase Agreement, dated August 22, 2023, by and between Phunware, Inc. and Lincoln Park Capital Fund, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on August 23, 2023).

Execution Version PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of August 22, 2023, by and between PHUNWARE, INC.

Registration Rights Agreement, dated as of August 22, 2023, by and between Phunware, Inc. and Lincoln Park Capital Fund, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on August 23, 2023).

Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and between PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2023 PHUNWARE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2023 PHUNWARE, INC.

Up to $30,000,000 and 2,040,755 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262461 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 9, 2022) Up to $30,000,000 and 2,040,755 Shares of Common Stock This prospectus supplement relates to the issuance and sale of shares of our common stock, par value $0.0001 per share, that we may sell to Lincoln Park Capital Fund, LLC ("Lincoln Park"), from time to time pursuant to

Phunware, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-Q (File No. 001-37862) filed with the SEC on Nov

PHUNWARE, INC. 2023 INDUCEMENT PLAN 1. Purpose The purpose of this Phunware, Inc. 2023 Inducement Plan (the “Plan”) is to advance the interests of Phunware, Inc., a Delaware corporation, and its Subsidiaries (hereinafter collectively “Phunware” or the “Corporation”), by allowing the Corporation to secure and retain the services of eligible award recipients, provide a material inducement for such i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exact na

Amendment to Promissory Note by and between Phunware, Inc. and Streeterville Capital, LLC.

AMENDMENT TO PROMISSORY NOTE This Amendment to Promissory Note (this “Amendment”) is entered into effective as of August 1, 2023, (the “Amendment Date”), by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Phunware, Inc.

Phunware Reports Second Quarter 2023 Financial Results

Phunware Reports Second Quarter 2023 Financial Results AUSTIN, Texas, August 10, 2023 – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2023 PHUNWARE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 PHUNWARE, INC.

Phunware Announces Strategic Cost Saving Measures to Accelerate Path to Profitability

Phunware Announces Strategic Cost Saving Measures to Accelerate Path to Profitability AUSTIN, TX, July 20, 2023 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2023 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2023 PHUNWARE, INC.

Confidential Separation, Transition, and General Release Agreement by and between Phunware, Inc. and Matt Aune dated June 2, 2023. (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on June 8, 2023).

EXECUTION COPY CONFIDENTIAL SEPARATION, TRANSITION AND GENERAL RELEASE AGREEMENT This CONFIDENTIAL SEPARATION, TRANSITION AND GENERAL RELEASE AGREEMENT, dated as of June 2, 2023 (this "Agreement"), by and between Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2023 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2023 PHUNWARE, INC.

Phunware Announces CFO Transition

Phunware Announces CFO Transition AUSTIN, TX, June 2, 2023 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

Confidential Employment Agreement by and between Phunware, Inc. and Troy Reisner dated June 2, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on June 2, 2023).

EXECUTION COPY CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of June 2, 2023 (this “Agreement”) is entered into by and between Troy Reisner (“Executive”) and Phunware, Inc.

Phunware Announces CFO Transition

Phunware Announces CFO Transition AUSTIN, TX, June 2, 2023 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2023 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exact n

Phunware Reports First Quarter 2023 Financial Results

Phunware Reports First Quarter 2023 Financial Results AUSTIN, Texas, May 11, 2023 – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 PHUNWARE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 13, 2023 PHUNWARE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 13, 2023 PHUNWARE, INC.

Amended and Restated Employment Agreement by and between Phunware, Inc. and Chris Olive

PHUNWARE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of April 1, 2022 (the “Effective Date”), by and between Phunware, Inc. (the “Company”), and Chris Olive (“Executive”). WHEREAS, the Company and Executive entered into that certain Employment Agreement (the “Original Agreement”), effective as of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (E

List of Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of the Registrant Subsidiaries: Phunware OpCo, Inc. (EIN: 26-4413774) Lyte Technology, Inc. GoTV Networks, Inc. (Delaware corporation) Taurus Merger Company, LLC (Delaware corporation) GoTV Studios, LLC (California LLC) Rain Acquisition, LLC Rain – US LLC Phunware NL Cooperatief U.A. SendDroid, LLC (Delaware LLC) Simplikate Systems LLC (Delaware LLC) 30 Second Sof

Amended and Restated Employment Agreement by and between Phunware, Inc. and Matt Lull (Incorporated by reference to Exhibit 10.44 of the Registrant's Form 10-K (File No. 001-37862), filed with the SEC on March 31, 2023).

PHUNWARE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of April 18, 2022 (the “Effective Date”), by and between Phunware, Inc. (the “Company”), and Matt Lull (“Executive”). WHEREAS, the Company and Executive entered into that certain Employment Agreement (the “Original Agreement”), effective as of the E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2023 PHUNWARE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2023 PHUNWARE, INC.

Phunware Reports Full Year 2022 Financial Results

Phunware Reports Full Year 2022 Financial Results AUSTIN, Texas, March 23, 2023 – Phunware, Inc.

Phunware Announces Inducement Grant under Nasdaq Listing Rule 5635(c)(4)

Phunware Announces Inducement Grant under Nasdaq Listing Rule 5635(c)(4) AUSTIN, Texas, January 6, 2023 ? Phunware, Inc.

orm of Restricted Stock Unit Award Agreement under the 2022 Inducement Plan

PHUNWARE, INC. 2022 INDUCEMENT PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS The capitalized terms used but not otherwise defined herein shall have the same meanings as in the Phunware, Inc. 2022 Inducement Plan (the ?Plan?). Name ("Participant"): Address: The undersigned Participant has been granted the right to receive an award of Restricted Stock Units (?RSUs?) of Phunware, Inc. (the ?Corporat

Phunware Announces Stock Repurchase Plan

Phunware Announces Stock Repurchase Plan AUSTIN, Texas, January 5, 2023 ? Phunware, Inc.

Filing Fee Table.

EX-FILING FEES 5 exhibit107-filingfeessx8x0.htm EX-FILING FEES Calculation of Filing Fee Tables FORM S-8 (Form Type) PHUNWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(3) Proposed Maximum Offering Price (2) Maximum Aggregate Offering Price Fee Rate Amount of Registra

As filed with the Securities and Exchange Commission on January 6, 2023

As filed with the Securities and Exchange Commission on January 6, 2023 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2023 PHUNWARE, INC.

Phunware, Inc. 2022 Inducement Plan (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on January 6, 2023).

PHUNWARE, INC. 2022 INDUCEMENT PLAN 1. Purpose The purpose of this Phunware, Inc. 2022 Inducement Plan (the ?Plan?) is to advance the interests of Phunware, Inc., a Delaware corporation, and its Subsidiaries (hereinafter collectively ?Phunware? or the ?Corporation?), by allowing the Corporation to secure and retain the services of eligible award recipients, provide a material inducement for such i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2022 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2022 PHUNWARE, INC.

Confidential Transition, Consulting and General Release Agreement by and between Phunware, Inc. and Alan S. Knitowski executed on December 13, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on December 16, 2022).

CONFIDENTIAL TRANSITION, CONSULTING AND GENERAL RELEASE AGREEMENT This CONFIDENTIAL TRANSITION, CONSULTING, AND GENERAL RELEASE AGREEMENT, is dated as of December 9, 2022 (this “Agreement"), by and between Phunware, Inc.

Phunware Appoints Russ Buyse as Chief Executive Officer

Phunware Appoints Russ Buyse as Chief Executive Officer AUSTIN, TX, November 21, 2022 (ORIGINAL: GLOBE NEWSWIRE) – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2022 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2022 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2022 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2022 PHUNWARE, INC.

Confidential Executive Employment Agreement by and between Phunware, Inc. and Russell Buyse dated November 11, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on November 14, 2022).

CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of November 11, 2022, (this “Agreement”) is entered into by and between Russell Buyse (“Executive”) and Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 PHUNWARE, INC.

Phunware Reports Third Quarter 2022 Financial Results

Phunware Reports Third Quarter 2022 Financial Results AUSTIN, Texas, November 10, 2022 – Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Sta

Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on November 4, 2022).

AMENDED AND RESTATED BYLAWS OF PHUNWARE, INC. (adopted on November 4, 2022) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 2 2.5 Notice of Stockholders' Meetings 6 2.6 Quorum 6 2.7 Adjourned Meeting; Notice 7 2.8 Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2022 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2022 PHUNWARE, INC.

Adjournment of Annual Meeting of S

Phunware Announces Adjournment of Annual Meeting of Stockholders AUSTIN, Texas, October 14, 2022 ? Phunware, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2022 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2022 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2022 PHUNWARE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2022 PHUNWARE, INC.

Phunware Announces Adjournment of Annual Meeting of Stockholders

Phunware Announces Adjournment of Annual Meeting of Stockholders AUSTIN, Texas, October 14, 2022 ? Phunware, Inc.

Amendment No. 1 to Employment Agreement by and between Phunware, Inc. and Randall Crowder (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.001-37862) filed with the SEC on September 30, 2022).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this ?Amendment?), dated as of September 27, 2022, is entered into by and between Phunware, Inc. (the ?Company?) and Randall Crowder (?Executive?). WHEREAS, the Company and Executive entered into that certain Employment Agreement, effective as of the Closing Date for the Stellar Acquisition III, Inc. Merger Agree

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2022 PHUNWARE, INC.

Amendment No. 1 to Employment Agreement by and between Phunware, Inc. and Matt Aune (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.001-37862) filed with the SEC on September 30, 2022).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this ?Amendment?), dated as of September 27, 2022, is entered into by and between Phunware, Inc. (the ?Company?) and Matt Aune (?Executive?). WHEREAS, the Company and Executive entered into that certain Employment Agreement, effective as of the Closing Date for the Stellar Acquisition III, Inc. Merger Agreement (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exact na

Phunware Reports Record Second Quarter 2022 Financial Results

Phunware Reports Record Second Quarter 2022 Financial Results AUSTIN, Texas, August 11, 2022 ? Phunware, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2022 PHUNWARE, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2022 PHUNWARE, INC.

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2022 PHUNWARE, INC.

Promissory Note, dated July 6, 2022, between Phunware, Inc. and Streeterville Capital, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on June 8, 2022).

PROMISSORY NOTE Effective Date: July 6, 2022 U.S. $12,808,672.00 FOR VALUE RECEIVED, Phunware, Inc., a Delaware corporation (?Borrower?), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $12,808,672.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Purchase Pr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 6, 2022 PHUNWARE, INC.

Note Purchase Agreement, dated July 6, 2022, between Phunware, Inc. and Streeterville Capital, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on June 8, 2022).

Note Purchase Agreement This Note Purchase Agreement (this ?Agreement?), dated as of July 6, 2022, is entered into by and between Phunware, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2022 PHUNWARE, INC.

Lease Agreement, dated June 3, 2022, between Phunware, Inc. and ATX Acquisitions, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on June 10, 2020).

Exhibit A - Special Provisions.2 EXHIBIT A SPECIAL PROVISIONS 1. Commencement Date - Upon substantial completion of the Landlord Improvements disclosed to Tenant, or Tenant?s occupancy of the leased premise to be June 10, 2022. Tenant shall be allowed to access the leased premises 7 days prior to the Commencement Date for the purpose of installing cabling, furniture, fixtures and equipment so long

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exact n

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2022 PHUNWARE, INC.

Phunware Reports Record First Quarter 2022 Financial Results

Phunware Reports Record First Quarter 2022 Financial Results AUSTIN, Texas, May 12, 2022 ? Phunware, Inc.

As filed with the Securities and Exchange Commission on April 27, 2022

As filed with the Securities and Exchange Commission on April 27, 2022 No. 333-262625 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.

April 27, 2022

April 27, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table.

Calculation of Filing Fee Tables FORM S-3 (Form Type) PHUNWARE, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

List of Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of the Registrant Subsidiaries: Phunware OpCo, Inc. (EIN: 26-4413774) Lyte Technology, Inc. GoTV Networks, Inc. (Delaware corporation) Taurus Merger Company, LLC (Delaware corporation) GoTV Studios, LLC (California LLC) Rain Acquisition, LLC Rain ? US LLC Phunware NL Cooperatief U.A. SendDroid, LLC (Delaware LLC) Simplikate Systems LLC (Delaware LLC) 30 Second Sof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on

Phunware Reports Preliminary Full Year 2021 Financial Results

Phunware Reports Preliminary Full Year 2021 Financial Results AUSTIN, Texas, March 23, 2022 ? Phunware, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2022 PHUNWARE, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2022 PHUNWARE, INC.

Lease Agreement, dated March 15, 2022, between Phunware, Inc. and Jonsson ATX Warehouse, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862) filed with the SEC on March 18, 2022).

LEASE AGREEMENT BETWEEN JONSSON ATX WAREHOUSE, LLC AS LANDLORD, AND PHUNWARE INC. AS TENANT DATED , 2022 ALTMAN BUSINESS PARK ROUND ROCK, TEXAS {00185944. 4 } LEASE AGREEMENT THIS LEASE AGREEMENT (?Lease?) is dated this day of , 2022, between JONSSON ATX WAREHOUSE, LLC, a Texas limited liability company (?Landlord?) and PHUNWARE INC., a Delaware corporation (?Tenant?). The following capitalized an

PHUN / Phunware Inc / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 71948P100 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Phunware, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71948P100 (CUSIP Number) Dece

PHUN / Phunware Inc / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Phunware, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71948P100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Filing Fee Table

Calculation of Filing Fee Tables FORM S-3 (Form Type) PHUNWARE, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

Power of Attorney.

As filed with the Securities and Exchange Commission on February 10, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2022 PHUNWARE, INC.

February 4, 2022

February 4, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table.

Calculation of Filing Fee Tables FORM S-3 (Form Type) PHUNWARE, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Init

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 30-1205798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

At Market Issuance Sales Agreement by and between Phunware, Inc. and HC Wainwright & Co., LLC dated January 31, 2022 (Incorporated by reference to Exhibit 1.2 of the Registrant's Form S-3 (File No. 333-262461) filed with the SEC on February 1, 2022).

PHUNWARE, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement January 31, 2022 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: Phunware, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with H.C. Wainwright & Co., LLC (the ?Agent?) as follows: 1.Issuance and Sale of Shares. The Comp

PHUN / Phunware Inc / Khazanah Nasional Berhad Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PHUNWARE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) Y8172W123 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

As filed with the Securities and Exchange Commission on January 14, 2022

As filed with the Securities and Exchange Commission on January 14, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 26-4413774 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2021 PHUNWARE, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2021 PHUNWARE, INC.

Phunware Reports Third Quarter 2021 Financial Results The Company Records 50% Increase in Quarter-over-Quarter Net Revenues

Phunware Reports Third Quarter 2021 Financial Results The Company Records 50% Increase in Quarter-over-Quarter Net Revenues AUSTIN, Texas, November 11, 2021 ? Phunware, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2021 PHUNWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37862 PHUNWARE, INC. (Exa