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~~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 name of registrant as specified in its charter)


Delaware						30-1205798
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1002 West Avenue, Austin, Texas

78701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 512-693-4199

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, par value $0.0001 per share

PHUN

The NASDAQ Capital Market

Warrants to purchase one share of Common Stock

PHUNW

The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August ~~10, 2022, 98,382,554~~11, 2023, 120,355,584 shares of common stock, par value $0.0001 per share, were ~~issued and~~ outstanding.

TABLE OF CONTENTS


		PAGE
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3638
Item 4.	Controls and Procedures	3739

PART II	OTHER INFORMATION	3840
Item 1.	Legal Proceedings	3840
Item 1A.	Risk Factors	3840
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3841
Item 3.	Defaults Upon Senior Securities	3841
Item 4.	Mine Safety Disclosures	3841
Item 5.	Other Information	3941
Item 6.	Exhibits	4042

	Signatures	4143

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report (the “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

Phunware, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)
June 30, 2022 December 31, 2021
(Unaudited)
Assets
Current assets:
Cash $ 2,705 $ 23,137
Accounts receivable, net of allowance for doubtful accounts of $0 and $10 at June 30, 2022 and December 31, 2021, respectively 803 967
Inventory 3,528 2,636
Digital assets, net 12,592 32,581
Prepaid expenses and other current assets 1,188 686
Total current assets 20,816 60,007
Property and equipment, net 145 —
Goodwill 33,142 33,260
Intangible assets, net 2,858 3,213
Deferred tax asset 1,278 1,278
Right-of-use asset 2,595 1,260
Other assets 402 276
Total assets $ 61,236 $ 99,294
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 7,510 $ 6,589
Accrued expenses 6,953 9,621
Lease liability 614 399
Deferred revenue 1,715 3,973
PhunCoin deposits 1,203 1,202
Current maturities of long-term debt, net 2,031 4,904
Warrant liability 1,136 3,605
Total current liabilities 21,162 30,293
Deferred tax liability 1,278 1,278
Deferred revenue 859 1,299
Lease liability 2,244 1,147
Total liabilities 25,543 34,017
Commitments and contingencies (Note 8) 0 0
Stockholders’ equity
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at June 30, 2022 and December 31, 2021; 98,137,070 and 96,751,610 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively 10 10
Additional paid-in capital 267,465 264,944
Accumulated other comprehensive loss (469) (352)
Accumulated deficit (231,313) (199,325)
Total stockholders’ equity 35,693 65,277
Total liabilities and stockholders’ equity $ 61,236 $ 99,294


	June 30, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash	$	1,105	$	1,955
Accounts receivable, net of allowance for doubtful accounts of $100 and $198 at June 30, 2023 and December 31, 2022, respectively	863		958
Inventory	2,168		2,780
Digital assets	71		10,137
Prepaid expenses and other current assets	624		1,033
Total current assets	4,831		16,863
Property and equipment, net	188		221
Goodwill	29,956		31,113
Intangible assets, net	2,190		2,524


Right-of-use asset	3,258		3,712
Other assets	367		402
Total assets	$	40,790	$	54,835
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	8,350	$	7,699
Accrued expenses	1,542		2,895

Lease liability	968		954
Deferred revenue	1,092		2,904
PhunCoin deposits	1,202		1,202

Current maturities of long-term debt, net	6,094		9,667
Warrant liability	—		256
Total current liabilities	19,248		25,577



Deferred revenue	1,050		1,274
Lease liability	2,584		3,103

Total liabilities	22,882		29,954
Commitments and contingencies (Note 8)
Stockholders’ equity
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 107,565,124 shares issued and 107,058,624 shares outstanding as of June 30, 2023 and 103,153,337 shares issued and outstanding as of December 31, 2022, respectively	11		10
Treasury stock at cost; 506,500 and 0 shares at June 30, 2023 and December 31, 2022, respectively	(502)		—
Additional paid-in capital	279,837		275,562
Accumulated other comprehensive loss	(426)		(472)
Accumulated deficit	(261,012)		(250,219)
Total stockholders’ equity	17,908		24,881
Total liabilities and stockholders’ equity	$	40,790	$	54,835

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Phunware, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share information)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net revenues	Net revenues	$	5,485	$	1,436	$	12,263	$	3,082	Net revenues	$	3,487	$	5,485	$	8,234	$	12,263
Cost of revenues	Cost of revenues	3,965		1,124		8,972		1,816		Cost of revenues	3,031		3,965		7,417		8,972
Gross profit	Gross profit	1,520		312		3,291		1,266		Gross profit	456		1,520		817		3,291

Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	1,928		639		3,413		1,195		Sales and marketing	1,472		1,928		2,600		3,413
General and administrative	General and administrative	5,251		3,021		9,556		5,779		General and administrative	4,766		5,251		9,478		9,556
Research and development	Research and development	1,876		846		2,879		1,898		Research and development	1,212		1,876		2,984		2,879

Impairment of goodwill										Impairment of goodwill	1,203		—		1,203		—
Total operating expenses	Total operating expenses	9,055		4,506		15,848		8,872		Total operating expenses	8,653		9,055		16,265		15,848
Operating loss	Operating loss	(7,535)		(4,194)		(12,557)		(7,606)		Operating loss	(8,197)		(7,535)		(15,448)		(12,557)

Other income (expense):	Other income (expense):									Other income (expense):
Interest expense	Interest expense	(273)		(1,845)		(654)		(4,064)		Interest expense	(553)		(273)		(1,090)		(654)
Loss on extinguishment of debt		—		(2,184)		—		(7,952)

Impairment of digital assets	Impairment of digital assets	(12,158)		(776)		(21,511)		(776)		Impairment of digital assets	—		(12,158)		(50)		(21,511)
Gain on sale of digital assets										Gain on sale of digital assets	2,096		168		5,310		194
Fair value adjustment of warrant liability	Fair value adjustment of warrant liability	2,682		1,180		2,469		(1,649)		Fair value adjustment of warrant liability	3		2,682		256		2,469

Other income (expense), net		213		43		265		(36)
Total other expense		(9,536)		(3,582)		(19,431)		(14,477)
Other income, net										Other income, net	127		45		229		71
Total other income (expense), net										Total other income (expense), net	1,673		(9,536)		4,655		(19,431)
Loss before taxes	Loss before taxes	(17,071)		(7,776)		(31,988)		(22,083)		Loss before taxes	(6,524)		(17,071)		(10,793)		(31,988)
Income tax expense	Income tax expense	—		—		—		—		Income tax expense	—		—		—		—
Net loss	Net loss	(17,071)		(7,776)		(31,988)		(22,083)		Net loss	(6,524)		(17,071)		(10,793)		(31,988)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Cumulative translation adjustment	Cumulative translation adjustment	(85)		5		(117)		15		Cumulative translation adjustment	23		(85)		46		(117)
Comprehensive loss	Comprehensive loss	$	(17,156)	$	(7,771)	$	(32,105)	$	(22,068)	Comprehensive loss	$	(6,501)	$	(17,156)	$	(10,747)	$	(32,105)

Net loss per share, basic and diluted		$	(0.17)	$	(0.11)	$	(0.33)	$	(0.32)
Loss per share, basic and diluted										Loss per share, basic and diluted	$	(0.06)	$	(0.17)	$	(0.10)	$	(0.33)

Weighted-average common shares used to compute net loss per share, basic and diluted		97,742		71,620		97,293		68,103
Weighted-average common shares used to compute loss per share, basic and diluted										Weighted-average common shares used to compute loss per share, basic and diluted	105,133		97,742		104,151		97,293

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Phunware, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

(Unaudited)


		Common Stock			Additional Paid-in Capital				Accumulated Deficit			Other Comprehensive Loss				Total Stockholders’ Equity				Common Stock						Treasury stock			Additional Paid-in Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
		Shares	Amount								Shares								Amount			Shares			Amount
Balance - March 31, 2022		97,251	$	10			$	266,606						$	(214,242)			$	(384)		$	51,990
Balance - March 31, 2023																			Balance - March 31, 2023	104,470			$	10		(462)	$	(475)		$	277,303		$	(254,488)		$	(449)		$	21,901

Release of restricted stock	Release of restricted stock	790	—		—				—			—				—			Release of restricted stock	1,287			1			—	—		—			—			—			1
Issuance of common stock under the 2018 employee stock purchase plan	Issuance of common stock under the 2018 employee stock purchase plan	96	—		116				—			—				116			Issuance of common stock under the 2018 employee stock purchase plan	93			—			—	—		47			—			—			47
Sales of common stock, net of issuance cost																			Sales of common stock, net of issuance cost	1,715			—			—	—		995			—			—			995
Stock-based compensation expense	Stock-based compensation expense	—	—		743				—			—				743			Stock-based compensation expense	—			—			—	—		1,492			—			—			1,492
Cumulative translation adjustment	Cumulative translation adjustment	—	—		—				—			(85)				(85)			Cumulative translation adjustment	—			—			—	—		—			—			23			23
Net income		—	—		—				(17,071)			—				(17,071)
Balance - June 30, 2022		98,137	$	10	$	267,465			$	(231,313)		$	(469)			$	35,693
Treasury stock repurchase																			Treasury stock repurchase	—			—			(45)	(27)		—			—			—			(27)
Net loss																			Net loss	—			—			—	—		—			(6,524)			—			(6,524)
Balance - June 30, 2023																			Balance - June 30, 2023	107,565			$	11		(507)	$	(502)	$	279,837		$	(261,012)		$	(426)		$	17,908

Balance - December 31, 2021		96,752	$	10	$	264,944			$	(199,325)		$	(352)			$	65,277
Exercise of stock options, net of vesting of restricted shares		23	—		16				—			—				16
Balance - December 31, 2022																			Balance - December 31, 2022	103,153			$	10		—	$	—	$	275,562		$	(250,219)		$	(472)		$	24,881
Exercise of stock options																			Exercise of stock options	95			—			—	—		58			—			—			58
Release of restricted stock	Release of restricted stock	882	—		—				—			—				—			Release of restricted stock	2,136			1			—	—		—			—			—			1
Issuance of restricted stock for earned bonus																			Issuance of restricted stock for earned bonus	373			—			—	—		347			—			—			347
Issuance of common stock under the 2018 employee stock purchase plan	Issuance of common stock under the 2018 employee stock purchase plan	96	—		116				—			—				116			Issuance of common stock under the 2018 employee stock purchase plan	93			—			—	—		47			—			—			47
Issuance of common stock in connection with acquisition of Lyte Technology, Inc.		384	—		1,125				—			—				1,125
Sales of common stock, net of issuance costs																			Sales of common stock, net of issuance costs	1,715			—			—	—		995			—			—			995
Stock-based compensation expense	Stock-based compensation expense	—	—		1,264				—			—				1,264			Stock-based compensation expense	—			—			—	—		2,828			—			—			2,828
Cumulative translation adjustment	Cumulative translation adjustment	—	—		—				—			(117)				(117)			Cumulative translation adjustment	—			—			—	—		—			—			46			46
Treasury stock repurchase																			Treasury stock repurchase	—			—			(507)	(502)		—			—			—			(502)
Net loss	Net loss	—	—		—				(31,988)			—				(31,988)			Net loss	—			—			—	—		—			(10,793)			—			(10,793)
Balance - June 30, 2022		98,137	$	10	$	267,465			$	(231,313)		$	(469)			$	35,693
Balance - June 30, 2023																			Balance - June 30, 2023	107,565			$	11		(507)	$	(502)	$	279,837		$	(261,012)		$	(426)		$	17,908

Table of Contents


		Common Stock			Additional Paid-in Capital				Accumulated Deficit			Other Comprehensive Loss				Total Stockholders’ Equity (Deficit)				Common Stock					Additional Paid-in Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
		Shares	Amount								Shares								Amount
Balance - March 31, 2021		71,204	$	7			$	175,046						$	(160,110)			$	(328)		$	14,615
Balance - March 31, 2022																			Balance - March 31, 2022	97,251			$	10		$	266,606		$	(214,242)		$	(384)		$	51,990

Release of restricted stock																			Release of restricted stock	790			—		—			—			—			—
Issuance of common stock under the 2018 employee stock purchase plan																			Issuance of common stock under the 2018 employee stock purchase plan	96			—		116			—			—			116
Stock-based compensation expense																			Stock-based compensation expense	—			—		743			—			—			743
Cumulative translation adjustment																			Cumulative translation adjustment	—			—		—			—			(85)			(85)
Net income																			Net income	—			—		—			(17,071)			—			(17,071)
Balance - June 30, 2022																			Balance - June 30, 2022	98,137			$	10	$	267,465		$	(231,313)		$	(469)		$	35,693

Balance - December 31, 2021																			Balance - December 31, 2021	96,752			$	10	$	264,944		$	(199,325)		$	(352)		$	65,277
Exercise of stock options, net of vesting of restricted shares	Exercise of stock options, net of vesting of restricted shares	11	—		5				—			—				5			Exercise of stock options, net of vesting of restricted shares	23			—		16			—			—			16
Release of restricted stock	Release of restricted stock	829	—		—				—			—				—			Release of restricted stock	882			—		—			—			—			—
Sales of common stock, net of issuance cost		692	—		832				—			—				832
Issuance of common stock under the 2018 employee stock purchase plan																			Issuance of common stock under the 2018 employee stock purchase plan	96			—		116			—			—			116
Issuance of common stock in connection with acquisition of Lyte Technology, Inc.																			Issuance of common stock in connection with acquisition of Lyte Technology, Inc.	384			—		1,125			—			—			1,125
Stock-based compensation expense	Stock-based compensation expense	—	—		1,371				—			—				1,371			Stock-based compensation expense	—			—		1,264			—			—			1,264
Cumulative translation adjustment	Cumulative translation adjustment	—	—		—				—			5				5			Cumulative translation adjustment	—			—		—			—			(117)			(117)
Net loss	Net loss	—	—		—				(7,776)			—				(7,776)			Net loss	—			—		—			(31,988)			—			(31,988)
Balance - June 30, 2021		72,736	$	7	$	177,254			$	(167,886)		$	(323)			$	9,052

Balance - December 31, 2020		56,371	$	6	$	144,156			$	(145,803)		$	(338)			$	(1,979)
Exercise of stock options, net of vesting of restricted shares		131	—		70				—			—				70
Release of restricted stock		1,012	—		—				—			—				—
Issuance of common stock for payment of board of director fees		99	—		66				—			—				66
Sales of common stock, net of issuance costs		15,123	1		30,536				—			—				30,537
Stock-based compensation expense		—	—		2,426				—			—				2,426
Cumulative translation adjustment		—	—		—				—			15				15
Net loss		—	—		—				(22,083)			—				(22,083)
Balance - June 30, 2021		72,736	$	7	$	177,254			$	(167,886)		$	(323)			$	9,052
Balance - June 30, 2022																			Balance - June 30, 2022	98,137			$	10	$	267,465		$	(231,313)		$	(469)		$	35,693

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Phunware, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Operating activities	Operating activities					Operating activities
Net loss	Net loss	$	(31,988)	$	(22,083)	Net loss	$	(10,793)	$	(31,988)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and deferred financing costs	Amortization of debt discount and deferred financing costs	259		2,770		Amortization of debt discount and deferred financing costs	697		259
Loss on change in fair value of warrant liability		(2,469)		1,649
Loss on extinguishment of debt		—		7,952
Gain on change in fair value of warrant liability						Gain on change in fair value of warrant liability	(256)		(2,469)
Gain on sale of digital assets						Gain on sale of digital assets	(5,310)		(194)
Impairment of digital assets	Impairment of digital assets	21,511		776		Impairment of digital assets	50		21,511

Impairment of goodwill						Impairment of goodwill	1,203		—
Stock-based compensation	Stock-based compensation	1,270		2,438		Stock-based compensation	2,824		1,270
Other adjustments	Other adjustments	284		142		Other adjustments	1,180		478
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	178		237		Accounts receivable	57		178
Inventory	Inventory	(892)		—		Inventory	417		(892)
Prepaid expenses and other assets	Prepaid expenses and other assets	(631)		(416)		Prepaid expenses and other assets	444		(631)
Accounts payable	Accounts payable	920		(1,282)		Accounts payable	651		920
Accrued legal settlement		—		(1,500)
Accrued expenses						Accrued expenses	(997)		(386)

Lease liability payments	Lease liability payments	(347)		(434)		Lease liability payments	(691)		(347)
Accrued expenses		(386)		(3,334)
Deferred revenue	Deferred revenue	(2,698)		(1,286)		Deferred revenue	(2,036)		(2,698)
Net cash used in operating activities	Net cash used in operating activities	(14,989)		(14,371)		Net cash used in operating activities	(12,560)		(14,989)
Investing activities	Investing activities					Investing activities
Proceeds received from sale of digital assets						Proceeds received from sale of digital assets	15,390		—
Purchase of digital assets						Purchase of digital assets	—		(923)
Acquisition payment	Acquisition payment	(1,125)		—		Acquisition payment	—		(1,125)
Purchase of digital assets		(923)		(1,497)
Capital expenditures	Capital expenditures	(158)		—		Capital expenditures	(9)		(158)
Net cash used in investing activities		(2,206)		(1,497)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	15,381		(2,206)
Financing activities	Financing activities					Financing activities
Proceeds from borrowings, net of issuance costs		—		9,981

Payments on borrowings	Payments on borrowings	(3,132)		(25,095)		Payments on borrowings	(4,270)		(3,132)

Proceeds from sales of common stock, net of issuance costs						Proceeds from sales of common stock, net of issuance costs	995		—

Proceeds from exercise of options to purchase common stock	Proceeds from exercise of options to purchase common stock	16		70		Proceeds from exercise of options to purchase common stock	58		16
Proceeds from sales of common stock, net of issuance costs		—		29,670

Net cash (used) provided by financing activities		(3,116)		14,626
Effect of exchange rate on cash and restricted cash		(121)		16
Net decrease in cash and restricted cash		(20,432)		(1,226)
Cash and restricted cash at the beginning of the period		23,137		4,031
Cash and restricted cash at the end of the period		$	2,705	$	2,805
Payment for stock repurchase						Payment for stock repurchase	(502)		—
Net cash used in financing activities						Net cash used in financing activities	(3,719)		(3,116)
Effect of exchange rate on cash						Effect of exchange rate on cash	48		(121)
Net decrease in cash						Net decrease in cash	(850)		(20,432)
Cash at the beginning of the period						Cash at the beginning of the period	1,955		23,137
Cash at the end of the period						Cash at the end of the period	$	1,105	$	2,705

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Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Interest paid	Interest paid	$	408	$	1,287	Interest paid	$	438	$	408
Income taxes paid	Income taxes paid	$	—	$	—	Income taxes paid	$	—	$	—
Supplemental disclosures of non-cash activities:

Supplemental disclosures of non-cash investing and financing activities:						Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations	Right-of-use assets obtained in exchange for operating lease obligations	$	1,508	$	—	Right-of-use assets obtained in exchange for operating lease obligations	$	—	$	1,508
Non-cash exchange of digital assets	Non-cash exchange of digital assets	$	923	$	—	Non-cash exchange of digital assets	$	557	$	923
Issuance of common stock in connection with acquisition of Lyte Technology, Inc.	Issuance of common stock in connection with acquisition of Lyte Technology, Inc.	$	1,125	$	—	Issuance of common stock in connection with acquisition of Lyte Technology, Inc.	$	—	$	1,125
Proceeds not received related to sales of common stock		$	—	$	867
Issuance of common stock for payment of board of director fees		$	—	$	66
Issuance of common stock under the 2018 Employee Stock Purchase Plan previously accrued						Issuance of common stock under the 2018 Employee Stock Purchase Plan previously accrued	$	47	$	116
Issuance of common stock for payment of bonuses previously accrued						Issuance of common stock for payment of bonuses previously accrued	$	347	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Phunware, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except share and per share information)

(Unaudited)

1. The Company and Basis of Presentation

The Company

Phunware, Inc. and its subsidiaries (the “Company”, "we", "us", or "our") offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their ~~mobile application portfolios globally at scale.~~anytime, anywhere users worldwide. Our ~~Multiscreen-as-a-Service ("MaaS")~~location-based software-as-a-service platform provides the entire mobile lifecycle of applications and media in one login through one procurement relationship. Our ~~MaaS~~ technology is available in ~~software development kit~~Software Development Kit ("SDK") form for organizations developing their own application, via customized development services and prepackaged solutions. Through our integrated mobile advertising platform of publishers and advertisers, we provide in-app application transactions for mobile audience building, user acquisition, application discovery, audience engagement and audience monetization. During 2021, we began to sell PhunToken to consumers, developers and brands. PhunToken is an innovative digital asset utilized within our token ecosystem to help drive engagement by unlocking features and capabilities of our ~~MaaS~~ platform. PhunToken is designed to reward consumers for their activity, such as watching branded videos, completing surveys and visiting points of interest. In October 2021, we acquired Lyte Technology, Inc. ("Lyte"), a provider of high-performance computer systems to individual consumers. Founded in 2009, we are a Delaware corporation headquartered in Austin, Texas.

Basis of Presentation

The condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The balance sheet at December 31, ~~2021~~2022 was derived from our audited consolidated financial statements, but these interim condensed consolidated financial statements do not include all the annual disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, ~~2021,~~2022, which are referenced herein. The accompanying interim condensed consolidated financial statements as of June 30, ~~2022~~2023 and for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly state our financial position as of June 30, ~~2022~~2023 and the results of operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, and cash flows for the six months ended June 30, ~~2022~~2023 and ~~2021.~~2022. The results for the three and six months ended June 30, ~~2022~~2023 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022~~2023 or for any future interim period.

~~Revised Financial Statements~~

During the preparation of our Quarterly Report on Form 10-Q for the period ended September 30, 2021, the Company determined that it had inaccurately accounted for an adjustment to certain terms of an outstanding warrant issued in connection with a certain Series A Senior Convertible Note and Series B Senior Convertible Note we issued on July 15, 2020 (collectively, the "2020 Convertible Notes"). As a result of our underwritten public offering in February 2021, the number of shares issuable and the exercise price were each adjusted pursuantCertain reclassifications have been made to the ~~terms of the warrant. While we accurately accounted~~presentation for the decrease in the exercise price (from $4.00 per share to $2.25 per share), we did not account for the increase in the number of shares available for exercise under the warrant, from 2,160,000 shares to 3,840,000 shares. This resulted in an understatement of net loss during the three and six months ended June 30, ~~2021. We assessed~~2022. Gain on sale of digital assets for the ~~materiality of this misstatement~~six months ended June 30, 2022, which was previously included in ~~accordance with Staff Accounting Bulletin No. 108, "Quantifying Misstatements" and concluded this error was not qualitatively material as there was no impact on cash, operating~~Other income, ~~or cash flow from operations, among other considerations.~~

~~The correction of this error resulted~~net in ~~adjustments to our~~the condensed consolidated ~~statements~~statement of operations and comprehensive loss ~~for~~and Other adjustments in the ~~three and six months ended June 30, 2021. The revised amounts have~~statement of cash flows has been ~~reflected~~reclassified to Gain on sale of digital assets in ~~condensed~~

~~Table of Contents~~

~~consolidated~~each respective financial statements presented above. The effect of this revision on certain line items within our condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss are set forth below:

As of June 30, 2021
Previously reported Adjustments As revised
Warrant liability $ 1,836 $ 1,427 $ 3,263
Accumulated deficit $ (166,459) $ (1,427) $ (167,886)

For the three months ended June 30, 2021
Previously reported Adjustments As revised
Gain on change in fair value of warrant liability $ 663 $ 517 $ 1,180
Net loss $ (8,293) $ 517 $ (7,776)
Net loss per common share, basic and diluted $ (0.12) $ 0.01 $ (0.11)

For the six months ended June 30, 2021
Previously reported Adjustments As revised
Loss on change in fair value of warrant liability $ (222) $ (1,427) $ (1,649)
Net loss $ (20,656) $ (1,427) $ (22,083)
Net loss per common share, basic and diluted $ (0.30) $ (0.02) $ (0.32)

statement.

Going Concern ~~Liquidity and Management’s Plan~~

Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern ~~("ASC 205-40")~~ requires management to evaluate whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, management’s initial evaluation shall ~~initially~~ not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued.

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We have a history of net losses ~~in each fiscal year~~ since our inception. ~~Total backlog and cash-on-hand for the period then ended did not meet our expectations, as a result of uncertainty of the broader marketplace.~~ For the six months ended June 30, ~~2022,~~2023, we incurred a net loss of ~~$17,071 and~~$10,793, used ~~$14,989~~$12,560 in cash for ~~operations.~~operations and have a working capital deficiency of $14,417. The foregoing conditions raise substantial doubt about our ability to meet our financial obligations as they become due.

In performing the next step of our going concern assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt. Our assessment included the preparation of a detailed cash forecast that included projected cash inflows and outflows. We continue to focus on growing our revenues, and accordingly, we expect operating expenditures to exceed future revenue for the foreseeable future. In July ~~2022, the Company~~2023, we implemented a plan to decrease our cash burn by reducing headcount and other operating expenditures. Subsequent to June 30, 2023, we also raised additional ~~cash proceeds~~funds in ~~the amount of $11,795 through the issuance of a note, as detailed in~~our at-the-market equity offering and entered into an amendment to our 2022 Promissory Note. Refer to Note 12 ~~Subsequent Events. In accordance with the note, we can defer one monthly payment in the amount $1,566 up~~for further discussion. Our future plans may include additional reductions to ~~twelve times. Furthermore, as more fully described in Note 9,~~ ~~Stockholders Equity, in January 2022, we entered into a~~operating expenses, additional sales ~~agreement, pursuant to which we may offer and sell shares~~ of our common stock ~~for aggregate gross proceeds of up to $100 million. We currently anticipate selling common stock through~~in our at-the-market offering, ~~if needed. Sales of~~and issuing additional shares of ~~our~~ common stock, ~~sold under the sales agreement will be made~~preferred stock, warrants or units pursuant to an effective shelf registration ~~statement on Form S-3 in the amount~~statement.

Despite a history of ~~$200 million filed with the SEC on February 1, 2022. We may also sell additional securities, including common stock, preferred stock, warrants~~successfully implementing similar plans, these sources of working capital are not currently assured, and ~~units through private placement transactions or public offerings. We believe the foregoing plan~~consequently do not sufficiently mitigate the ~~Company’s going concern considerations.~~

risks and uncertainties disclosed above. There can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis ~~and/or~~and on satisfactory terms, our operations ~~could~~would be materially negatively impacted. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through one year from the issuance of these financial statements.

The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Nasdaq listing

~~Table~~On April 13, 2023, we received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) because the bid price of ~~Contents~~the Company’s common stock on the Nasdaq Capital Market had closed below $1.00 per share for the previous 30 consecutive business days. The notice from Nasdaq states that, under Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 10, 2023 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. To regain compliance, the bid price of our common stock must close at $1.00 per share or more for a minimum of ten consecutive business days.

If we fail to regain compliance with the Bid Price Requirement prior to the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (except for the Bid Price Requirement), and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the Bid Price Requirement prior to the expiration of the initial period, and if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if we are not otherwise eligible, Nasdaq will provide us with written notification that its securities are subject to delisting from the Nasdaq Capital Market. At that time, we may appeal the delisting determination to a hearings panel.

2. Summary of Significant Accounting Policies

There have been no changes in significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, except as set forth below.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a model based on expected losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this new standard effective January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements and disclosures.

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Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. As of June 30, 2023, we did not have any debt with conversion features outstanding. On August 14, 2023, we entered into an amendment to our 2022 Promissory Note granting the noteholder certain limited conversion rights. See Note 12 for further discussion. The Company is currently evaluating the effect of this ASU on the amendment to its 2022 Promissory Note.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires ~~management~~us to make certain estimates and assumptions that affect the reported amounts ~~of assets and liabilities and disclosure of contingent assets and liabilities at~~in the ~~date of the~~condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Items subject to the use of estimates include, but are not limited to, the standalone selling price for our products and services, our various digital asset transactions, stock-based compensation, useful lives of long-lived assets including intangibles, fair value of intangible assets and the recoverability or impairment of tangible and intangible assets, including goodwill, contingent consideration for our business combination with Lyte and periodic reassessment of fair value, allocating the fair value of purchase consideration to assets acquired and liabilities assumed in our business combination, reserves and certain accrued liabilities, the benefit period of deferred commissions, assumptions used in Black-Scholes valuation method, such as the current trading price of our common stock at time of exercise of our warrant, expected volatility, risk-free interest rate and expected dividend rate and provision for (benefit from) income taxes.accompanying notes. Actual results could differ from those estimates and such differences could be ~~material to the consolidated financial statements.~~material.

3. Supplemental Information

Risks and Uncertainties

Regulation governing blockchain technologies, cryptocurrencies, digital assets, digital asset exchanges, utility tokens, security tokens and offerings of digital assets is uncertain, and new regulations or policies may materially adversely affect the development and the value of our ~~tokens.~~tokens and token ecosystem. Regulation of digital assets, like PhunCoin and PhunToken, cryptocurrencies, blockchain technologies and ~~cryptocurrency~~digital asset exchanges, is evolving and likely to continue to evolve. Regulation also varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility of tokens generally and the technology behind them or the means of transaction or in transferring them. Any such ~~violations~~laws, regulations, guidance or other actions could adversely affect ~~the~~our ability ~~of us~~ to maintain PhunCoin and PhunToken, which could have a material adverse effect on our operations and financial condition. Failure by us to comply with any such laws ~~rules~~ and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could also result in a material adverse effect on our operations and financial condition.

Concentrations of Credit Risk

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade accounts receivable and our digital asset holdings.

Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, our deposits, at times, may exceed federally insured limits.

There is currently no clearing house for our digital assets, including our bitcoin ~~ethereum or other digital asset~~ holdings, nor is there a central or major depository for the custody of our digital assets. There is a risk that some or all of our digital asset holdings could be lost or stolen. There can be no assurance that the custodians will maintain adequate insurance or that such coverage will cover losses with respect to our digital asset holdings. Further, transactions denominated in digital assets are irrevocable. Stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed transactions could adversely affect our financial condition. The aggregate cost basis (prior to impairment) of our digital asset holdings ~~is $42,255~~was $103 and ~~$41,964~~$37,737 at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

~~Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk~~

Table of ~~loss of principal, our deposits, at times, may exceed federally insured limits.~~ Contents

Collateral is not required for accounts receivable, and we believe the carrying value approximates fair value.

~~Table of Contents~~

The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts.

June 30, 2022 December 31, 2021
Customer A 12 % — %
Customer B 10 % — %
Customer C 7 % 18 %
Customer D — % 20 %


	June 30, 2023		December 31, 2022
Customer A	16	%	—	%
Customer B	10	%	—	%
Customer C	—	%	23	%

~~Digital Assets~~Inventory

Our inventory balance on the dates presented consisted of the following:


	June 30, 2023		December 31, 2022
Raw materials	$	2,247	$	2,968

Finished goods	377		50
Other	7		30
Inventory reserve	(463)		(268)
Total inventory	$	2,168	$	2,780

Goodwill Impairment

~~Payments by customers in~~Goodwill arises from purchase business combinations and ~~purchases by us~~is measured as the excess of ~~digital assets were primarily~~the cost of ~~bitcoin~~the business acquired over the sum of the acquisition-date fair values of tangible and ~~ethereum. We currently account for all digital assets held as a result of these transactions as indefinite-lived~~identifiable intangible assets inacquired, less any liabilities assumed. In accordance with ASC 350, ~~Intangibles—~~Intangibles — Goodwill and Other~~. We have ownership~~, we do not amortize goodwill but rather assess its carrying value for indications of ~~and control over our digital assets and we may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any~~ impairment ~~losses incurred since acquisition.~~

~~We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820,~~ ~~Fair Value Measurement~~, based on quoted prices on the active exchange(s) that we have determined is the principal market for bitcoin, ethereum and other digital asset holdings (Level 1 inputs). We perform an analysis each quarter to identify whetherannually, or more frequently if events or changes in circumstances ~~principally decreases~~indicate that the carrying amount may be impaired. We typically perform our annual goodwill impairment assessment as of October 1st of each year; however, as our stock has sustained a decline, we believe this, among other qualitative factors, including, but not limited to continued losses with our Lyte reporting unit, indicates the carrying amount of our goodwill may be impaired.

Our business is classified into two reporting units: Phunware and Lyte. We performed quantitative assessment on both our reporting units as of June 30, 2023, using a discounted cash flow model. Based on the analysis performed, we concluded that the carrying amount of our Lyte reporting unit exceeded its fair value resulting in a non-cash impairment charge of $1,203, which is recorded in Impairment of goodwill in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value.

The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale. In determining the gain or loss to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within other expense in ourcondensed consolidated ~~statements~~statement of operations and comprehensive ~~loss. Impairment~~ loss ~~was $12,158 and $21,511~~ for the three and six months ended June 30, ~~2022.~~2023.

The goodwill impairment analysis referenced above used the discounted cash flow model (income approach) utilizing Level 3 unobservable inputs. Significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate and the tax rate. Estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from estimates. If the Company’s ongoing estimates of future cash flows are not met or if discount rates change, the Company may have to record additional impairment charges in future periods. We ~~realized gains~~also used the Guideline Public Company Method (market approach). The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products. We applied an overall probability-weighting to the income and market approaches to determine the concluded fair value of the reporting unit. We believe the current assumptions and estimates utilized in the ~~amount of $194 for the six months ended June 30, 2022.~~income and market approaches are both reasonable and appropriate.

~~The following table sets forth our digital asset holdings as of June 30, 2022:~~

Asset Gross Carrying Amount Accumulated Digital Asset Impairment Digital Asset Carrying
Value
Bitcoin $ 37,882 $ (26,295) $ 11,587
Ether 3,163 (2,471) 692
Other 1,210 (897) 313
Total $ 42,255 $ (29,663) $ 12,592

~~The following table sets forth our digital asset holdings as of December 31, 2021:~~

Asset Gross Carrying Amount Accumulated Digital Asset Impairment Digital Asset Carrying
Value
Bitcoin $ 36,963 $ (8,554) $ 28,409
Ethereum 4,714 (670) 4,044
Other 287 (159) 128
Total $ 41,964 $ (9,383) $ 32,581

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Accumulated digital asset impairment noted above represent impairment on the remaining cost lots as of the respective dates. Changes in our digital asset holdings for the six months ended June 30, 2022 were as follows:

Bitcoin Ethereum Other Total
Net balance at December 31, 2021 $ 28,409 $ 4,044 $ 128 $ 32,581
Received from customers, net of expenses 28 377 — 405
Purchases of digital assets 923 — — 923
Exchanges of digital assets — (923) 923 —
Realized gain 26 168 — 194
Impairment expense (17,799) (2,974) (738) (21,511)
Net balance at 6/30/2022 $ 11,587 $ 692 $ 313 $ 12,592

Loss per Common Share

Basic loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. ~~Restricted shares subject to repurchase provisions relating to early exercises under our 2009 Equity Incentive Plan were excluded from basic shares outstanding.~~ Diluted loss per common share is computed by giving effect to all potential shares of common stock, including those related to our outstanding warrants and stock equity plans, to the extent dilutive. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented.

The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been anti-dilutive:


		June 30,		June 30,
		2022	2021			2023	2022
Convertible notes		—	21,136

Warrants	Warrants	5,636,801	5,996,112		Warrants	6,255,159	5,636,801
Options	Options	934,729	1,071,782		Options	904,531	934,729
Restricted stock units	Restricted stock units	2,621,346	4,665,060		Restricted stock units	4,843,881	2,621,346
Restricted shares		—	574

Total	Total	9,192,876	11,754,664		Total	12,003,571	9,192,876

Fair Value ~~of Financial Instruments~~Measurements

We follow the guidance in ASC 820, Fair Value Measurement, to ~~account for financial~~measure certain assets and liabilities ~~measured~~ on a recurring and ~~non-recurring~~nonrecurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ~~The Company uses~~We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires fair value measurements be classified and disclosed in one of the following three categories:


•			Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
•			Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
•			Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

~~Table of Contents~~

Determining which category an asset or liability falls within the hierarchy requires significant judgment. Our ~~financial instruments~~assets and liabilities measured at fair value on a recurring basis as of June 30, ~~2022~~2023 are set forth below:

Level 1 Level 2 Level 3 Total
Assets:
Digital assets $ 12,592 $ — $ — $ 12,592
Total $ 12,592 $ — $ — $ 12,592
Liabilities:
Warrant liability $ — $ 1,136 $ — $ 1,136
Total $ — $ 1,136 $ — $ 1,136

Level 1

Level 2

Level 3

Total

Liabilities:

Warrant liability

—

Total

—

Our financial instruments measured at fair value on a recurring basis as of December 31, ~~2021~~2022 are set forth below:


	Level 1		Level 2		Level 3		Total





Liabilities:
Warrant liability	$	—	$	256	$	—	$	256
Total	$	—	$	256	$	—	$	256

Level 1 Level 2 Level 3 Total
Assets:
Digital assets $ 32,581 $ — $ — $ 32,581
Total $ 32,581 $ — $ — $ 32,581
Level 1 Level 2 Level 3 Total
Liabilities:
Warrant liability $ — $ 3,605 $ — $ 3,605
Total $ — $ 3,605 $ — $ 3,605

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The following table sets forth the assumptions used to calculate the fair values of the liability classified warrant issued in connection with our 2020 Convertible Notes as of the dates presented:


		June 30, 2022			December 31, 2021				June 30, 2023			December 31, 2022
Strike price per share	Strike price per share	$	2.25		$	2.25		Strike price per share	$	1.42		$	1.42
Closing price per share	Closing price per share	$	1.08		$	2.63		Closing price per share	$	0.54		$	0.77
Term (years)	Term (years)	1.04			1.53			Term (years)	0.04			0.53
Volatility	Volatility	205		%	186		%	Volatility	47		%	102		%
Risk-free rate	Risk-free rate	2.85		%	0.56		%	Risk-free rate	5.24		%	4.70		%
Dividend Yield	Dividend Yield	—			—			Dividend Yield	—			—

The carrying value of accounts receivable, ~~inventory,~~ prepaid expenses, other current assets, accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments.

~~Recent Accounting Standards Not Yet Adopted~~

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ ("ASU 2016-13"). ASU 2016-13 introduces a model based on expected losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a smaller reporting company, the standard is currently effective for us for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2019. We currently intend to adopt this new standard effective January 1, 2023. We currently do not expect the adoption of ASU 2016-13 to have a material impact on our condensed consolidated financial statements and disclosures.

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~~In August 2020, the FASB issued ASU 2020-06,~~ ~~Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)~~, (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. As the Company does not currently have any debt with conversion features outstanding, we do not expect the adoption of ASU 2020-06 to have a material impact on our condensed consolidated financial statements and disclosures.

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~~3. Business Combination~~

On October 18, 2021, we closed the acquisition of Lyte with an adjusted purchase price of approximately $11.0 million (subject to an earn-out provision). This acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged was recorded at estimated fair values on the date of acquisition. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on management’s estimates and assumptions at the time of acquisition. Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available. The fair values of the aggregate assets and liabilities acquired are disclosed in in Note 3, ~~Business Combination, in~~ ~~our Annual Report on Form 10-K filed with the SEC on April 7, 2022. We have not booked any adjustments to the initial fair values booked at acquisition date.~~

Pursuant to terms of the stock purchase agreement, the acquisition and earn-out payments consist of the following: (i) $1,125, as adjusted for working capital items, on June 30, 2022, (ii) the issuance of shares of our common stock with an aggregate value of $2,250, in 2 equal installments valued at up to $1,125, determined on the last business day of each of the quarters ending March 31, 2022 and September 30, 2022 and (iii) up to $1,250 in cash and issuance of shares of our common stock valued at up to $1,250 on the first anniversary of closing, as an earn-out payment based upon Lyte achieving certain annual revenue milestones as provided in the purchase agreement in the year following closing. We currently believe Lyte will achieve the annual revenue milestone and we will owe the full amount of the contingent consideration on the first annual anniversary of closing. There is $3,471 and $5,531 recorded in accrued expenses in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively, related to fair value of future acquisition payments and earn out payable due to the seller.

The following table summarizes the unaudited pro forma condensed consolidated financial information of Phunware for the three and six months ended June 30, 2021, as if the acquisition of Lyte had occurred on January 1, 2021:

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021
(in thousands) (unaudited)
Net revenues $ 3,583 $ 7,353
Net loss (7,943) (22,777)

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4. Revenue

Our platform revenue consists of SDK license subscriptions and application development services, as well as application transactions, which are comprised of in-app advertising and sales of our digital asset, PhunToken. Hardware revenue relates to the sale of high-performance personal computers. Refer to our revenue recognition policy under the subheading, Revenue Recognition, in Note 2, "Summary of Significant Accounting Policies," in our Annual Report on Form 10-K filed with the SEC on ~~April 7, 2022.~~March 31, 2023.

Disaggregation of Revenue

The following table sets forth our net revenues by category:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Platform revenue	Platform revenue	$	1,628	$	1,436	$	4,120	$	3,082	Platform revenue	$	1,295	$	1,628	$	2,640	$	4,120
Hardware revenue	Hardware revenue	3,857		—		8,143		—		Hardware revenue	2,192		3,857		5,594		8,143
Net revenues	Net revenues	$	5,485	$	1,436	$	12,263	$	3,082	Net revenues	$	3,487	$	5,485	$	8,234	$	12,263

We generate revenue in domestic and foreign regions and attribute net revenue to individual countries based on the location of the contracting entity. We derived ~~98% and 97%~~100% of our net revenues from within the United States for the three and six months ended June 30, ~~2022, respectively. We derived 99% of our net revenues from within the United States for~~2023. During the three and six months ended June 30, ~~2021.~~

~~The following table sets forth~~2022, we derived 98% and 97% of our ~~concentration of revenue sources as a percentage of total~~ net ~~revenues:~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Customer E 1 % 6 % 1 % 11 %
Customer F — % 21 % — % 19 %
Customer G — % 13 % — % 11 %

revenues from the United States, respectively.

Deferred Revenue

Our deferred revenue balance consisted of the following:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Current deferred revenue	Current deferred revenue					Current deferred revenue
Platform revenue	Platform revenue	$	1,616	$	1,824	Platform revenue	$	1,068	$	1,531
Hardware revenue	Hardware revenue	99		2,149		Hardware revenue	24		1,373
Total current deferred revenue	Total current deferred revenue	$	1,715	$	3,973	Total current deferred revenue	$	1,092	$	2,904

Non-current deferred revenue	Non-current deferred revenue					Non-current deferred revenue
Platform revenue	Platform revenue	$	859	$	1,299	Platform revenue	$	1,050	$	1,274
Total non-current deferred revenue	Total non-current deferred revenue	$	859	$	1,299	Total non-current deferred revenue	$	1,050	$	1,274
Total deferred revenue	Total deferred revenue	$	2,574	$	5,272	Total deferred revenue	$	2,142	$	4,178

Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue under the arrangements with customers. We recognize deferred revenue as revenue only when revenue recognition criteria are met. During the six months ended June 30, ~~2022,~~2023, we recognized revenue of ~~$3,182~~$2,741 that was included in our deferred revenue balance as of December 31, ~~2021.~~

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2022.

Remaining Performance Obligations

Remaining performance obligations were ~~$5,243~~$5,238 as of June 30, ~~2022,~~2023, of which we expect to recognize approximately ~~40%~~33% as revenue over the next 12 months and the remainder thereafter.

PhunToken

In ~~May~~ 2021, we announced the commencement of the selling of PhunToken. PhunToken is our innovative digital asset intended to be utilized within our token ecosystem, once developed, to help drive engagement by unlocking features and capabilities of our ~~MaaS~~ platform. We did not sell any PhunToken during the six months ended June 30, 2023. During the six months

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ended June 30, 2022, we sold 186.8 million PhunToken for an aggregate of $1,533, for which we received both cash and digital assets from customers. Sales of PhunToken are recorded within platform revenue in the table above.

In March 2022, certain members of our senior management team purchased 827.5 million PhunToken pursuant to Restricted Token Purchase Agreements, at an aggregate purchase price of approximately $7. The PhunToken will be transferred to employees over a time-based delivery schedule ranging from ~~one~~ ~~to four years. The Company will have the right to repurchase any PhunToken not delivered to the employee as a result of voluntary termination or termination for cause.~~

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, total issued PhunToken were ~~461.3 million and 131.7 million, respectively.~~377.2 million. Total supply of PhunToken is capped at 10 billion.

5. Digital Assets

Payments by customers in and purchases by us of digital assets were primarily of bitcoin and ethereum. We currently account for all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. We have ownership of and control over our digital assets and we may use third-party custodial services or self-custody solutions to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any impairment losses incurred since acquisition.

~~5. Inventory~~

~~Our inventory balance~~We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the ~~dates~~active exchange(s) that we have determined is the principal market for bitcoin, ethereum and other digital asset holdings (Level 1 inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest intraday market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value. The fair value of our digital asset holdings at June 30, 2023 is $84.

The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented ~~consisted~~net of any impairment losses for the same digital assets held. In determining the gain or loss to be recognized upon sale, we calculate the difference between the sales price and carrying value of the ~~following:~~digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within other income (expense) in our condensed consolidated statements of operations and comprehensive loss. Impairment loss was $0 and $12,158 for the three months ended June 30, 2023 and 2022, respectively. We recognized $50 and $21,511 of impairment losses during the six months ended June 30, 2023 and 2022, respectively.

June 30, 2022 December 31, 2021
Raw materials $ 3,173 $ 2,075
Work-in-process — 207
Finished goods 113 138
Other 242 216
Total inventory $ 3,528 $ 2,636
The following table sets forth our digital asset holdings as of June 30, 2023:


Asset	Gross Carrying Amount		Accumulated Digital Asset Impairment		Digital Asset Carrying Value
Bitcoin	$	16	$	(3)	$	13
Ether	80		(28)		$	52
Other	7		(1)		$	6
Total	$	103	$	(32)	$	71

The following table sets forth our digital asset holdings as of December 31, 2022:


Asset	Gross Carrying Amount		Accumulated Digital Asset Impairment		Digital Asset Carrying Value
Bitcoin	$	34,994	$	(25,534)	$	9,460
Ether	1,506		(1,156)		350
Other	1,237		(910)		327
Total	$	37,737	$	(27,600)	$	10,137

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Gross carrying amount and accumulated digital asset impairment noted above represent carrying amount and impairment, respectively, on the remaining cost lots as of the respective dates. Changes in our digital asset holdings for six months ended June 30, 2023 were as follows:


	Bitcoin		Ethereum		Other		Total
Net balance as of December 31, 2022	$	9,460	$	350	$	327	$	10,137
Received from customers, net of expenses	—		(1)		65		64

Exchanges of digital assets	—		557		(557)		—
Disposal proceeds	(14,154)		(1,236)		—		(15,390)
Gain on sale of digital assets	4,707		382		221		5,310
Impairment expense	—		—		(50)		(50)
Net balance as of June 30, 2023	$	13	$	52	$	6	$	71

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6. Debt

~~2021~~2022 Promissory Note

~~In connection with the acquisition of Lyte,~~On July 6, 2022, we entered into a note purchase agreement and completed the sale of an unsecured promissory note (the ~~"2021~~"2022 Promissory Note") with an original principal amount of ~~$5,220~~$12,809 in a private ~~placement that closed on October 18, 2021.~~placement. The ~~2021~~2022 Promissory Note was sold with an original issue discount of ~~$200~~$492 and we paid at closing issuance costs totaling ~~$280.~~$522. After deducting all transaction ~~costs,~~fees paid by us at closing, net cash proceeds to the Company at closing were ~~$4,740.~~$11,795. No interest ~~will~~was to accrue on the ~~2021~~2022 Promissory ~~Note unless and~~Note. Beginning on November 1, 2022, our monthly amortization payment was approximately $1,566, until the ~~occurrence~~original maturity date of ~~an event of default (as~~July 1, 2023. We had the right to defer any monthly payment by one month up to twelve times so long as certain conditions, as defined in the ~~2021 Promissory Note). Beginning on January 15,~~ 2022 ~~and on the same day of each month thereafter until the 2021~~ Promissory Note, ~~is paid in full,~~are satisfied. In the event we ~~are required~~exercise the deferral right for any given month: (i) the outstanding balance will automatically increase by 1.85%; (ii) we will not be obligated to make athe monthly ~~amortization payments in the amount of $574 until~~payment for such month; and (iii) the maturity date ~~of October 15, 2022.~~will be extended for one month. We may prepay any or all outstanding balance of the ~~2021~~2022 Promissory Note earlier than it is due ~~with a prepayment premium~~by paying the noteholder 110% of ~~110%.~~the portion of the outstanding balance we elect to prepay. The prepayment premium also applies to the monthly amortization payments.

On March 15, 2023, we elected to defer monthly payment obligations for April, May, June and July 2023, as permitted, at the time, by the 2022 Promissory Note. In connection therewith, we entered into a waiver agreement with the holder waiving the Payment Deferral Conditions, as defined in the 2022 Promissory Note. For agreeing to waive the Payment Deferral Conditions, we agreed to compensate the noteholder an amount equal to 5% of the outstanding balance immediately before entering into the waiver agreement. As a result of our election to defer the four (4) monthly payments, ~~which amounts~~the outstanding balance of the 2022 Promissory Note was increased by 1.85% on the first day of each month beginning on April 1, 2023 and concluding on July 1, 2023. The waiver fee and the additional principal was to be paid in connection with our monthly installment payments once the deferral period concluded. Beginning on August 1, 2023 and on the same day of each month thereafter, we were required to pay to the noteholder the new monthly amortization payment in the amount of $1,769. We evaluated the modification in accordance with the guidance as in ASC 470 - Debt, and we concluded that the modification was not an extinguishment of the original debt; therefore, no gain or loss was recognized upon modification. As a result of entering into the waiver agreement, the effective interest rate of the 2022 Promissory Note as of June 30, 2023 was approximately ~~18%~~34.98%. On August 14, 2023, we entered into an amendment to the 2022 Promissory Note with the noteholder. See Note 12 for further discussion.

The ~~2021~~2022 Promissory Note had a principal balance of ~~$2,088~~$6,432 and ~~$5,220~~$9,962 and debt discount of ~~$57~~$338 and ~~$316~~$295 at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

~~Interest Expense~~

~~The following table sets forth interest expense for our various debt obligations included on the condensed consolidated statements of operations and comprehensive loss:~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
2021 Promissory Note $ 122 $ — $ 300 $ —
2020 Convertible Notes — 659 — 1,111
Accretion of debt discount - issuance costs 103 1,121 258 1,741
Accretion of debt discount - warrants — — — 1,029
All other debt and financing obligations 48 65 96 183
Total $ 273 $ 1,845 $ 654 $ 4,064

Other Debt Obligations

Other than the ~~2021~~2022 Promissory Note referenced above, ~~and disclosures contained within Note 12,~~ ~~Subsequent Events~~, there have been no material changes to the terms and conditions of our other debt obligations ~~including the payments in full thereof,~~ since the filing of our Annual Report on Form 10-K. See Note 9, 8, "~~Debt~~Debt", in our Annual Report on Form 10-K filed with the SEC on ~~April 7,~~March 31, 2022.

Interest Expense

~~7. Leases~~

~~On March 15,~~Interest expense amounted to $553 and $273 for the three months ended June 30, 2023 and 2022, ~~we entered into a lease agreement, in which we will lease approximately 21,830 square feet in Round Rock, Texas, which we intend to use as manufacturing~~respectively. Interest expense was $1,090 and ~~warehouse space~~$654 for ~~our Lyte computer division. The term of~~ the ~~lease is five years~~six months ended June 30, 2023 and commences on the earliest of (a) the date we occupy any portion of the premises and begin conducting business therein, (b) the date on which construction is substantially completed in the building (as defined in the construction addendum) or (c) the date the landlord would have achieved substantial completion of construction of the building but for a delay caused by us (as defined in the construction addendum). The lease provides for initial base rent payments of approximately $27 per month, subject to escalations. In addition, we will be responsible for payments equal to our proportionate share of operating expenses, which is currently estimated to be approximately $7 per month, which is also subject to adjustment to actual costs and expenses according to provisions of the lease. We took possession of the lease in July 2022. In accordance with authoritative guidance, we will defer recording the right-of-use asset and lease liability until such date the lessor makes the leased premises available for our use.

~~On June 3,~~ 2022, we entered into a lease agreement pursuant to which we will lease approximately 7,458 square feet in Austin, Texas, which we intend to use as professional office space for our corporate headquarters. The term of the Lease commenced on June 10, 2022 and has a term of sixty-four (64) months. The lease provides for rent abatement until Septemberrespectively.

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30, 2022. Beginning on October 1, 2022, initial base rent payments are approximately $28 per month, subject to escalations contained therein. In addition, we will be responsible for payments equal to our proportionate share of operating expenses, which is currently estimated to be approximately $9 per month, plus electrical and janitorial services, which are to be contracted and paid separately by us. As a result of entering into this lease agreement, we recorded a right-of-use asset and corresponding lease liability of $1,508 on the commencement date noted above.7. Leases

Further information regarding our other office leases and accounting thereof are located in Note 2, "Summary of Significant Accounting Policies," and Note ~~10,~~ 9, "Leases," in our Annual Report on Form 10-K filed with the SEC on ~~April 7, 2022.~~March 31, 2023.

~~The weighted-average remaining lease term for our operating leases as of June 30, 2022 was 4.13 years.~~ We recognize lease expense on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense are included in general and administrative expense in our condensed consolidated statement of operations and comprehensive loss. Lease expense for the three months ended June 30, 2023 and 2022 was $324 and $236, respectively. Lease expense for the six months ended June 30, 2023 and 2022 was ~~$236~~$649 and $440, respectively. ~~Lease expense~~The weighted-average remaining lease term for ~~the three and six months ended~~operating leases as of June 30, ~~2021~~2023 was ~~$209 and $421, respectively.~~3.6 years.

Future minimum lease obligations are set forth below:


Future minimum lease obligations years ending December 31,	Future minimum lease obligations years ending December 31,	Lease Obligations		Future minimum lease obligations years ending December 31,	Lease Obligations
2022 (Remainder)		$	404
2023		963
2023 (Remainder)				2023 (Remainder)	$	605
2024	2024	959		2024	1,305
2025	2025	569		2025	929
2026	2026	370		2026	744
2027				2027	508
Thereafter	Thereafter	284		Thereafter	—
		$	3,549		$	4,091
Less: Portion representing interest	Less: Portion representing interest	(691)		Less: Portion representing interest	(539)
		$	2,858		$	3,552

8. Commitments and Contingencies

Litigation

~~There~~Except as set forth below, there have been no material changes to the ~~disclosure~~disclosures related to our litigation matters since the filing of our Annual Report on Form ~~10-K, except as set forth below.~~10-K. See Note ~~11,~~10, "Commitments and Contingencies," in our Annual Report on Form 10-K filed with the SEC on ~~April 7, 2022~~March 31, 2023 for further information.

On February 18, 2022, certain stockholders filed a lawsuit against Phunware and its individual officers and directors. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al., was filed ~~in the~~ in the Court of Chancery of the state of Delaware (Cause No. 2022-0168-LWW). Plaintiffs alleged that they invested in various early rounds of financing while the Company was private and that Phunware should not have subjected their shares to a 180-day “lock up” period. Plaintiffs also allege that Phunware’s stock price dropped significantly during the lock up period and seek damages, costs and professional fees. We filed a motion to dismiss the complaint on May 27, 2022 and on July 15, 2022, Plaintiffs filed their answering brief in opposition to the motion to dismiss and a partial motion for summary judgement. ~~Our opposition~~All briefing and oral argument on the motion to dismiss and motion for partial summary judgement is complete. Both parties argued their positions before the Court of Chancery during a hearing on April 4, 2023. On June 16, 2023, the Court ruled on the motions without filing a written opinion. From the bench, Vice Chancellor Cook granted Phunware’s motion to dismiss on the Texas law-based claims and denied both the motion to dismiss and partial motion for summary judgment on the Delaware law claims. The parties engaged in ~~response to Plaintiffs’ answering brief is due by~~mediation in July 2023 and are scheduled for further mediation in late August ~~12, 2022 in accordance with the previously agreed upon schedule.~~2023. We ~~further~~ intend to vigorously defend against this lawsuit and any appeals. We have not recorded ~~an expense~~a liability related to this matter because any potential loss is not currently probable or reasonably estimable. Additionally, we cannot presently estimate the range of loss, if any, that may result from the matter. It is possible that the ultimate resolution of the foregoing matter, or other similar matters, if resolved in a manner unfavorable to us, may be materially adverse to our business, financial condition, results of operations or liquidity.

From time to time, we are and may become involved in various legal proceedings in the ordinary course of business. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular reporting period. In addition, for the matters disclosed above that do not

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include an estimate of the amount of loss or range of losses, such an estimate is not possible, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies.

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9. Stockholders’ Equity

Common Stock

Total common stock authorized to be issued as of June 30, ~~2022~~2023 was 1,000,000,000 shares, with a par value of $0.0001 per share. AtAs of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~98,137,070~~107,058,624 and ~~96,751,610~~103,153,337 shares of our common stock ~~outstanding.~~outstanding, respectfully.

On January 31, 2022, we entered into an At Market Issuance Sales Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell, from time to time, shares of our common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $100,000, through or to Wainwright, as agent or principal. We are not obligated to sell shares of our common stock under the sales agreement with Wainwright. ~~As of June 30, 2022, we have not sold any shares of common stock pursuant to the sales agreement with Wainwright.~~ Sales of shares of our common stock sold under the sales agreement ~~will be~~are made pursuant to an effective shelf registration statement on Form S-3 in the amount of $200,000 filed with the SEC on February 1, 2022.

~~In January 2021, 2,670,121~~ During the six months ended June 30, 2023, we sold 1,715,136 shares of our common stock ~~were sold in an at-the-market offering with Ascendiant Capital Markets, LLC ("Ascendiant")~~ for aggregate net cash proceeds of ~~$5,058.~~$995. Transaction costs were ~~$156. We terminated~~$32. As of June 30, 2023, $94.4 million of shares of our common stock remains issuable pursuant to the ~~Sales Agreement with Ascendiant effective as of March 28, 2021.~~

~~In February 2021, we entered into an underwriting~~sales agreement with ~~Northland Securities, Inc.~~Wainwright.

Stock Repurchase Plan

On January 5, 2023, our board of directors authorized and ~~Roth Capital Partners, LLC, relating~~approved a stock repurchase program for the repurchase of outstanding shares of our common stock with an aggregate value of up to ~~an underwritten public offering~~$5,000. The authorization permits us to ~~which~~repurchase shares of our common stock from time-to-time through open market repurchases at prevailing market prices, in accordance with federal securities laws. The stock repurchase plan is expected to be completed over the next twelve (12) months and may be amended or terminated at any time, in the sole discretion of the board. The exact means, number and timing of stock repurchases depend on market conditions, applicable legal requirements and other factors, and have been funded through the liquidation of our bitcoin holdings. During the six months ended June 30, 2023, we ~~issued 11,761,111~~repurchased 506,500 shares of our common stock at an ~~offering~~aggregate repurchase price of ~~$2.25 per share. Aggregate cash proceeds at closing, net of transaction costs of $1,740, totaled $24,722. We incurred additional transaction costs paid outside of closing of $75.~~

On April 7, 2021, we entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. ("B. Riley"), pursuant to which we may offer and sell, from time to time, shares of our common stock through or to B. Riley, for an aggregate offering price of up to $25,000. We paid B. Riley a commission of 3% of the gross proceeds of the sales price per share for sales of our common stock sold through or to B. Riley. As of June 30, 2021, 691,584 shares of our common stock has been sold and we have received aggregate net cash proceeds of $979, of which $112 had been received by us in cash as of June 30, 2021. We received the balance subsequent to the end of the quarter, and accordingly, we recorded $867 in prepaid expenses and other current assets as of June 30, 2021. Transaction costs were $30. We also incurred additional transaction costs paid outside of closing of $147. We terminated the sales agreement with B. Riley on February 4, 2022, with an effective date of February 9, 2022.$502.

Warrants

We have various warrants outstanding. A summary of our outstanding warrants is set forth below:

June 30, 2022 December 31, 2021
Warrant Type Cash Exercise
Price per
share Number of warrants Cash Exercise
Price per
share Number of warrants
2020 Convertible Note warrant $ 2.25 1,780,000 $ 2.25 1,780,000
Common stock warrant (Series D-1) $ 2.25 35,555 $ 2.25 35,555
Common stock warrants (Series F) $ 9.22 377,402 $ 9.22 377,402
Public warrants (PHUNW) $ 11.50 1,761,291 $ 11.50 1,761,291
Private placement warrants $ 11.50 1,658,381 $ 11.50 1,658,381
Unit purchase option warrants $ 11.50 24,172 $ 11.50 24,172
Total 5,636,801 5,636,801

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	June 30, 2023			December 31, 2022
Warrant Type	Cash Exercise Price per share		Number of warrants	Cash Exercise Price per share		Number of warrants

2020 Convertible Note warrant	$	1.42	2,811,315	$	1.42	2,811,315
Common stock warrants (Series F)	$	9.22	—	$	9.22	377,402
Public warrants (PHUNW)	$	11.50	1,761,291	$	11.50	1,761,291
Private placement warrants	$	11.50	1,658,381	$	11.50	1,658,381
Unit purchase option warrants	$	11.50	24,172	$	11.50	24,172
Total			6,255,159			6,632,561

Except as set forth below, there have been no material changes to the terms of our outstanding warrants. Additional information about our various warrants outstanding is in included under the subheading, "Warrants", in Note ~~13,~~ 12, "Stockholders' Equity," in our Annual Report on Form 10-K filed with the SEC on ~~April 7, 2022.~~March 31, 2023.

2020 Convertible Note Warrant

In connection with the issuance of the 2020 Convertible Notes, in 2020, we issued a warrant exercisable for three (3) years for the purchase, initially, of up to an aggregate of 2,160,000 shares of the Company's common stock at an initial exercise price of $4.00 per share. The number of shares and exercise price are each subject to adjustment provided under the warrant. As a result of our underwritten public offering in February 2021, the exercise price of each share decreased to $2.25 per share, and the number of shares for which the warrant is exercisable increased to 3,840,000 shares. Furthermore, in October 2021, we issued shares to the seller of Lyte as purchase consideration at a price of $1.4246 per share, and as a result, the exercise price of

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the warrant adjusted accordingly and the number of shares exercisable thereunder increased to 2,811,315. The holder also partially exercised the warrant in 2021.

If, at the time of exercise of the warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares, then the warrant may also be exercised, in whole or in part, by means of a “cashless exercise.” The registration statement registering 2,160,000 shares of our common stock issuable pursuant to the terms of the warrant was declared effective by the SEC on October 27, 2020. In April 2022, we filed a registration statement, as amended, registering 250% of the additional warrant shares as result of the adjustment noted above. The registration statement was declared effective by the SEC on May 2, 2022. The warrant may not be exercised if, after giving effect to the exercise, the investor would beneficially own amounts in excess of those permissible under the terms of the warrant. The warrant expired July 15, 2023.

10. Stock-Based Compensation

Stock-Based Compensation

Compensation costs that have been included in our condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below:


	Three Months Ended June 30,				Six Months Ended June 30,
Stock-based compensation	2023		2022		2023		2022
Cost of revenues	$	111	$	49	$	364	$	95
Sales and marketing	35		27		132		45
General and administrative	1,260		595		2,119		1,067
Research and development	56		35		209		63
Total stock-based compensation	$	1,462	$	706	$	2,824	$	1,270

As of June 30, 2023, there was approximately $324, $1,068, $3,098, $167 and $0.2 of total unrecognized compensation cost related to the 2023 Inducement Plan, the 2022 Inducement Plan, the 2018 Equity Incentive Plan (the "2018 Plan"), the 2018 Employee Stock Purchase Plan (the "2018 ESPP") and the 2009 Equity Incentive Plan (the "2009 Plan"), respectively. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 2.9 years, 2.5 years, 1.7 years, 1.9 years and 0.4 years for the 2023 Inducement Plan, 2022 Inducement Plan, 2018 Plan, the 2018 ESPP and 2009 Plan, respectively.

~~There~~Except as set forth below, there have been no material changes to the terms of ~~our~~the 2018 ~~Equity Incentive~~ Plan, ~~(the "2018 Plan"),~~the 2018 ~~Employee Stock Purchase~~ESPP and the 2009 Plan ~~("2018 ESPP") and 2009 Equity Incentive Plan ("2009 Plan")~~ since the filing of our Annual Report on Form 10-K. Refer to Note ~~14,~~ 13, "Stock-Based Compensation," in our Annual Report on Form 10-K filed with the SEC on ~~April 7, 2022~~March 31, 2023 for more information on our various equity incentive plans.

2023 Inducement Plan

Our board of directors adopted the Phunware, Inc. 2023 Inducement Plan (the "2023 Inducement Plan") in June 2023. As permitted by Nasdaq Stock Market rules, our stockholders were not required to approve the 2023 Inducement Plan. The plan provides of up to 600,000 shares of our common stock under awards granted to newly hired employees. An "award" is any right to receive common stock of the Company consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards or restricted stock units.

On June 30, 2023, we made an inducement grant to a newly hired officer of the Company of 600,000 restricted stock units under the 2023 Inducement Plan with a grant date fair value of $0.54 per share. One-third of the restricted stock units will vest on June 3, 2024 and the remainder will vest in equal installments over two annual periods beginning on June 2, 2025 and concluding on June 1, 2026, subject to the employee's continued service on such vesting date. Shares will be delivered electronically to the holder shortly after vest date.

2022 Inducement Plan

Our board of directors adopted the Phunware, Inc. 2022 Inducement Plan (the "2022 Inducement Plan") in January 2023. As permitted by Nasdaq Stock Market rules, our stockholders were not required to approve the 2022 Inducement Plan.

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The plan provides of up to 1,470,588 shares of our common stock under awards granted to newly hired employees. An "award" is any right to receive common stock of the Company consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards or restricted stock units.

In January 2023, we made an inducement grant to a newly hired officer of the Company of 1,470,588 restricted stock units under the 2022 Inducement Plan with a grant date fair value of $0.87 per share. One-third, or 490,196, of the restricted stock units will vest on December 28, 2023 and the remainder will vest in equal installments over eight quarterly periods beginning on March 31, 2024 with the final vesting date occurring on December 28, 2025, subject to the employee's continued service on such vesting date. Shares will be delivered electronically to the holder shortly after vest date.

2018 Equity Incentive Plan

Shares of common stock reserved for issuance under the 2018 Plan also ~~will~~ include any shares of common stock subject to stock options, restricted stock units or similar awards granted under the 2009 Plan, that, on or after the adoption of the 2018 Plan, expire or otherwise terminate without having been exercised in full and shares of common stock issued pursuant to awards granted under the 2009 Plan that are forfeited to or repurchased by us. As of June 30, ~~2022,~~2023, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is ~~897,229.~~779,531. Not including the maximum number of shares from the 2009 Plan that may be added to the 2018 Plan, the 2018 Plan had ~~3,582,435~~7,178,608 and ~~762,038~~4,382,662 shares of common stock reserved for future issuances as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Restricted Stock Units

A summary of our restricted stock unit activity under the 2018 Plan for the six months ended June 30, ~~2022~~2023 is set forth below:

Shares Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2021 3,576,270 $ 1.94
Granted — —
Released (881,924) 1.85
Forfeited (73,000) 2.33
Outstanding as of June 30, 2022 2,621,346 $ 1.95

~~Stock Options~~


	Shares	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022	2,957,995	$	1.75
Granted	2,616,704	0.88
Released	(2,508,922)	1.20
Forfeited	(292,484)	1.51
Outstanding as of June 30, 2023	2,773,293	$	1.25

During ~~third~~the first quarter of ~~2021,~~2023, we granted ~~an option~~1,921,000 restricted stock unit awards to ~~purchase 50,000 shares of our common stock to a non-employee consultant~~team members with an ~~exercise price~~average grant date fair value of ~~$1.08~~$0.92 per share. The ~~option vests over one year~~vesting provisions were generally such that one-third of the awards vested immediately with the remaining vesting at various dates through November 2024. We also granted 372,704 restricted stock unit awards to members of our team in ~~12 equal monthly installments. The non-employee consultant ceased providing services to us~~lieu of cash bonus earned during 2022 with a grant date fair value of $0.93. These awards vested immediately.

During the second quarter of ~~2022, and, as such, 12,500 shares~~2023, we granted 323,000 restricted stock unit awards to team members with an average grant date fair value of ~~this~~$0.60 per share. The vesting of these awards occurs at various dates through May 2027.

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Stock Options

A summary of our stock option ~~were forfeited as of such date. As of June 30, 2022, the holder had not exercised the balance of this stock option and this is the only stock option grant outstanding~~activity under the 2018 ~~Plan.~~Plan and related information is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2022	87,500	$	1.43	5.6	$	—
Granted	75,000	0.76
Exercised	—	—
Forfeited	(37,500)	1.08
Outstanding as of June 30, 2023	125,000	$	1.14	5.4	$	—
Exercisable as of June 30, 2023	106,250	$	1.20	5.4	$	—

2018 Employee Stock Purchase Plan

We use a Black-Scholes option pricing model to determine the fair value of shares to be purchased under the 2018 ESPP. Stock-based compensation expense related to our 2018 ESPP for the ~~three and~~ six months ended June 30, ~~2022~~2023 was not significant. There were ~~911,245~~1,528,745 and ~~189,215~~802,893 shares of common stock available for sale and reserved for issuance as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

2009 Equity Incentive Plan

A summary of our option activity under the 2009 Plan and related information is as follows:


		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value			Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021		925,467	$	0.80	5.59	$	1,692
Outstanding as of December 31, 2022								Outstanding as of December 31, 2022	874,279	$	0.80	4.2	$	130
Granted	Granted	—	—					Granted	—	—
Exercised	Exercised	(22,757)	0.68					Exercised	(94,748)	0.61
Forfeited	Forfeited	(5,481)	2.00					Forfeited	—	—
Outstanding as of June 30, 2022		897,229	$	0.80	5.21	$	374
Exercisable as of June 30, 2022		895,638	$	0.79	5.21	$	374
Outstanding as of June 30, 2023								Outstanding as of June 30, 2023	779,531	$	0.83	4.1	$	1
Exercisable as of June 30, 2023								Exercisable as of June 30, 2023	779,339	$	0.83	4.1	$	1

For the ~~six~~three months ended June 30, ~~2022,~~2023, the aggregate intrinsic value of options exercised was ~~$374~~$16 and the total fair value of options vested was ~~$16.~~not significant.

~~Stock-Based Compensation~~

~~Compensation costs that have been included in our condensed consolidated statements~~

Table of ~~operations and comprehensive loss for all stock-based compensation arrangements is set forth below:~~Contents

Three Months Ended June 30, Six Months Ended June 30,
Stock-based compensation 2022 2021 2022 2021
Cost of revenues $ 49 $ 323 $ 95 $ 532
Sales and marketing 27 129 45 231
General and administrative 595 709 1,067 1,334
Research and development 35 222 63 341
Total stock-based compensation $ 706 $ 1,383 $ 1,270 $ 2,438

As of June 30, 2022, there was approximately $4,588, $293 and $2 of total unrecognized compensation cost related to the 2018 Plan, the 2018 ESPP and the 2009 Plan, respectively. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 2.3 years, 1.3 years and 0.9 years for the 2018 Plan, the 2018 ESPP and 2009 Plan, respectively.

11. Segment and Geographic Information

Our chief operating decision maker is our Chief Executive Officer ("CEO"). Our CEO reviews operating segment information for the purposes of allocating resources and evaluating financial performance. We have determined that the Company operates in 2a two reporting segments: Phunware and Lyte. ~~In 2021, but prior to the acquisition of Lyte, our CEO reviewed the~~

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~~financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.~~

Selected information for the Company's operating segments and a reconciliation to the condensed consolidated financial statement amounts are as follows:


		Three Months Ended June 30, 2022							Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
		Phunware		Lyte		Consolidated			Phunware		Lyte		Consolidated		Phunware		Lyte		Consolidated
Net revenues	Net revenues	$	1,628	$	3,857	$	5,485	Net revenues	$	1,295	$	2,192	$	3,487	$	1,628	$	3,857	$	5,485

Loss before taxes	Loss before taxes	$	(16,708)	$	(363)	$	(17,071)	Loss before taxes	$	(4,349)	$	(2,175)	$	(6,524)	$	(16,708)	$	(363)	$	(17,071)


		Six Months Ended June 30, 2022							Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
		Phunware		Lyte		Consolidated			Phunware		Lyte		Consolidated				Phunware		Lyte		Consolidated
Net revenues	Net revenues	$	4,120	$	8,143	$	12,263	Net revenues	$	2,640	$	5,594	$	8,234			$	4,120	$	8,143	$	12,263

Loss before taxes	Loss before taxes	$	(31,067)	$	(921)	$	(31,988)	Loss before taxes	$	(7,950)	$	(2,843)	$	(10,793)	$	(10,793)	$	(31,067)	$	(921)	$	(31,988)

June 30, 2022
Phunware Lyte Consolidated
Goodwill $ 25,769 $ 7,373 $ 33,142
Total assets $ 57,057 $ 4,179 $ 61,236


		December 31, 2021							June 30, 2023						December 31, 2022
		Phunware		Lyte		Consolidated			Phunware		Lyte		Consolidated		Phunware		Lyte		Consolidated
Goodwill	Goodwill	$	25,887	$	7,373	$	33,260	Goodwill	$	25,811	$	4,145	$	29,956	$	25,765	$	5,348	$	31,113
Total assets	Total assets	$	94,621	$	4,673	$	99,294	Total assets	$	29,633	$	11,157	$	40,790	$	42,349	$	12,486	$	54,835

Identifiable long-lived assets attributed to the United States and international geographies are based upon the country in which the asset is located or owned. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, all of our identifiable long-lived assets were in the United States.

12. Subsequent Events

~~We have evaluated subsequent events~~From July 1, 2023 through August 14, 2023, we sold an additional 13,086,060 shares of our common stock pursuant to the ~~date the financial statements~~terms of our At Market Issuance Sales Agreement with Wainwright for aggregate net cash proceeds of $5,489. Transaction costs were ~~issued.~~not significant.

From July 1, 2023 through August 14, 2023, vested restricted stock units covering 210,900 shares of our common stock were released to team members and service providers that related to grants previously awarded to those individuals.

On ~~July 6, 2022,~~August 14, 2023, we entered into ~~a note purchase agreement and completed the sale of~~ an unsecured promissory note (the "2022 Promissory Note") with an original principal amount of $12,809 in a private placement with the same investor of our 2021 Promissory Note. The 2022 Promissory Note was sold with an original issue discount of $492 and we paid at closing issuance costs totaling $522. After deducting all transaction fees paid by us at closing, net cash proceedsamendment to ~~the Company at closing were $11,795. No interest will accrue on~~ the 2022 Promissory Note ~~unless~~with the noteholder. The amendment extends the maturity date to June 1, 2024 and ~~until the occurrence~~provides that effective August 1, 2023, we are required to make monthly amortization payments of ~~an event of default, as defined in the 2022 Promissory Note. Beginning~~at least $800 commencing on ~~November 1, 2022 and on the same day of each month thereafter~~August 31, 2023 until the 2022 Promissory Note is ~~paid in full, we are~~paid-in-full. Furthermore, the amendment removed the required payment of $1,769 that was due on August 1, 2023. We also granted the holder certain limited conversion rights, subject to ~~make~~advance payment and volume conditions. Conversions into shares of our common stock made pursuant to the limited conversion rights will be calculated on a conversion price equal to 90% of the lower of (i) the closing trading price of our common stock on the trading day immediately preceding the date for such conversion or (ii) the average closing trading price of our common stock for the five trading days immediately preceding the date for such conversion. If the holder elects to convert pursuant to the limited conversion option, such conversions will reduce the current month’s monthly amortization ~~payments~~payment. Any conversions in any given month in excess of the ~~amount of $1,566 until~~$800 monthly payment will be applied to reduce the ~~maturity date of July 1, 2022,~~following month's required monthly amortization payment. In connection with the amendment, we agreed to pay an extension fee equal to approximately $708, which is subject to adjustment for any payment deferrals we elect. We have the right to defer any monthly payment by one month up to twelve times so long as certain conditions, as defined in the 2022 Promissory Note, are satisfied. In the event we exercise the deferral right for any given month: (i)10% of the outstanding balance will automatically increase by 1.85%; (ii) we will not be obligated to make the monthly payment for such month; and (iii) the maturity date will be extended for one month. We may prepay any or all outstandingprincipal balance of the 2022 Promissory ~~Note earlier than it is due with~~Note. The amendment also provides that the outstanding balance shall accrue interest at a ~~prepayment premium~~rate of ~~110%. The prepayment premium also applies to~~8% beginning on August 1, 2023, and payment deferrals are no longer permitted under the ~~monthly amortization payments.~~2022 Promissory Note.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this section to “we,” “us,” "our," or “the Company” refer to ~~Phunware.~~Phunware, Inc. References to “management” or “management team” refer to ~~Phunware’s~~our officers and directors.

The following discussion and analysis of ~~Phunware’s~~our financial condition and results of operations should be read in conjunction with ~~Phunware’s~~our condensed consolidated financial statements and the related notes ~~to those statements~~thereto presented in “Part I – Item 1. Financial Statements.” ~~In addition to historical financial information,~~ As discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. ~~Phunware’s~~Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those discussed in the section titled “Risk Factors” and elsewhere in this Report.

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our condensed consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

Phunware, Inc. offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Our ~~MaaS~~location-based software-as-a-service platform provides the entire mobile lifecycle of applications, media and data in one login through one procurement relationship. Our offerings include:


			•Enterprise mobile software development kits (SDKs) including content management, location-based services, marketing automation, business intelligence and analytics, alerts, notifications and messaging, audience engagement and audience monetization;
			•Integration of our SDK licenses into existing applications maintained by our customers, as well as custom application development and support services;
			•Cloud-based vertical solutions, which are off-the-shelf, iOS- and Android-based mobile application portfolios, solutions and services that address: the patient experience for healthcare, the shopper experience for retail, the fan experience for sports, the traveler experience for aviation, the luxury resident experience for real estate, the luxury guest experience for hospitality, the student experience for education and the generic user experience for all other verticals and applications; and
			•Application transactions for mobile audience building, user acquisition, application discovery, audience engagement and monetization, including our engagement-driven digital asset PhunToken.

We also offer and sell pre-packaged and custom high-end personal computer systems for gaming, streaming and cryptocurrency mining enthusiasts.

We intend to continue investing for long-term growth. We have invested and expect to continue investing in the expansion of our ability to market, sell and provide our current and future products and services to customers globally. We also expect to continue investing in the development and improvement of new and existing products and services to address customers' needs. We currently do not expect to be profitable in the near future.

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Key Business Metrics

Our management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. We believe that the most important of these measures include backlog and deferred revenue.

Backlog and Deferred Revenue. Backlog represents future amounts to be invoiced under our current agreements. At any point in the contract term, there can be amounts that we have not yet been contractually able to invoice. Until such time as these amounts are invoiced, they are not recorded in ~~revenues,~~revenue, deferred revenue, accounts receivable or elsewhere in our condensed consolidated financial statements, and are considered by us to be backlog. We expect backlog to fluctuate up or down from period to period for several reasons, including the timing and duration of customer contracts, varying billing cycles and the timing and duration of customer renewals. We reasonably expect approximately ~~36%~~43% of our backlog as of June 30, ~~2022~~2023 will be invoiced during the subsequent 12-month period, primarily due to the fact that our contracts are typically one to three years in length.

In addition, our deferred revenue consists of amounts that have been invoiced but ~~that~~ have not yet been recognized as revenues as of the end of athe reporting period. Together, the sum of deferred revenue and backlog represents the total billed and unbilled contract value yet to be recognized in revenues and provides visibility into future revenue streams.

The following table sets forth our backlog and deferred revenue:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
(in thousands)	(in thousands)					(in thousands)
Backlog	Backlog	$	2,669	$	3,316	Backlog	$	3,096	$	3,824
Deferred revenue	Deferred revenue	2,574		5,272		Deferred revenue	2,142		4,178
Total backlog and deferred revenue	Total backlog and deferred revenue	$	5,243	$	8,588	Total backlog and deferred revenue	$	5,238	$	8,002

Non-GAAP Financial Measures

Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA

We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We also use certain non-GAAP financial measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior period results. Our non-GAAP financial measures include adjusted gross profit, adjusted gross margin and adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") (our "non-GAAP financial measures"). Management uses these measures (i) to compare operating performance on a consistent basis, (ii) to calculate incentive compensation for ~~its~~our employees, (iii) for planning purposes including the preparation of ~~its~~our internal annual operating budget and (iv) to evaluate the performance and effectiveness of operational strategies.

Our non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenue or net ~~income (loss),~~loss, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. Our non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations include:


			•Non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;
			•Our non-GAAP financial measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of ongoing ~~operations, and;~~operations; and
			•Other companies in our industry may calculate our non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

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We compensate for these limitations to our non-GAAP financial measures by relying primarily on our GAAP results and using our non-GAAP financial measures only for supplemental purposes. Our non-GAAP financial measures include adjustments for items that may not occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other peer companies over time. For example, it is useful to exclude non-cash, stock-based compensation expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and these expenses can vary significantly across periods due to timing of new stock-based awards. We may also exclude certain discrete, unusual, one-time, or non-cash costs in order to facilitate a more useful period-over-period comparison of ~~its~~our financial performance. Each of the normal recurring adjustments and other adjustments described in this paragraph help management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.

The following table sets forth the non-GAAP financial measures we monitor.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	(in thousands, except percentages)	2022			2021			2022			2021			(in thousands, except percentages)	2023			2022			2023			2022
Adjusted gross profit (1)	Adjusted gross profit (1)	$	1,569		$	638		3,386			1,805			Adjusted gross profit (1)	$	567		$	1,569		1,181			3,386
Adjusted gross margin (1)	Adjusted gross margin (1)	28.6		%	44.4		%	27.6		%	58.6		%	Adjusted gross margin (1)	16.3		%	28.6		%	14.3		%	27.6		%
Adjusted EBITDA (2)	Adjusted EBITDA (2)	$	(6,602)		$	(2,743)		$	(10,848)		$	(5,146)		Adjusted EBITDA (2)	$	(5,217)		$	(6,602)		$	(10,816)		$	(10,848)

(1)Adjusted gross profit and adjusted gross margin are non-GAAP financial measures. We believe that adjusted gross profit and adjusted gross margin provide supplemental information with respect to gross profit and gross margin regarding ongoing performance. We define adjusted gross profit as net revenues less cost of revenue, adjusted to exclude one-time revenue adjustments, stock-based compensation and amortization of intangible assets. We define adjusted gross margin as adjusted gross profit as a percentage of net revenues.

(2)Adjusted EBITDA is a non-GAAP financial measure. We believe ~~Adjusted~~adjusted EBITDA provides helpful information with respect to operating performance as viewed by management, including a view of our business that is not dependent on (i) the impact of our capitalization structure and (ii) items that are not part of day-to-day operations. We define adjusted EBITDA as net loss plus (i) interest expense, (ii) income tax expense, (iii) depreciation, (iv) amortization, and further adjusted for (v) non-cash impairment, ~~and~~(vi) valuation adjustments and ~~(vi)~~(vii) stock-based compensation expense.

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Reconciliation of Non-GAAP Financial Measures

The following tables set forth a reconciliation of the most directly comparable GAAP financial measure to each of the non-GAAP financial measures discussed above.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	(in thousands, except percentages)	2022			2021			2022			2021			(in thousands, except percentages)	2023			2022			2023			2022
Gross profit	Gross profit	$	1,520		$	312		$	3,291		$	1,266		Gross profit	$	456		$	1,520		$	817		$	3,291

Add back: Amortization of intangibles		—			3			—			7

Add back: Stock-based compensation	Add back: Stock-based compensation	49			323			95			532			Add back: Stock-based compensation	111			49			364			95
Adjusted gross profit	Adjusted gross profit	$	1,569		$	638		$	3,386		$	1,805		Adjusted gross profit	$	567		$	1,569		$	1,181		$	3,386
Adjusted gross margin	Adjusted gross margin	28.6		%	44.4		%	27.6		%	58.6		%	Adjusted gross margin	16.3		%	28.6		%	14.3		%	27.6		%


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		2022		2021		(in thousands)	2023		2022		2023		2022
Net loss	Net loss	$	(17,071)	$	(7,776)	$	(31,988)	$	(22,083)	Net loss	$	(6,524)	$	(17,071)	$	(10,793)	$	(31,988)
Add back: Depreciation and amortization	Add back: Depreciation and amortization	182		25		368		58		Add back: Depreciation and amortization	188		182		376		368
Add back: Interest expense	Add back: Interest expense	273		1,845		654		4,064		Add back: Interest expense	553		273		1,090		654

EBITDA	EBITDA	(16,616)		(5,906)		(30,966)		(17,961)		EBITDA	(5,783)		(16,616)		(9,327)		(30,966)

Add back: Stock-based compensation		706		1,383		1,270		2,438
Add Back: Stock-based compensation										Add Back: Stock-based compensation	1,462		706		2,824		1,270

Add back: Loss on extinguishment of debt		—		2,184		—		7,952
Add back: Impairment of digital assets		12,158		776		21,511		776

(Less) Add back: Fair value adjustment of warrant liability		(2,682)		(1,180)		(2,469)		1,649
Less: Gain on sale of digital asset		(168)		—		(194)		—
Add Back: Impairment of digital currencies										Add Back: Impairment of digital currencies	—		12,158		50		21,511
Add Back: Impairment of goodwill										Add Back: Impairment of goodwill	1,203		—		1,203		—
Less: Fair value adjustment for warrant liabilities										Less: Fair value adjustment for warrant liabilities	(3)		(2,682)		(256)		(2,469)
Less: Gain on sale of digital assets										Less: Gain on sale of digital assets	(2,096)		(168)		(5,310)		(194)
Adjusted EBITDA	Adjusted EBITDA	$	(6,602)	$	(2,743)	$	(10,848)	$	(5,146)	Adjusted EBITDA	$	(5,217)	$	(6,602)	$	(10,816)	$	(10,848)

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Components of Results of Operations

Revenue and Gross Profit

There are a number of factors that impact the revenue and margin profile of the product, service and technology offerings we provide, including, but not limited to, solution and technology complexity, technical expertise requiring the combination of products and types of services provided, as well as other elements that may be specific to a particular client solution.

Platform Revenue and Gross Profit

Our platform revenue consists of software subscriptions, application development services and support and application transactions, which are comprised of in-app advertising and PhunToken sales.

Subscription revenue is derived from software license fees, which ~~comprise~~are comprised of subscription fees from customers licensing our Software Development Kits (SDKs), that ~~includes accessing the MaaS~~include access to our platform. Subscription revenue from SDK licenses gives the customer the right to access our ~~MaaS~~location-based software platform.

Application development revenue is derived from development services around designing and building new applications or enhancing existing applications. Support revenue is comprised of support and maintenance fees offor customer applications, software updates and technical support for application development services for a support term. From time to time, we may also provide professional services by outsourcing employees’ time and materials to customers.

We generate application transaction revenue by charging advertisers to deliver advertisements (ads) to users of mobile connected devices. Depending on the specific terms of each advertising contract, we generally recognize revenue based on the activity of mobile users viewing these ads. Fees from advertisers are commonly based on the number of ads delivered or views, clicks or actions by users on mobile advertisements delivered, and we recognize revenue at the time the user views, clicks or otherwise acts on the ad. We sell ads through several offerings: cost per thousand impressions and cost per click. ~~During~~In 2021, we ~~announced the commencement of~~commenced PhunToken sales. PhunToken is designed to reward consumers for their activity, such as watching branded videos, completing surveys and visiting points of interest. We recognize revenue related to PhunToken at time of delivery to a customer's ethereum-based wallet.

Platform gross profit is equal to subscriptions and services revenue less the cost of personnel and related costs for our support and professional services employees, external consultants, stock-based compensation and allocated overhead. Costs associated with our development and project management teams are generally recognized as incurred. Costs directly attributable to the development or support of applications relating to subscription customers are included in cost of sales, whereas costs related to the ongoing development and maintenance of ~~Phunware’s MaaS~~our software platform are expensed in research and development. Furthermore, gross profit related to application transactions is equal to application transaction revenue less cost of revenue associated with application transactions, which is impacted by the cost of advertising traffic we pay to our suppliers, the amount of traffic which we can purchase from those suppliers and ethereum blockchain fees paid to deliver PhunToken.

As a result, platform gross profit may fluctuate from period to period.

Hardware Revenue and Gross Profit

We acquired Lyte in October 2021. Revenue from Lyte is primarily derived from the sale of high-performance personal computers. Lyte computers are sold with a variety of pre-packaged solutions, as well as customizable solutions selected by our customers. A majority of Lyte's customers pay us via credit card payments, which is managed through a ~~third~~third- party processor. We recognize revenue at the time a completed unit ships from our facility.

Hardware gross profit is equal to hardware revenue less the costs associated with the assembly of computers. Hardware gross profit is impacted by the costs that we pay for parts incorporated into a Lyte computer system, as well as labor costs of our employees directly attributable to building computer systems and shipping. Demand may exceed available supply at times, which may hamper our ability to deliver computer systems in a timely manner and may increase the costs at which we can obtain inventory needed for computer builds. Customizable solutions we offer our customers may also vary from time to time. As a result, computer hardware revenue and gross profit may fluctuate from period to period. Although we plan to invest in Lyte for future growth, we may experience revenue and gross profit fluctuations as a result of seasonality.

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Gross Margin

Gross margin measures gross profit as a percentage of revenue. Gross margin is generally impacted by the same factors that affect changes in the mix of platform and hardware revenue.

Operating Expenses

Our operating expenses include sales and marketing expenses, general and administrative expenses, research and development expenses, depreciation and amortization of acquired intangible assets. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation and, in sales and marketing expense, commissions. ~~Legal settlements pertaining to litigation brought as a result of the Company's operations is also included in operating expenses.~~

Sales and Marketing Expense. Sales and marketing expense is comprised of compensation, commission expense, variable incentive pay and benefits related to sales personnel, along with travel expenses, other employee related costs, including stock-based compensation and expenses related to marketing programs and promotional activities. ~~We expect our~~Our sales and marketing expense ~~will~~may increase in absolute dollars as we increase our sales and marketing organizations as we plan to increase revenue but may fluctuate as a percentage of our total revenue from period to period.

General and Administrative Expense. General and administrative expense is comprised of compensation and benefits of administrative personnel, including variable incentive pay and stock-based compensation, bad debt expenses and other administrative costs such as facilities expenses, professional fees and travel expenses. We ~~expect to~~ incur ~~additional~~ general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and listing standards of Nasdaq, additional insurance expenses, investor relations activities and other administrative and professional ~~services.~~services, including, but not limited to legal and audit related expenses. We also expect to increase the size of our general and administrative function to support the growth of our business. As a result, ~~we expect that~~ our general and administrative expenses ~~will~~may increase in absolute dollars but may fluctuate as a percentage of our total revenue from period to period.

Research and Development Expense. Research and development expenses consist primarily of employee compensation costs and overhead allocation. We believe that continued investment in our platform is important for our growth. As a result, ~~we expect~~ our research and development expenses ~~will~~may increase in absolute dollars as our business grows but may fluctuate as a percentage of revenue from period to period.

Impairment of Goodwill. Goodwill impairment consists of non-cash impairment charges related to goodwill. We review goodwill for impairment annually on October 1 and more frequently if events or changes in circumstances indicate an impairment may exist. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the Company’s goodwill is calculated and an impairment charge equal to the excess is recorded.

Interest Expense

Interest expense includes interest related to our outstanding debt, including amortization of discounts and deferred issuance costs.

Refer to Note 6 "Debt" in the notes to the condensed consolidated financial statements included Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our debt offerings.

We also may seek additional debt ~~financings~~financing to fund the expansion of our business or to finance strategic acquisitions in the future, which may have an impact on our interest expense.

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Results of Operations

Net Revenues


		Three Months Ended June 30,						Change					Three Months Ended June 30,						Change
(in thousands, except percentages)	(in thousands, except percentages)	2022			2021			Amount		%		(in thousands, except percentages)	2023			2022			Amount		%
Net Revenues	Net Revenues											Net Revenues
Platform revenue	Platform revenue	$	1,628		$	1,436		$	192	13.4	%	Platform revenue	$	1,295		$	1,628		$	(333)	(20.5)	%
Hardware revenue	Hardware revenue	3,857			—			3,857		100.0	%	Hardware revenue	2,192			3,857			(1,665)		(43.2)	%
Net revenues	Net revenues	$	5,485		$	1,436		$	4,049	282.0	%	Net revenues	$	3,487		$	5,485		$	(1,998)	(36.4)	%
Platform revenue as percentage of total revenue	Platform revenue as percentage of total revenue	29.7		%	100.0		%					Platform revenue as percentage of total revenue	37.1		%	29.7		%
Hardware revenue as percentage of total revenue	Hardware revenue as percentage of total revenue	70.3		%	—		%					Hardware revenue as percentage of total revenue	62.9		%	70.3		%


		Six Months Ended June 30,						Change					Six Months Ended June 30,						Change
(in thousands, except percentages)	(in thousands, except percentages)	2022			2021			Amount		%		(in thousands, except percentages)	2023			2022			Amount		%
Net Revenues	Net Revenues											Net Revenues
Platform revenue	Platform revenue	$	4,120		$	3,082		$	1,038	33.7	%	Platform revenue	$	2,640		$	4,120		$	(1,480)	(35.9)	%
Hardware revenue	Hardware revenue	8,143			—			8,143		100.0	%	Hardware revenue	5,594			8,143			(2,549)		(31.3)	%
Net revenues	Net revenues	$	12,263		$	3,082		$	9,181	297.9	%	Net revenues	$	8,234		$	12,263		$	(4,029)	(32.9)	%
Platform revenue as percentage of total revenue	Platform revenue as percentage of total revenue	33.6		%	100.0		%					Platform revenue as percentage of total revenue	32.1		%	33.6		%
Hardware revenue as percentage of total revenue	Hardware revenue as percentage of total revenue	66.4		%	—		%					Hardware revenue as percentage of total revenue	67.9		%	66.4		%

Net revenues ~~increased $4.0~~decreased $2.0 million, or ~~282.0%~~36.4%, for the three months ended June 30, ~~2022~~2023 compared to the corresponding period in ~~2021.~~2022.

Platform revenue ~~increased $0.2~~decreased $0.3 million, or ~~13.4%~~(20.5)%, for the three months ended June 30, ~~2022,~~2023 compared to the corresponding period in ~~2021,~~2022, primarily due to PhunToken sales ~~of $0.6 million, as we commenced~~in 2022. We did not sell any PhunToken during the sale of PhunToken in the second quarter of 2021. These increases were partially offset by lower platform revenues for development, licensing and support services provided to a customer in 2021, as compared to 2022. This customer is identified as "~~Customer F"~~ ~~in Note 4,~~ ~~Revenue, in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.~~three months ended June 30, 2023.

Hardware revenue ~~of $3.9~~decreased by $1.7 million, or (43.2)%, for the three months ended June 30, 2023 compared to the corresponding period in 2022, ~~was~~as a result of ~~the acquisition of~~lower orders and resulting shipments for Lyte ~~in October 2021.~~computers.

Net revenues ~~increased $9.2~~decreased $4.0 million, or ~~297.9%~~(32.9)%, for the six months ended June 30, ~~2022~~2023 compared to the corresponding period in ~~2021.~~2022.

Platform revenue ~~increased $1.0~~decreased $1.5 million, or ~~33.7%~~(35.9)%, for the six months ended June 30, ~~2022,~~2023 compared to the corresponding period in ~~2021,~~2022, primarily due to PhunToken sales of $1.5 million ~~as we commenced~~in 2022. We did not sell any PhunToken during the sale of PhunToken in the second quarter of 2021 and $0.5 million from an increase in advertising campaigns. These increases were partially offset by greater platform revenues for development, licensing and support services provided to two customers in 2021, as compared to 2022. These customers are identified as "~~Customer E" and~~ "~~Customer F"~~ ~~in Note 4,~~ ~~Revenue, in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.~~six months ended June 30, 2023.

Hardware revenue ~~of $8.1~~decreased by $2.5 million, or (31.3)%, for the six months ended June 30, 2023 compared to the corresponding period in 2022, ~~was~~as a result of ~~the acquisition~~lower order backlog as of December 31, 2022, as compared to December 31, 2021 and lower sales of Lyte computers in ~~October 2021.~~2023, as compared to the prior year.

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Cost of Revenues, Gross Profit and Gross Margin


		Three Months Ended June 30,						Change					Three Months Ended June 30,						Change
(in thousands, except percentages)	(in thousands, except percentages)	2022			2021			Amount		%		(in thousands, except percentages)	2023			2022			Amount		%
Cost of Revenues	Cost of Revenues											Cost of Revenues
Platform revenue	Platform revenue	$	572		$	1,124		$	(552)	(49.1)	%	Platform revenue	$	759		$	572		$	187	32.7	%
Hardware revenue	Hardware revenue	3,393			—			3,393		100.0	%	Hardware revenue	2,272			3,393			(1,121)		(33.0)	%
Total cost of revenues	Total cost of revenues	$	3,965		$	1,124		$	2,841	252.8	%	Total cost of revenues	$	3,031		$	3,965		$	(934)	(23.6)	%

Gross Profit	Gross Profit											Gross Profit
Platform revenue	Platform revenue	$	1,056		$	312		$	744	238.5	%	Platform revenue	$	536		$	1,056		$	(520)	(49.2)	%
Hardware revenue	Hardware revenue	464			—			464		100.0	%	Hardware revenue	(80)			464			(544)		(117.2)	%
Total gross profit	Total gross profit	$	1,520		$	312		$	1,208	387.2	%	Total gross profit	$	456		$	1,520		$	(1,064)	(70.0)	%

Gross Margin	Gross Margin											Gross Margin
Platform revenue	Platform revenue	64.9		%	21.7		%					Platform revenue	41.4		%	64.9		%
Hardware revenue	Hardware revenue	12.0		%	—		%					Hardware revenue	(3.6)		%	12.0		%
Total gross margin	Total gross margin	27.7		%	21.7		%					Total gross margin	13.1		%	27.7		%


		Six Months Ended June 30,							Change					Six Months Ended June 30,						Change
(in thousands, except percentages)	(in thousands, except percentages)	2022				2021			Amount		%		(in thousands, except percentages)	2023			2022			Amount		%
Cost of Revenues	Cost of Revenues												Cost of Revenues
Platform revenue	Platform revenue	$	1,639			$	1,816		$	(177)	(9.7)	%	Platform revenue	$	2,030		$	1,639		$	391	23.9	%
Hardware revenue	Hardware revenue	7,333				—			7,333		100.0	%	Hardware revenue	5,387			7,333			(1,946)		(26.5)	%
Total cost of revenues	Total cost of revenues	$	8,972			$	1,816		$	7,156	394.1	%	Total cost of revenues	$	7,417		$	8,972		$	(1,555)	(17.3)	%

Gross Profit	Gross Profit												Gross Profit
Platform revenue	Platform revenue	$	2,481			$	1,266		$	1,215	96.0	%	Platform revenue	610			$	2,481		$	(1,871)	(75.4)	%
Hardware revenue	Hardware revenue	810				—			810		100.0	%	Hardware revenue	207			$	810		$	(603)	(74.4)	%
Total gross profit	Total gross profit	$	3,291			$	1,266		$	2,025	160.0	%	Total gross profit	$	817		$	3,291		$	(2,474)	(75.2)	%

Gross Margin	Gross Margin												Gross Margin
Platform revenue	Platform revenue	60.2		%		41.1		%					Platform revenue	23.1		%	60.2		%
Hardware revenue	Hardware revenue	9.9		%		—		%					Hardware revenue	3.7		%	9.9		%
Total gross margin	Total gross margin	26.8		%	%	41.1		%					Total gross margin	9.9		%	26.8		%

Total gross profit ~~increased $1.2~~decreased $1.1 million, or ~~387.2% and $2.0~~70.0%, three months ended June 30, 2023 compared to the corresponding period in 2022, as a result of the revenue items described above, as well as a $0.3 million charge recorded for obsolete Lyte inventory components.

Total gross profit decreased $2.5 million, or ~~160.0%~~75.2%, for the ~~three and~~ six months ended June 30, ~~2022, when~~2023 compared to the corresponding period of ~~2021, due to~~2022, as a result of the revenue items and Lyte inventory charge described above. Further decreases in gross profit are attributable to a $0.2 million increase in stock-based compensation expense and $0.2 million in less gross margin as a result of a lower transactional revenue.

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Operating Expenses

Three Months Ended June 30, Change
(in thousands, except percentages) 2022 2021 Amount %
Operating expenses
Sales and marketing $ 1,928 $ 639 $ 1,289 201.7 %
General and administrative 5,251 3,021 2,230 73.8 %
Research and development 1,876 846 1,030 121.7 %
Total operating expenses $ 9,055 $ 4,506 $ 4,549 101.0 %
Six Months Ended June 30, Change
(in thousands, except percentages) 2022 2021 Amount %
Operating expenses
Sales and marketing $ 3,413 0 $ 1,195 $ 2,218 185.6 %
General and administrative 9,556 5,779 3,777 65.4 %
Research and development 2,879 1,898 981 51.7 %
Total operating expenses $ 15,848 $ 8,872 $ 6,976 78.6 %


	Three Months Ended June 30,				Change
(in thousands, except percentages)	2023		2022		Amount		%
Operating expenses
Sales and marketing	$	1,472	$	1,928	$	(456)	(23.7)	%
General and administrative	4,766		5,251		(485)		(9.2)	%
Research and development	1,212		1,876		(664)		(35.4)	%
Impairment of goodwill	1,203		—		1,203		100.0	%
Total operating expenses	$	8,653	$	9,055	$	(402)	(4.4)	%


	Six Months Ended June 30,				Change
(in thousands, except percentages)	2023		2022		Amount		%
Operating expenses
Sales and marketing	$	2,600	$	3,413	$	(813)	(23.8)	%
General and administrative	9,478		9,556		(78)		(0.8)	%
Research and development	2,984		2,879		105		3.6	%
Impairment of goodwill	1,203		—		1,203		100.0	%
Total operating expenses	$	16,265	$	15,848	$	417	2.6	%

Sales and Marketing

Sales and marketing expense ~~increased $1.3~~decreased $0.5 million, or ~~201.7%~~(23.7)%, for the three months ended June 30, ~~2022~~2023 compared to the corresponding period of ~~2021,~~2022, primarily due to ~~an increase of $1 million of~~a decrease in marketing related expenditures ~~mostly related to Lyte and PhunToken. Other increases of $0.3 million of employee compensation costs due to higher headcount.~~for Lyte.

Sales and marketing expense ~~increased $2.2~~decreased $0.8 million, or ~~185.6%~~(23.8)%, for the six months ended June 30, ~~2022~~2023 compared to the corresponding period of ~~2021,~~2022, primarily due to ~~an increase of $1.8 million of~~a decrease in marketing related expenditures mostly related to Lyte and PhunToken. Other increases of $0.6 million of employee compensation costs due to higher headcount. These increases were offset by the decrease in stock-based compensation of $0.2 million.for Lyte.

General and Administrative

General and administrative expense ~~increased $2.2~~decreased $0.5 million, or ~~73.8%~~9.2%, for the three months ended June 30, ~~2022~~2023 compared to the corresponding period of ~~2021, primarily~~2022, due to ~~an increase of $0.9 million~~a $0.8 decrease in ~~payroll costs~~compensation related expenses, mainly related to ~~employee retention credit received during 2021,~~a decrease in bonus accrual and $0.4 million decrease in legal fees. These decreases were partially offset by a $0.7 million ~~in legal fees, $0.2 million related to amortization of trade name related to Lyte acquisition and $0.5 million in other general and administrative expenses. This~~ increase ~~was minimally offset by in decrease~~ in stock-based ~~compensation.~~compensation expense.

General and administrative expense ~~increased $3.8~~decreased $0.1 million, or ~~65.4%~~(0.8)%, for the six months ended June 30, ~~2022~~2023 compared to the corresponding period of ~~2021, primarily~~2022, due to ana $0.7 million decrease in compensation related expenses, as described above and $0.7 million decrease in professional fees for legal expenses and consultants. These decreases were mostly offset by a $1.0 million increase ~~of $1.5 million~~ in ~~payroll costs mainly related to employee retention credit received during 2021, $1.1 million in legal fees, $0.3 million related to amortization of trade name related to Lyte acquisition,~~stock-based compensation expense and $0.3 million in ~~bad debt recoveries that occurred in 2021 and $0.6 million in other general and administrative~~facility related expenses. ~~This increase was minimally offset by in decrease in stock-based compensation.~~

Research and Development

Research and development expense ~~increased $1.0~~decreased $0.7 million, or ~~121.7% and $1.0 million, or 51.7%~~(35.4)%, for the three ~~and six~~ months ended June 30, ~~2022,~~2023 compared to the corresponding period of ~~2021, respectively, primarily~~2022, as a result of a $0.4 million decrease in compensation expenses, mainly related to an adjustment to the Company's bonus accrual and $0.3 million for ~~increased headcount dedicated to research~~recruiting related expenses and contract labor.

Research and development ~~projects. This increase~~expense increased $0.1 million, or 3.6%, for the six months ended June 30, 2023 compared to the corresponding period of 2022. There was ~~minimally offset by in decrease in stock-based compensation.~~no individual expense category experienced a significant change.

Impairment of Goodwill

We recorded an impairment of goodwill of $1.2 million related to the Lyte operating segment of our business for the three months ended June 30, 2023. Refer to Note 3 "Supplemental Information" of the notes to the condensed consolidated

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financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion on our goodwill impairment.

Table of Contents

Other expense


		Three Months Ended June 30,				Change					Three Months Ended June 30,
(in thousands, except percentages)	(in thousands, except percentages)	2022		2021		Amount		%		(in thousands, except percentages)	2023		2022
Other income (expense)	Other income (expense)									Other income (expense)
Interest expense	Interest expense	$	(273)	$	(1,845)	$	1,572	(85.2)	%	Interest expense	$	(553)	$	(273)
Loss on extinguishment of debt		—		(2,184)		2,184		(100.0)	%

Impairment of digital assets	Impairment of digital assets	(12,158)		(776)		(11,382)		1,466.8	%	Impairment of digital assets	—		(12,158)
Gain on sale of digital assets										Gain on sale of digital assets	2,096		168
Fair value adjustment of warrant liability	Fair value adjustment of warrant liability	2,682		1,180		1,502		127.3	%	Fair value adjustment of warrant liability	3		2,682

Other income (expense)		213		43		170		395.3	%
Total other expense		$	(9,536)	$	(3,582)	$	(5,954)	166.2	%
Other income										Other income	127		45
Total other income (expense)										Total other income (expense)	$	1,673	$	(9,536)


	Six Months Ended June 30,
(in thousands, except percentages)	2023		2022
Other income (expense)
Interest expense	$	(1,090)	$	(654)

Impairment of digital assets	(50)		(21,511)
Gain on sale of digital assets	5,310		194
Fair value adjustment of warrant liability	256		2,469

Other income	229		71
Total other income (expense)	$	4,655	$	(19,431)

Six Months Ended June 30, Change
(in thousands, except percentages) 2022 2021 Amount %
Other income (expense)
Interest expense $ (654) $ (4,064) $ 3,410 (83.9) %
Loss on extinguishment of debt — (7,952) 7,952 (100.0) %
Impairment of digital assets (21,511) (776) (20,735) 2,672.0 %
Fair value adjustment of warrant liability 2,469 (1,649) 4,118 (249.7) %
Other income (expense) 265 (36) 301 (836.1) %
Total other expense $ (19,431) $ (14,477) $ (4,954) 34.2 %

~~Other expense increased $6.0~~During the three and six months ended June 30, 2023, we recorded other income of $1.7 million and ~~$5.0~~$4.7 million, ~~for~~respectfully, primarily as a result of realized gains on the sales of our bitcoin holdings.

During the three and six months ended June 30, 2022, ~~compared~~we recorded other expenses of $9.5 million and $19.4 million, respectively, primarily as a result of impairment charges related to ~~the corresponding period of 2021, respectfully, primarily due to an impairment of~~ our digital asset ~~holdings. These losses were offset due to losses on extinguishment of debt related to payments on our 2020 Convertible Notes in 2021,~~holding and warrant fair value ~~adjustment of our outstanding warrant issued to the holder of our 2020 Convertible Notes and a decrease in interest expense, as we had paid off multiple debt obligations in 2021.~~adjustments.

Refer to Note ~~2, "Summary of Significant Accounting Policies"~~5, "Digital Assets," of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion regarding our digital asset holdings. Further, reference is made to Note 6 "Debt" of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion on our debt holdings.

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Liquidity and Capital Resources

As of June 30, ~~2022,~~2023, we held total cash of ~~$2.7~~$1.1 million, all of which was held in the United States. We have a history of operating losses and negative operating cash flows. As we continue to focus on growing our revenues, we expect these trends to continue into the foreseeable future.

We may, if needed, sell our digital asset holdings for cash to fund our ongoing operations. As of June 30, 2022, we held 653 bitcoins and 780 ethereum, of which consist of the majority of the digital assets recorded on our balance sheet. The digital asset market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of instability in the digital asset market, we may not be able to sell our digital asset holdings at reasonable prices, or at all. As a result, our digital assets are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

On October 18, 2021, we closed the acquisition of Lyte with an adjusted purchase price of approximately $11.0 million (subject to an earn-out provision). Pursuant to terms of the stock purchase agreement, future cash payments of up to $1.25 million on the first anniversary of closing, as an earn-out payment based upon Lyte achieving certain annual revenue milestones as provided in the purchase agreement. We currently believe Lyte will achieve the annual revenue milestone and we will owe the full amount of the contingent consideration on the first annual anniversary of closing.

In connection with the acquisition of Lyte, we entered into a note purchase agreement and completed the sale of an unsecured promissory note with an original principal amount of $5.2 million in a private placement that closed on October 18, 2021. After deducting all transaction cost, net cash proceeds to the Company were $4.7 million. No interest will accrue on the promissory note unless and until the occurrence of an event of default (as defined in the promissory note). We may prepay outstanding balance of the promissory note earlier than it is due with a prepayment premium of 110%. Beginning on January 15, 2022 and on the same day of each month thereafter until the promissory note is paid in full, we are required to make a monthly amortization payments in the amount of $574 thousand which are considered prepayments subject to the prepayment premium.

On February 1, 2022, we filed a Form S-3, which was subsequently declared effective by the SEC on February 9, 2022, pursuant to which we may issue up to $200 million in common stock, preferred stock, warrants and units. Contained therein, was a prospectus supplement inpursuant to which we may sell up to $100 million of our common stock in an “at the market offering” pursuant to an At Market Issuance Sales Agreement we entered into with H.C. Wainwright & Co., LLC on January 31, 2022. ~~To date, we have not sold any~~As of June 30, 2023, 4,338,596 shares of our common stock ~~under the sales agreement with H.C. Wainwright or issued any securities under our Form S-3 filed on February 1, 2022.~~have been sold for aggregate gross cash proceeds of $5.6 million.

On July 6, 2022, we entered into a note purchase agreement and completed the sale of an unsecured promissory note with an original principal amount of $12.8 million in a private placement ~~with the same investor of the note described above.~~(the "2022 Promissory Note"). After deducting all transaction fees paid by us at closing, net cash proceeds to us at closing were $11.8 million. No interest ~~will~~was to accrue on the ~~promissory note unless and until the occurrence of an event of default (as defined in the promissory note).~~2022 Promissory Note. Beginning on November 1, 2022 and on the same day of each month thereafter until the ~~promissory note~~2022 Promissory Note is paid in full, we ~~are~~were required to make a monthly amortization payments ~~in the amount~~ of approximately $1.6 million until the original maturity date of July 1, ~~2022,~~2023, which iswas subject to adjustment for any payment deferrals we ~~elect. We may prepay any or all~~elected. On March 15, 2023, we entered into a waiver agreement with the holder of our 2022 Promissory Note, waiving the Payment Deferral Conditions, as defined, at that time, in the 2022 Promissory Note. For agreeing to waive the Payment Deferral Conditions, we agreed to compensate the noteholder an amount equal to 5% of the outstanding balance immediately before entering into the waiver agreement. In connection therewith, we elected to defer the monthly payments under the 2022 Promissory Note for the months of April, May, June and July 2023. As a result of our election to defer the monthly payments, the outstanding balance of the ~~promisory note earlier than it~~2022 Promissory Note was increased by 1.85% on the first day of each month beginning on April 1, 2023 and concluding on July 1, 2023. The waiver fee and the additional principal was to be paid in connection with our monthly installment payments once the deferral period concluded. Beginning on August 1, 2023 and on the same day of each month thereafter, we were required to pay to the noteholder the new monthly amortization payment in the amount of approximately $1.8 million. On August 14, 2023, we entered into an amendment to the 2022 Promissory Note with the noteholder. The amendment extends the maturity date to June 1, 2024 and provides that effective August 1, 2023, we are required to make monthly amortization payments of at least $800 thousand commencing on August 31, 2023 until the 2022 Promissory Note is paid-in-full. We also granted the noteholder certain limited conversion rights, which if elected by the noteholder, would reduce the required monthly payment. The limited conversion rights are subject to advance payment and volume conditions. The amendment also provides that the outstanding balance shall accrue interest at a rate of 8% and payment deferrals are no longer permitted under the 2022 Promissory Note. Furthermore, the amendment removed the required payment of approximately $1.8 million that was due on August 1, 2023.

In July 2023, we implemented a plan to decrease our cash burn by reducing headcount and other operating expenditures. Subsequent to June 30, 2023, we also raised approximately $5.5 million in our at-the-market equity offering. Our future plans may include additional reductions to operating expenses, additional sales of our common stock in our at-the-market offering, and issuing additional shares of common stock, preferred stock, warrants or units pursuant to an effective shelf registration statement. Plans to generate cash sufficient to meet our capital requirements may include selling shares of our common stock in our "at the market" offering, and as of the date of this Report, shares of our common stock with a ~~prepayment premium~~maximum aggregate offering price of ~~110%. The prepayment premium also applies~~up to $88.9 million may be sold pursuant to the ~~monthly amortization payments.~~sales agreement. We may also issue shares of our common stock, preferred stock, warrants and units in other offerings pursuant to our effective registration statement.

~~As a result of~~Our expectation that we will generate operating losses and negative operating cash flows in the ~~financing events described above, while~~future and the need for additional funding to support our ~~liquidity risk continues~~planned operations raise substantial doubt regarding our ability to continue as a ~~result~~going concern. Management believes that our existing cash would not be sufficient to satisfy our operating cash needs for the year after the filing of ~~continued losses~~this Quarterly Report on Form 10-Q, and ~~the ongoing and evolving effects of the COVID-19 pandemic, management believes it has sufficient cash on hand~~substantial doubt exists about our ability to continue as a going concern for ~~at least~~ one year following the filing date of this Quarterly Report on Form 10-Q.

Our future capital requirements will depend on many factors, including our pace of growth, subscription renewal activity, the timing and extent of spend to support development efforts, the pace at which we can scale Lyte, the expansion of sales and marketing activities and the market acceptance of our products and services. We believe that it is likely we will in the future enter into arrangements to acquire or invest in complementary businesses, technologies and intellectual property rights. We may be required to seek additional equity or debt ~~financings,~~financing, or issue securities ~~subject to the~~under our effective registration statement described above.

In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. Furthermore, we are currently not in compliance with the Bid Price Requirement of the Nasdaq.

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Although the Company is attempting to regain compliance, there can be no assurance that we will regain compliance with the Bid Price Requirement or maintain compliance with other Nasdaq continued listing requirements. This may also affect our ability to raise additional funds and the liquidity of our common stock. If we are unable to raise additional capital when desired and/or on acceptable terms, our business, operating results and financial condition could be adversely affected.

~~Table~~The accompanying consolidated financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates the realization of ~~Contents~~

assets and settlement of liabilities in the ordinary course of business.

The following table summarizes our cash flows for the periods presented:

Six Months Ended June 30, Change
(in thousands, except percentages) 2022 2021 Amount %
Consolidated statement of cash flows
Net cash used in operating activities $ (14,989) $ (14,371) $ (618) 4.3 %
Net cash used in investing activities $ (2,206) $ (1,497) $ (709) 47.4 %
Net cash (used) provided by financing activities $ (3,116) $ 14,626 $ (17,742) (121.3) %


	Six Months Ended June 30,
(in thousands, except percentages)	2023		2022
Consolidated cash flows
Net cash used in operating activities	$	(12,560)	$	(14,989)
Net cash provided by (used in) investing activities	$	15,381	$	(2,206)
Net cash used in financing activities	$	(3,719)	$	(3,116)

Operating Activities

The primary source of cash from operating activities is receipts from sales of our various product and service offerings to customers. The primary uses of cash from operating activities are payments to employees for compensation and related expenses, publishers and other vendors for the purchase of digital media inventory and related costs, payments to vendors for the costs of inventory related to the assembly and shipping of Lyte computers, sales and marketing expenses and general operating expenses.

We utilized $12.6 million of cash from operating activities during the six months ended June 30, 2023, resulting in a net loss of $10.8 million. The net loss included a gain on the sale of digital assets of $5.3 million and non-cash charges of $5.7 million, primarily consisting of stock-based compensation and impairment of goodwill. In addition, certain changes in our operating assets and liabilities resulted in a cash decrease of $2.2 million, primarily relating to a decrease in deferred revenue.

We utilized $15.0 million of cash from operating activities during the six months ended June 30, 2022, primarily resulting from a net loss of $32.0 million. The net loss included non-cash charges of $20.9 million, primarily consisting of impairment of digital assets, fair value adjustment of our outstanding warrant and stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in significant cash (decreases) as follows: $0.5 million from an increase in accounts payable and accrued expenses, as well as $(4.4) million from other working capital changes, primarily an increase in inventory purchases and decrease in deferred revenue.

We utilized $14.4 million of cash from operating activities during the six months ended June 30, 2021, primarily resulting from a net loss of $20.7 million. The net loss included non-cash charges of $15.7 million, primarily consisting of the loss on the extinguishment and amortization of debt issuance costs related to our 2020 Convertible Notes, fair value adjustment of our outstanding warrant and stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in significant cash (decreases) as follows: $(6.1) million from a decrease in accounts payable, accrued expenses and an installment payment to Uber related to the settlement of our lawsuit, as well as $(1.9) million from other working capital changes, primarily a decrease in deferred revenue.

Investing Activities

Investing activities for the six months ended June 30, 2023 and 2022 ~~and 2021,~~primarily consisted of the ~~purchase~~purchases and sales of digital assets and payments ~~for~~relating to the acquisition of Lyte Technology, Inc.

Financing Activities

Our financing activities during the six months ended June 30, ~~2022 primarily~~2023 consisted of payments on ~~debt.~~our 2022 Promissory Note of $4.3 million and $0.5 million for repurchases of shares of our common stock. We ~~had payments on debt~~received $1.0 million in proceeds from the sale of ~~$3.1 million, of which all were payments on the 2021 Promissory Note.~~our common stock. Refer to the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information on the Company's financing activities.

Our financing activities during the six months ended June 30, ~~2021~~2022 primarily consisted of ~~proceeds from equity financings and debt borrowings offset by~~ payments on debt. We acquired $14.6 million of cash from financing activities resulting primarily from $29.7 million in proceeds from the sale of our common stock and $10 million in proceeds from our Series B Convertible Note. These sources of financing were partially offset by $25.1 million ofhad payments on debt ~~a majority~~of $3.1 million, of which all were payments on the ~~2020 Convertible Notes.~~2021 Promissory Note.

Contractual Obligations

Information set forth in Note 7, "Leases,", in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

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Off-Balance Sheet Arrangements

Through June 30, ~~2022,~~2023, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

Indemnification Agreements

In the ordinary course of business, we provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, solutions to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain current and former officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of, or are related to, their status or service as directors, officers or employees.

Recent Accounting Pronouncements

~~None.~~Refer to Note 2, "Summary of Significant Accounting Policies," in the notes to the condensed consolidated financial statements included in Item I, Part I of this Quarterly Report on Form 10-Q for analysis of recent accounting pronouncements applicable to our business.

Summary of Significant Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Except for the changes described in Note 2, "Summary of Significant Accounting Policies," in the notes to the condensed consolidated financial statements included in Item I, Part I of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC on ~~April 7, 2022.~~March 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers (as defined below), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Changes in Internal Control over Financial Reporting

As previously disclosed, we identified a material weakness in internal control over financial reporting related to the accounting for an adjustment in certain terms of an outstanding warrant issued in connection with our 2020 Convertible Notes. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

In response to this material weakness, we implemented a remediation plan previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. The remediation actions we implemented included a control to create and review on a quarterly basis a summary schedule of material terms of all outstanding debt and equity instruments and a control to review all existing financing agreements in conjunction with any new financing arrangements. We have tested the related internal controls and have concluded, through testing, that the newly implemented controls are operating effectively, and the material weakness previously identified has been remediated as of June 30, 2022.

~~Other than the changes made to remediate the material weakness described above, there~~There were no ~~other~~ changes in our internal control over financial reporting identified in ~~connection~~conjunction with the evaluation required by ~~Rule~~Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the ~~most recent fiscal~~ quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under the "Litigation" subheading in Note 8, "Commitments and Contingencies," in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A, ~~"Risk Factors”~~"Risk Factors” of our Annual Report on Form 10-K filed with the SEC on ~~April 7, 2022~~March 31, 2023 for the year ended December 31, 2021, as supplemented by the "Risk Factors" sections in our registration statement on Form S-3 filed with the SEC on February 1, 2022, our registration statement on Form S-3, as amended, filed with the SEC on April 27, 2022 and the information set forth below or contained elsewhere in this Report. The risks and uncertainties described within our Form 10-K for the year ended December 31, ~~2021~~2022 and ~~the registration statements,~~ as ~~amended,~~set forth below are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.

~~Our business is subject to evolving corporate governance and public disclosure regulations and expectationsthat have increased both our compliance costs and the risk of noncompliance, which could have an adverse effect on our stock price.~~

~~We are subject to changing rules and regulations promulgated by a number~~If we cannot meet the continued listing requirements of ~~governmental and self-regulatory organizations, including the SEC,~~Nasdaq, the Nasdaq Stock Market and the FASB. These rules and regulations continue to evolve in scope and complexity, making compliance more difficult and uncertain. In addition, increasingly regulators, customers, investors, employees and other stakeholders are focusing on environmental, social and governance (ESG) matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. For example, developing and acting on ESG initiatives, and collecting, measuring and reporting ESG information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC’s recently proposed climate-related reporting requirements. These initiatives and related reporting requirements may ~~present operational, reputational, financial, legal and other risks,~~delist our common stock, which ~~could have a material impact on us.~~

We are currently operating in a period of significant macro-economic uncertainty, including supply-chain disruptions, COVID-related lockdowns and inflationary pressures. Weakened economic conditions maywould have an adverse impact on the trading volume, liquidity and market price of our ~~business~~common stock and ~~results of operations.~~would trigger a default under our 2022 Promissory Note.

Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect demandOur common stock is currently listed on the Nasdaq Capital Market. On April 13, 2023, we were notified by the Nasdaq Stock Market LLC (the “Nasdaq”) that the closing bid price for our ~~products~~common stock had been below $1.00 for the last 30 consecutive business days and ~~services. Inflationary pressures~~that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). Under the Nasdaq Listing Rules, the Company has a period of 180 calendar days from the date of the notice, or October 10, 2023 (the "Compliance Date"), to regain compliance with the Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 for a minimum of ten consecutive business days prior to the Compliance Date.

We intend to monitor the closing bid price of our common stock and ~~supply chain disruptions~~may, if appropriate, consider available options to regain compliance with the Bid Price Requirement. To regain compliance with Nasdaq listing standards we may have to implement a reverse stock split, subject to approval of our board of directors and stockholders. However, there can be no assurance that we will be able to regain compliance with the Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

If our common stock ultimately were to be delisted for any reason, it could negatively impact us as it would likely reduce the price at which we acquire components required in the assembly of Lyte by Phunware computer systems. Our principal operating expense is compensation related costs. Inflation rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in decreased demand for our products and services, increases in our operating costs (including our labor costs), reduced liquidity and ~~limits on~~market price of our common stock; reduce the number of investors willing to hold or acquire our common stock; and negatively impact our ability to access ~~credit or otherwise raise capital. In addition,~~equity markets and obtain financing. If our common stock were to be removed from listing on the ~~effects of inflation~~Nasdaq (and our common stock were not to become listed on ~~consumers budgets could result~~other specified stock exchanges), it would trigger a default under our 2022 Promissory Note, and the outstanding balance would be immediately due and payable in cash at the Mandatory Default Amount (as defined in the ~~reduction~~2022 Promissory Note).

Table of ~~our customers’ spending plans. These and other economic factors could materially adversely affect our business, results of operations and financial condition.~~Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None.~~The following table summarizes the Company's stock repurchase activity for the three months ended June 30, 2023:


Issuer Purchases of Common Stock
	Total Number of Shares Purchased	Average Price Paid per Common Share		Total Number of Shares Purchased as Part of Publicly Announced Programs (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs (in thousands) (1)
April 2023	45,000	$	0.60	45,000	$	4,498
May 2023	—	$	—	—	$	4,498
June 2023	—	$	—	—	$	4,498
Total quarter ended June 30, 2023	45,000	$	0.60	45,000	$	4,498


(1)			On January 5, 2023, our board of directors authorized and approved a stock repurchase program for the repurchase of outstanding shares of our common stock with an aggregate value of up to $5 million. The authorization permits us to repurchase shares of our common stock from time-to-time through open market repurchases at prevailing market prices, in accordance with federal securities laws. The stock repurchase plan is expected to be completed over the next twelve (12) months and may be amended or terminated at any time, in the sole discretion of our board of directors. The exact means, number and timing of stock repurchases will depend on market conditions, applicable legal requirements and other factors.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

~~Table of Contents~~

Item 5. Other Information

None.

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Item 6. Exhibits

Unless otherwise noted, the exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX


Exhibit No.						Description
3.1						Certificate of Incorporation 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 January 2, 2019).
3.2						Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on January 2, 2019).
~~10.1~~10.1+						~~At Market Issuance Sales Agreement, by and between~~ Phunware, Inc. ~~and HC Wainwright & Co., LLC (Incorporated by reference to Exhibit 1.2 of the Registrants Form S-3 (File No. 333-262461) filed with the SEC on February 1, 2022).~~
~~10.2~~						~~Lease Agreement, dated March 15,~~ 2022 ~~between Phunware, Inc. and Jonsson ATX Warehouse, LLC~~Inducement Plan (Incorporated by reference to Exhibit 10.1 of the ~~Registrants~~Registrant's Form 8-K (File No. 001-37862), filed with the SEC on January 6, 2023).
10.2+						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 ~~18, 2022)~~31, 2023).
~~10.3~~10.3+						~~Lease~~Amended and Restated Employment Agreement ~~dated June 3, 2022,~~by and between Phunware, Inc. and ~~ATX Acquisitions, LLC~~Chris Olive (Incorporated by reference to Exhibit 10.43 of the Registrant's Form 10-K (File No. 001-37862), filed with the SEC on March 31, 2023).
10.4+						Confidential Executive Employment Agreement by and between Phunware, Inc. and Troy Reisner (Incorporated by reference to Exhibit 10.1 of the ~~Registrants~~Registrant's Form 8-K (File No. 001-37862), filed with the SEC on June ~~10, 2020)~~2, 2023).
~~10.4~~10.5+						~~Note Purchase~~Confidential Separation, Transition and General Release Agreement ~~dated July 6, 2022,~~by and between Phunware, Inc. and ~~Streeterville Capital, LLC~~Matt Aune (Incorporated by reference to Exhibit 10.1 of the ~~Registrants~~Registrant's Form 8-K (File No. 001-37862), filed with the SEC on June 8, ~~2022)~~2023).
~~10.5~~10.6*+						Phunware, Inc. 2023 Inducement Plan.
10.7*						Amendment to Promissory Note ~~dated July 6, 2022,~~by and between Phunware, Inc. and Streeterville Capital, ~~LLC (Incorporated by reference to Exhibit 10.1 of the Registrants Form 8-K (File No. 001-37862) filed with the SEC on June 8, 2022).~~LLC.
31.1*						Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2*						Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
~~32.1(1)~~ 32.1**						Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350*
101.INS						XBRL Instance Document*
101.SCH						XBRL Taxonomy Extension Schema*
101.CAL						XBRL Taxonomy Calculation Linkbase*
101.LAB						XBRL Taxonomy Label Linkbase*
101.PRE						XBRL Definition Linkbase Document*
101.DEF						XBRL Definition Linkbase Document*
104						Cover Page Interactive Data File*

*Filed herewith

** Furnished herewith

+ Indicates a management contract or compensatory plan or arrangement

~~(1)~~The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


August ~~15, 2022~~14, 2023	Phunware, Inc.

	By:	/s/ ~~Alan S. Knitowski~~Russell Buyse
		Name:	~~Alan S. Knitowski~~Russell Buyse
		Title:	Chief Executive Officer
			(Principal Executive Officer)


August 14, 2023	By:	/s/ ~~Matt Aune~~Troy Reisner
		Name:	~~Matt Aune~~Troy Reisner
		Title:	Chief Financial Officer
			(Principal Accounting and Financial Officer)

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	As of June 30, 2021
	Previously reported		Adjustments		As revised
Warrant liability	$	1,836	$	1,427	$	3,263
Accumulated deficit	$	(166,459)	$	(1,427)	$	(167,886)


	For the six months ended June 30, 2021
	Previously reported		Adjustments		As revised
Loss on change in fair value of warrant liability	$	(222)	$	(1,427)	$	(1,649)
Net loss	$	(20,656)	$	(1,427)	$	(22,083)
Net loss per common share, basic and diluted	$	(0.30)	$	(0.02)	$	(0.32)


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
(in thousands)	(unaudited)
Net revenues	$	3,583	$	7,353
Net loss	(7,943)		(22,777)