Current Report Filing (8-k)
March 08 2019 - 4:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
March
6, 2018
Date
of Report (date of earliest event reported)
Phunware,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37862
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26-4413774
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(State
or other jurisdiction of
incorporation
or organization)
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|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
Number)
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7800
Shoal Creek Blvd, Suite 230-S
Austin,
TX 78757
(Address
of principal executive offices) (Zip Code)
(512)
693-4199
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.
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. ☐
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Report includes forward-looking statements. 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 discussed in the Annual Report on Form 10-K for the
year ended November 30, 2018 under the heading “Risk Factors,” as updated from time to time by the Quarterly Reports
on Form 10-Q and other documents on file with the Securities and Exchange Commission (the “
SEC
”). 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 or 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.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS
On March 6, 2019, Barbary Brunner, our
Chief Marketing Officer, notified us of her intention to resign to pursue other opportunities. Ms. Brunner will assist in the
transitions of her responsibilities until her departure, which has not yet been determined.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
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PHUNWARE,
INC.
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Dated:
March 8, 2019
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By:
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/s/
Alan S. Knitowski
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Name:
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Alan
S. Knitowski
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Title:
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Chief
Executive Officer
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3
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