PHUN 10-K & 10-Q changes, risk factors and insider trading
Phunware, Inc. · Nasdaq · Services-Computer Processing & Data Preparation · CIK 1665300 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “The prices of digital assets we may acquire, including bitcoin and ethereum, may be influenced by regulatory, commercial, and technical factors that are highly uncertain, and fluctuations in the prices of digital assets are likely to influence our financial results and the market price of our common stock.”
Removed heading “Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, they may experience fraud, security failures or operational problems, which may adversely affect the value of our digital asset holdings. In the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.”
Removed heading “If we or third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital asset holdings, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.”
Removed heading “The loss or destruction of a private key required to access our digital asset wallets may be irreversible. If we are unable to access our private keys or if we experience a cyberattack or other data loss relating to our digital asset holdings, our financial condition and results of operations could be materially adversely affected.”
Removed heading “A determination that a digital asset we hold is a "security" could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of our digital asset holdings and the market price of our common stock.”
Largest changes
“If we or third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital asset holdings, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.”see in full comparison
“Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, they may experience fraud, security failures or operational problems, which may adversely affect the value of our digital asset holdings. In the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.”see in full comparison
“The loss or destruction of a private key required to access our digital asset wallets may be irreversible. If we are unable to access our private keys or if we experience a cyberattack or other data loss relating to our digital asset holdings, our financial condition and results of operations could be materially adversely affected.”see in full comparison
We have incurred significant losses in each fiscal year since our inception. We experienced a consolidated net loss for the years ended December 31,see in full comparison20242025 and December 31,2023.2024. These losses were due to (i.) both a decline inplatformrevenue in20232024 and2024,2025, as compared to previous years,goodwill impairment in 2023,(ii.) investments we made to build our products and services, grow and maintain our business, (iii.) attempts to acquire new customers andservice(iv.)ourgeneralvariousanddebtadministrativeobligations.expenses, including legal and professional fees for litigation. You should not consider our historical revenue levels or operating expenses prior to recent periods as indicative of our future performance. Key elements of our growth strategy include acquiring new customers and continuing to innovate and expand our product offerings. As a result, our operating expenses may continue to increase in the future due to expected increased sales and marketing expenses, operating costs, research and development costs and general and administrative costs and, therefore, our operating losses may continue or even potentially increase for the foreseeable future. In addition, as a public company we incur significant legal, accounting and other expenses, including, but not limited to additional costs in resolving our existing legal matters. Furthermore, to the extent that we are successful in increasing our customer base, we may also incur increased expenses because costs associated with generating and supporting customer agreements are generally incurred up front. Revenue recognition may not occur during the samethe sameperiod in which we incur costs associated with our agreements. Our efforts to grow our business may be costlier than we expect and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for many reasons, including the other risks described in this Annual Report and unforeseen expenses, difficulties, complications and delays and other unknown events. You should not rely upon future bookings we may announce or revenue growth as indicative of our future performance. We cannot assure you that we will reach profitability in the future or at any specific time in the future or that, if and when we do become profitable, that we will sustain profitability. If we are ultimately unable to generate sufficient revenue to meet our financial targets, become profitable and have sustainable positive cash flows, investors could lose their investment.
“improper disclosure of data and violations of applicable data privacy and other laws; or significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.”see in full comparison
“Our digital assets are controllable only by the possessor of both the unique public keys and private keys relating to the local or online digital wallets in which our digital assets are held. While the blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the assets held in such wallet. …”see in full comparison
Full comparison: every changed paragraph (76)
We have incurred significant losses in each fiscal year since our inception. We experienced a consolidated net loss for the years ended December 31, 20242025 and December 31, 2023.2024. These losses were due to (i.) both a decline in platform revenue in 20232024 and 2024,2025, as compared to previous years, goodwill impairment in 2023,(ii.) investments we made to build our products and services, grow and maintain our business, (iii.) attempts to acquire new customers and service(iv.) ourgeneral variousand debtadministrative obligations.expenses, including legal and professional fees for litigation. You should not consider our historical revenue levels or operating expenses prior to recent periods as indicative of our future performance. Key elements of our growth strategy include acquiring new customers and continuing to innovate and expand our product offerings. As a result, our operating expenses may continue to increase in the future due to expected increased sales and marketing expenses, operating costs, research and development costs and general and administrative costs and, therefore, our operating losses may continue or even potentially increase for the foreseeable future. In addition, as a public company we incur significant legal, accounting and other expenses, including, but not limited to additional costs in resolving our existing legal matters. Furthermore, to the extent that we are successful in increasing our customer base, we may also incur increased expenses because costs associated with generating and supporting customer agreements are generally incurred up front. Revenue recognition may not occur during the same the same period in which we incur costs associated with our agreements. Our efforts to grow our business may be costlier than we expect and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for many reasons, including the other risks described in this Annual Report and unforeseen expenses, difficulties, complications and delays and other unknown events. You should not rely upon future bookings we may announce or revenue growth as indicative of our future performance. We cannot assure you that we will reach profitability in the future or at any specific time in the future or that, if and when we do become profitable, that we will sustain profitability. If we are ultimately unable to generate sufficient revenue to meet our financial targets, become profitable and have sustainable positive cash flows, investors could lose their investment.
Changes in our management team could disrupt our business and adversely affect our results of operations. We experienced a number of changes in our senior leadership team in recent years, including CEO and/or Interim CEO transitions in 2025, 2024, 2023 and 2022 and various changes in other senior management positions. Specifically, on July 13, 2025, the Board of Directors (the "Board") of the Company terminated Stephen Chen's at-will employment as Interim Chief Executive Officer. Pursuant to the terms of Mr. Chen's employment agreement dated October 22, 2024, his termination as Interim Chief Executive Officer also constituted a termination from all positions that Mr. Chen held as a member of the Board and any committee thereof, effective as of the same date. On July 14, 2025, Jeremy Krol, who was then serving as Chief Operating Officer of the Company, was appointed to replace Stephen Chen as the Company's Interim Chief Executive Officer. If we are unable to execute a timely and orderly transition and successfully integrate the Interim Chief Executive Officer into our leadership team, our revenue, operating results and financial condition may be adversely impacted.
On October 22, 2024, the Company and Michael Snavely entered into a separation agreement which provided that Mr. Snavely’s employment with the Company as its Chief Executive Officer terminated. On the same day, our board of directors appointed Stephen Chen, the Company’s then Chairperson and Class I director, as Interim Chief Executive Officer. If we are unable to execute a timely and orderly transition and successfully integrate the Interim Chief Executive Officer into our leadership team, revenue, operating results and our financial condition may be adversely impacted.
Our future performance also will continue to depend on the services and contributions of our other senior management and key employees and their abilities to execute on our business plan and strategy and to identify and pursue new opportunities asand wellinnovations asfor serviceour products and product innovations.services. These interim chief executive changes, and any future changes,changes in our operations andsenior management team could be disruptive to our operations. Further, if the Interim Chief Executive Officer formulates different or changed views, the future strategy and plans of our business may differ materially from those of the past.
The Company is party to litigation with Wild Basin Investments, LLC and other parties as further described in this Annual Report as well as arbitration with Wilson Sonsini Goodrich & Rosati, Professional Corporation, as further described in this Annual Report. We and our officers and directors,directors are or may become subject to other legal proceedings in ourthe ordinary course of business. We cannot predict with certainty the outcome of these legal proceedings. The outcome of theseany or futuresuch legal proceedings could require us to take, or refrain from taking, actions which could negatively affect our operations. Such legal proceedings may involve substantial costs, including the costs associated with investigation, litigation, arbitration and possible settlement, award, judgment, penalty, or fine. As a smaller company, the collective costs of litigation and arbitrationlegal proceedings may represent a drain on our cash resources, and require an inordinate amount of our management’s and board of directors' time and attention. An adverse ruling with respect to our current or any othersuch litigationlegal proceeding could have a material adverse effect on our results of operations and financial condition. Negative publicity surrounding such legal proceedings may also harm our reputation and adversely impact our business and results.financial condition.
The actual market for our products and services could be significantly smaller than estimates of total potential market opportunityopportunity, and if customer demand for our products and services does not meet expectations, our ability to generate revenue and meet our financial targets could be adversely affected.
While we expect growth in the markets for our products, it is possible that the growth in some or all of these markets may not meet our expectations,expectations or materialize at all. The methodology on which our estimate of our total potential market opportunity is based includes several key assumptions based on our industry knowledge and customer experience. If any of these assumptions proves to be inaccurate, then the actual market for our solutions could be significantly smaller than our estimates of our total potential market opportunity. If the customer demand for our products or services or the adoption rate in our target markets does not meet our expectations, our ability to generate revenue from customers and meet our financial targets could be adversely affected.
We have made, and expect to continue making, investments in the integration of AI into our platforms, products and services. However, AI presents various risks, challenges, and potential unintended consequences that could disrupt our ability to effectively integrate and leverage these technologies. The process of refining and expanding our AI-driven platforms and offerings may involve significant costs, and there can be no assurance that our efforts will ultimately succeed.
the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges;
We have sold and may sell additional equity or debt securities or enter into other arrangements to fund our operations, which may result in dilution to our stockholders and impose restrictions or limitations on our business. Future sales or issuances of our common stock, or the perception that such sales could occur, could depress the trading price of our common stock.
We have, in the past, received notices from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the rules for continued listing, all of which have been remediated. If we fail to satisfy the continued listing requirements of Nasdaq Capital Market, such as corporate governance requirements or the minimum bid requirement,Nasdaq, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders' ability to sell or purchase shares of our common stock when they wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to be listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq listing requirements.
On January 10, 2025, we received notice from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the rules for continued listing as set forth in Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) because the Company had not held an annual meeting of stockholders within 12 months of year-end for the fiscal year ended as of December 31, 2023. On February 14, 2025, we submitted a plan for compliance formal response to the Nasdaq Notice requesting an extension to June 30, 2025 to regain compliance with the applicable continued listing requirements and have begun preparations to hold the 2024 annual stockholders meeting in May 2025. There can be no assurance that we will regain such compliance and Nasdaq could make a determination to delist our common stock.
We are continually examining the risks and rewards of our bitcoin and other digital assets acquisition strategy.strategy, and we only held approximately $96 thousand in bitcoin and other digital assets as of December 31, 2025. This strategy has not been tested over time or under various market conditions. Some investors and other market participants may disagree with this strategy or actions we undertake to implement it. If the price of bitcoindigital assets we hold falls or our bitcoindigital assets acquisition strategy otherwise proves unsuccessful, it wouldcould adversely impact our financial condition, results of operations, and the market price of our common stock.
In connection with owning bitcoin, we may investigate other potential approaches to holding our bitcoin assets. If we change the means by which we have historically held bitcoin assets, the accounting treatment for our bitcoin may correspondingly change. A change in the accounting treatment could have a material impact on our results of operations in future periods and could increase the volatility of our reported results of operations as well as affect the carrying value of our bitcoin on our balance sheet, which in turn could have a material adverse effect on our financial results and the market price of our common stock.
The prices of digital assets we may acquire, including bitcoin and ethereum, may be influenced by regulatory, commercial, and technical factors that are highly uncertain, and fluctuations in the prices of digital assets are likely to influence our financial results and the market price of our common stock.
Fluctuations in the trading prices of digital assets we may acquire are likely to influence our financial results and the market price of our common stock. Our financial results and the market price of our common stock would be adversely affected and our business and financial condition could be negatively impacted if the prices of our digital assets decreased substantially, including as a result of:
decreased user and investor confidence in digital assets;
investment and trading activities of highly active retail and institutional users, speculators, miners and investors;
negative publicity or events relating to digital assets;
negative or unpredictable media or social media coverage on digital assets;
public sentiment related to the actual or perceived environmental impact of bitcoin, ethereum and related activities, including environmental concerns raised by private individuals and governmental actors related to the energy resources consumed in the bitcoin mining process;
changes in consumer preferences and the perceived value of bitcoin or ethereum;
competition from other digital assets that are believed to exhibit better speed, security, scalability, or other characteristics, or that are backed by governments, including the U.S. government;
correlations between the prices of digital assets, including the potential that a crash in one digital asset or widespread defaults on one digital asset exchange or trading venue may cause a crash in the price of bitcoin or other digital assets, or a series of defaults by counterparties on digital asset exchanges or trading venues;
the identification of Satoshi Nakamoto, the pseudonymous person or persons who purportedly developed bitcoin, or the transfer of Satoshi’s bitcoin;
interruptions in service or failures of the principal markets for or market participants active in trading involving bitcoin, ethereum or other digital assets;
further reductions in mining rewards of bitcoin, including block reward halving events, which are events that occur after a specific period of time that reduce the block reward earned by “miners” who validate bitcoin and ethereum transactions;
transaction congestion and fees associated with processing transactions on the bitcoin or ethereum network;
changes in the level of interest rates and inflation, monetary policies of governments, trade restrictions, and fiat currency devaluations;
developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography being used by digital assets becoming insecure or ineffective; and national and international economic and political conditions.
The application of securities, commodities and other laws and other regulations to bitcoin, etherium and other digital assets is unclear in certain respects, and it is possible that new laws and regulations, or interpretations of existing laws and regulations, in the United States or foreign countries may adversely affect the price of bitcoin, ethereum and other digital assets we hold and may acquire. In addition, the risks of engaging in a bitcoin-focused treasury strategy are relatively novel and have created, and may create further, complications due to the lack of experience that third parties have with companies engaging in such a business, such as the unavailability of director and officer liability insurance on reasonably acceptable terms.
The growth of the digital assets industry in general, and the use and acceptance of bitcoin and ethereum in particular, may also impact the price of our digital asset holdings and is subject to a high degree of uncertainty. For instance, the pace of worldwide growth in the adoption and use of bitcoin may depend on public familiarity with digital assets, ease of buying and accessing bitcoin, institutional demand for bitcoin as an investment asset or store of value, consumer demand for bitcoin as a means of payment or store of value, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin and ethereum adoption occurs in the near or medium-term, there is no assurance that bitcoin and ethereum usage will continue to grow over the long-term.
Because bitcoin and ethereum have no physical existence beyond the record of transactions on their respective blockchains, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of transactions, hard “forks” of the blockchain into multiple blockchains, and advances in digital computing, algebraic geometry and quantum computing could undercut the integrity of the blockchain and negatively affect the price of our digital asset holdings. The liquidity of bitcoin and ethereum may also be reduced and damage to the public perception of bitcoin and ethereum may occur, if financial institutions were to deny banking services to businesses that hold digital assets, provide digital asset-related services or accept digital assets as payment, which could also decrease the price of our digital asset holdings.
Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, they may experience fraud, security failures or operational problems, which may adversely affect the value of our digital asset holdings. In the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.
Digital asset trading venues are relatively new and, in some cases, unregulated or subject to regulatory uncertainty. Furthermore, many digital asset trading venues do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in these trading venues, including prominent digital asset exchanges that handle a significant volume of trading, in the event one or more trading venues experience fraud, security failures or operational problems.
For example, in the first half of 2022, each of Celsius Network, Voyager Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX, the third largest digital asset exchange by volume at the time, halted customer withdrawals and shortly thereafter, FTX and its subsidiaries filed for bankruptcy.
In response to these events, the digital asset markets, including the market for bitcoin specifically, have experienced extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital assets markets and in bitcoin. If the liquidity of the digital assets markets continues to be negatively impacted by these events, digital asset prices (including the price of bitcoin) may continue to experience significant volatility and confidence in the digital asset markets may be further undermined. These events are continuing to develop, and it is not possible to predict at this time all of the risks that they may pose to us, our service providers or on the digital asset industry as a whole.
A perceived lack of stability among digital asset exchanges and the closure or temporary shutdown of any significant digital asset exchanges due to business failure, hackers or malware, government-mandated regulation, or fraud, may reduce confidence in digital asset networks and result in greater volatility in digital asset values. To the extent investors view our common stock as linked to the value of our digital asset holdings, particularly bitcoin, these potential consequences of a trading venue’s failure could have a material adverse effect on the market price of our common stock.
Furthermore, bitcoins held by custodians that file for bankruptcy protection or otherwise become subject to other insolvency-related proceedings could be treated as property of the bankrupt or insolvent estate and, accordingly, whether the owner of that bitcoin could be treated as a general unsecured creditor.
If we or third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital asset holdings, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.
Security breaches and cyberattacks are of particular concern with respect to digital assets. Bitcoin, ethereum and other digital assets have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. A successful security breach or cyberattack could result in:
a partial or total loss of our holdings in a manner that may not be covered by insurance;
harm to our reputation and brand;
improper disclosure of data and violations of applicable data privacy and other laws; or significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.
Further, any actual or perceived security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks or exchanges, whether or not we are directly impacted, could lead to a general loss of confidence in the broader digital asset ecosystem or in the use of networks to conduct financial transactions, which could negatively impact us.
Attacks upon systems across a variety of industries, including industries related to digital assets, are increasing in frequency, persistence and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Any future security breach of our operations or those of others in the digital asset industry, including third-party services on which we rely, could materially and adversely affect our digital asset holding and financial condition.
The loss or destruction of a private key required to access our digital asset wallets may be irreversible. If we are unable to access our private keys or if we experience a cyberattack or other data loss relating to our digital asset holdings, our financial condition and results of operations could be materially adversely affected.
Our digital assets are controllable only by the possessor of both the unique public keys and private keys relating to the local or online digital wallets in which our digital assets are held. While the blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the assets held in such wallet. To the extent our private key is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, we will be unable to access our digital assets held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets will not be compromised as a result of a cyberattack. The blockchain ledger, as well as digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks or other malicious activities.
A determination that a digital asset we hold is a "security" could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of our digital asset holdings and the market price of our common stock.
The SEC has stated that certain digital assets may be considered “securities” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and the outcome is difficult to predict. It is possible that the SEC could take a contrary position to the one taken by its senior officials or a federal court could conclude that certain digital assets we hold are securities. Such a determination could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which would subject us to significant additional regulatory controls, potential fines and regulatory charges, all of which could have a material adverse effect on our business and operations and also may require us to substantially change the manner in which we conduct our business.
In addition, if a digital asset we hold is determined to be a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of such digital assets and in turn adversely affect the market price of our common stock.
The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain technology, networks and blockchaindigital assets could have a material adverse effect on our business plans, which may have a material adverse effect on the Company and our stockholders.
The growth of the blockchain industrytechnology in general, as well as the networks on which we will rely to consummate the Token Generation Event,Event and develop the Token Ecosystem, is subject to a high degree of uncertainty. TheBlockchain digital assetnetworks and digital asset industriesassets as a whole have been characterized by rapid changes and innovations and are constantly evolving. The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and digital assets may materially adversely affect our business plans to launch and maintain PhunCoin, sell PhunToken and continue to developdevelop, launch and maintain the Token Ecosystem. For example, given the regulatory complexity and uncertainty with respect to digital assets, complying with such laws and regulations, which could change in the future or be subject to new interpretations, could have a material and adverse effect on our ability to develop, launch and continue to operatedevelop, launch and maintain PhunCoin, PhunToken and the Token Ecosystem. In addition, the tax and accounting consequences to us of the Token Generation Event, PhunCoin, PhunToken and the Token Ecosystem could lead to incorrect reporting, classification or liabilities. If the Token Generation Event occurs and PhunCoin is launched and developed and PhunToken is further developed, the structural foundation of PhunCoin and PhunToken, and the software applications and other interfaces or applications upon which PhunCoin, PhunToken and the Token Ecosystem rely or on which PhunCoin, PhunToken and the Token Ecosystem may rely in the future, are and will be unproven. There can be no assurances that PhunCoin or PhunToken will be fully secure, which may result in impermissible transfers, a complete loss of users’ PhunCoin or PhunToken, or an unwillingness of users to access, adopt and utilize PhunCoin or PhunToken or the Token Ecosystem, whether through system faults or malicious attacks. Any such faults or attacks on PhunCoin or PhunToken may materially and adversely affect our business.
Because our tokens will be digital assets built and transacted initially on top of existing third-party blockchain technology,technology and networks, Phunware is reliant on anotherother blockchain network,networks, and users could be subject to the risk of wallet incompatibility and blockchain protocol risks.
Some of our Token Ecosystem code and protocols rely on open-source code which is publicly available. The open-source structure of some of the Token Ecosystem protocols means that the Token Ecosystem may be susceptible to developments or changes by users or contributors that could damage the Token Ecosystem and our reputation and could affect the sale and utilization of PhunCoin, PhunToken and the Token Ecosystem.
The open-source nature of the Token Ecosystem protocol also means that it may be difficult for the Company or contributors maintain or develop the Token Ecosystem and the Company may not have adequate resources to address emerging issues or malicious programs that develop within the Token Ecosystem or expand functionality of the Token Ecosystem adequately or in a timely manner. Third parties not affiliated with us may introduce weaknesses or bugs into the core infrastructure elements of the Token Ecosystem and open-source code which may negatively impact the Token Ecosystem. Such events may result in a loss of trust in the security and operation of the Token Ecosystem and a decline in user activity and could negatively impact the sale and utilization of and development, acceptancelaunch and adoption of the Token Ecosystem, PhunCoin and PhunToken.
Open-source software is generally freely accessible, usable and modifiable. Certain open-source licenses may, in certain circumstances, require us to offer the components of our Token Ecosystem that incorporate the open-source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open-source software and that we license such modifications or derivative works under the terms of the particular open-source license. If an author or other third party that distributes open-source software we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from the offering of the components of our Token Ecosystem that contained the open-source software and being required to comply with the foregoing conditions, which could disrupt our ability to offer the affected software. We could also be subject to suitslegal proceedings by parties claiming ownership of what we believe to be open-source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition and require us to devote additional research and development resources to change our products.
The Token Ecosystem is designed to distribute PhunCoin or PhunToken to consumers who provide certain personal information to us. Providing this data to us exposes us to risks of privacy data breach and loss and cybersecurity attacks.
WeThe Token Ecosystem is designed to utilize a substantial amount of electronic information.information, This includesincluding transaction information and sensitive personal information of the users of the Token Ecosystem. The service providers used by us, may also use, store, and transmit such information. We intend to implement detailed privacy and cybersecurity policies and procedures and an incident response plan designed to protect such sensitive personal information and prevent data loss and security breaches.
There can be no assurances that PhunCoin, PhunToken or a user’s data will be fully secure, which may result in impermissible transfer, a complete loss of users’ PhunCoin, PhunToken or data on the Token Ecosystem, whether through system faults or malicious attacks, or an unwillingness of users to access, adopt and utilize PhunCoin and PhunToken. Any such faults or attacks on PhunCoin, PhunToken or users’ data may materially and adversely affect PhunCoin, PhunToken and the Token Ecosystem. There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromisesbreaches could harm the Token Ecosystem’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Token Ecosystem, or purchasing and using or consuming PhunCoin and PhunToken. We may be compelled to disclose personal information about a user or users of the Token Ecosystem to federal or state government regulators or taxation authorities. Accordingly, certain information concerning users may be shared outside Phunware.
Management's Discussion & Analysis (MD&A)
New heading “Other Income (Expense)”
Removed heading “Impairment of Goodwill”
Removed heading “Discontinued Operation”
Largest changes
We utilizedsee in full comparison$18.4$13.3 million of cash from operating activities during20232024 resulting from a net lossfrom continuing operationsof$41.9$10.3 million. The net loss included non-cash charges of$26.9$0.9 million, primarily consistingfrom an impairmentofgoodwill, amortization of debt issuance costs primarily related to our 2022 Promissory Note, andstock-basedcompensation,compensation offset byanon-cashgain in the salewriteoffs ofourageddigitalaccountsassets.payable. In addition,certainchanges in our operating assets and liabilitiesresultedamountedin significantto cash decreasesasoffollows:approximately$1.6$3.8millionmillion,frommainly attributable to acombineddecrease in accounts payableand accrued expenses and lease liability payments, $1.3 million from the discontinued operation of Lyte, as well as $0.4 million from other working capital changes, primarilyrelated to adecreasepartialinlegaldeferred revenue. revenuesettlement and lease liability payments.
Duringsee in full comparison2024,2025, we recorded other income of$3.6$9.1million,millionprimaryprimarily as a result ofa $1.7$4.3 million of interest incomefromearned fromourcash andequivalents,equivalents$1.4and $4.9 millionas a result of writeoffs of aged accounts payable and $0.5 million of a gain on the extinguishmentsprimarily related toourthe2022settlementPromissoryofNotelitigation(definedandelsewherearbitrationherein).proceedings. Refer to Note87 "DebtCommitments and Contingencies" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion on the2022litigationPromissory Note. These items were partially offset by a $0.4 million loss on disposal of subsidiary.settlement.
“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.”see in full comparison
“We recorded an impairment of goodwill of $25.8 million for the year ended December 31, 2023. Refer to Note 6 "Goodwill" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion on our goodwill impairment.”see in full comparison
“Creator.phunware.com. We have created, deployed and are testing creator.phunware.com, an online platform which is the first step in the Company’s new software development platform initiative. This platform will in the future utilize generative AI (initially GPT technology) to simplify the mobile app request, submission, creation, development, customization and completion processes for customers. …”see in full comparison
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Our mobile software subscriptions and services offerings include a combination of application frameworks, SDKs, cloud-based services and related capabilities designed to support digital engagement, operational workflows and user experiences and include the following:
We offer a mobile-application cloud-based platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios. Our offerings include:
A cloud-based application framework vertical solution license for iOS and Android-based mobile experiences, enabling customers to deploy, manage and extend functionality across mobile applications (apps).and connected environments. We have focused a majority of our recent sales efforts on addressing the patient experience for healthcare and the luxury guest experience for hospitality.hospitality and the patient experience for healthcare. However, our product and service capabilities also serve the employee experience in the workplace, the shopper experience for retail, the fan experience for sports, the traveler experience for aviation, the luxury resident experience for real estate and the student experience for education.
We offer SDK licenses designed to be deployed individually or in combination and may be integrated into customer applications or existing digital systems, which include:
Analytics (SDK that provides data related to application use and engagement);
Content Management (SDK that allows application administrators to create and manage app content in a cloud-based portal);
Alerts, Notifications & Messaging (SDK that enables brands to send messages to app users through the app); and Location-Based Services (modules that include mapping, navigation, wayfinding, workflow, asset management and policy enforcement).
Cloud-based intelligence and automation features, including AI-enabled interfaces and analytics capabilities, designed to support contextual user interactions, information discovery and service-related workflows within customer applications.
Enterprise mobile software development kits (SDKs) including business intelligence and analytics, content management, alerts, notifications and messaging, and location-based services;
Development services for customers who wish to have to have a customized application experience; and In-app advertising services for mobile audience building, user acquisition, application discovery, audience engagement and monetization.
In October 2024, we announced the commencement of our investment into the field of artificial intelligence (AI). We plan to use AI in various contexts within our internal systems and products and services offerings.
In October 2024, we announced the commencement of the development of a new generative AI-driven software development platform to enable businesses of any size to design, create, build, and deploy high-quality custom mobile applications in shorter periods of time. The platform will be designed to utilize generative AI in a manner that will enable businesses to develop and monetize custom mobile app solutions more quickly and at a lower cost, making them more accessible to small and medium-sized businesses.
The “artificial intelligence” (AI) in the context of the Company’s platform will initially be generative pre-trained transformer (GPT) technology. We plan to use such AI in various contexts within our internal systems, product offerings and new software development platform, including the following:
Creator.phunware.com. We have created, deployed and are testing creator.phunware.com, an online platform which is the first step in the Company’s new software development platform initiative. This platform will in the future utilize generative AI (initially GPT technology) to simplify the mobile app request, submission, creation, development, customization and completion processes for customers. The platform is designed to include a Sales Companion GPT, a generative AI assistant that will guide customers step-by-step through the onboarding and sales processes, helping guide customer decisions in creating, developing, customizing and completing their mobile apps, making them even more intuitive, efficient and less expensive.
GenerativeThe AI Toolstechnology forwe Internalhave Systems.initially used in the context of our platform is generative AI. We actively utilize generative AI tools to streamline internal processes and workflows for mobile app creation and development. We also plan to use predictive and agentic AI tools in the future to further enhance these processes. By applying these technologies, we expect to improve the quality and personalization of our mobile apps for customers and drastically reduce the time required to adapt our mobile app development framework to meet specific customer needs. We anticipate that these efficiencies will enable the Company to reduce mobile app development costs significantly and make high-quality customized mobile apps more accessible and affordable for small to medium sized businesses ("SMBs") and enterprises.
We created, deployed and market-tested creator.phunware.com, an online platform and part of the Company's software development initiative to utilize generative AI to simplify and facilitate the creation and completion of mobile apps. In light of our market testing and recent changes in our senior management team, we decided to pause further development and allocation of resources to completing the app creator platform and instead focus these resources on generative and agentic AI-related features and functionalities within our current product offerings.
AI Features and Functionalities for Engagement and Monetization. We arerecently alsodeveloped developingan AI Personal Concierge featuresgenerative andAI product feature with functionalities to serve as a human-like interface in our mobile apps for our customers and users thereof to enhance customer engagement with users and provide our customers with innovative opportunities to further monetize their products and services with users. We are currently pilot testing the AI Concierge with existing customers as a new feature in their existing mobile applications.
We also recently designed and demonstrated, at a major hospitality conference, our Guest Services Agent agentic AI product feature with functionalities to interact with and perform tasks for customer hospitality guests. For instance, we anticipate the Guest Services Agent feature will be able to provide information about and book reservations at restaurants located on customer properties. This Guest Services Agent feature is still in the development and testing phase.
We continue to invest in AI, including generative AI and agentic AI, and in the integration of AI capabilities into our products and services. We will continue to evaluate our investments in AI and align investment and resource allocation in the products and markets where we believe we can generate the greatest benefits for customers and opportunities for shareholder returns. Our AI related investments are in the research and development phase, and we may choose not to continue pursuing some of our AI investments.
Automation Technology. In the future, we plan to further integrate generative AI into our App Creator process to facilitate collection and evaluation of inputs - such as customer-provided content, branding materials, and other relevant information - and automatically generate necessary configuration files.
We intend to continue investing for long-term growth. We have also 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 expectplan 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.
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 bookings, backlog and deferred revenue.
Backlog represents future amounts to be invoiced under our active contracts. 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 revenue, deferred revenue, accounts receivable or elsewhere in our 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 42%59% of our backlog as of December 31, 20242025 will be invoiced during the subsequent 12-month period, primarily due to timing and amount of invoicing of existing contracts and the fact that our contracts are typically one to three years in length.
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,adjustments and stock-based compensation and amortization of intangible assets.compensation. We define adjusted gross margin as adjusted gross profit as a percentage of net revenues.
Adjusted EBITDA is a non-GAAP financial measure. We believe 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 (or (minus) (i) interest expense (income),depreciation, (ii) income taxinterest expense, (iii) depreciation,(interest income), (iv) income tax (benefit) or expense, and further adjusted for (iv) non-cash impairment, (v) valuationstock-based compensation expense, (vi) one-time adjustments and (vivii) stock-basednon-cash compensationimpairment expense.and valuation adjustments.
Research and Development Expense. Research and development expenses consist primarily of employee compensation costs, contractor costs and overhead allocation. We believe that continued investment in our platform is important for our growth. As a result, our research and development expenses 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 includes interest related to our outstanding debt, including amortization of discounts and deferred issuance costs.
Refer to Note 8 "Debt" of the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on debt offerings.
During 2024, interest expense included interest related to our outstanding debt, including amortization of discounts and deferred issuance costs. We also may seek additional debt financingsfinancing to fund the expansion of our business or to finance strategic acquisitions in the future, which may have an impact on our interest expense.
Software and subscriptions revenue decreasedincreased $1.3$0.4 million, or (39.6%),19.1%, for the year ended December 31, 20242025 compared to the corresponding period in 2023,2024, as a result of development fees and additional customer reimbursable costsincrease in 2023.development services revenue in 2025.
Advertising revenue decreased by $0.4$1.0 million, or (23.5%78.0%),,as a result of a decrease in advertising campaigns mainly due to decreasedsoftening levelmarket ofdemand from advertising campaigns.agency partners.
Software gross profit increased $0.1$0.5 million, or (7.5%),78.5%, for the year ended December 31, 20242025 compared to the corresponding period in 2023,2024, as a result of lowerdelivery costs associated withof customer projects duein to2025 thewhich deliverywere of a large customer projectbooked in 2023. Advertising gross profit decreased $0.2 million, or (18.1%), as a result of decreased revenue noted above.2024.
Advertising gross profit decreased $0.7 million, or (81.2%), as a result of decreased revenue noted above.
Sales and marketing expense decreasedincreased $0.7 million, or (21.7%),28.7%, for the year ended December 31, 20242025 compared to the corresponding period of 2023,2024, primarily due to aan decreaseincrease in marketing consultants and marketing spend, as well as payroll and related expenses asin aour resultsales of lower headcount.function.
General and administrative expense increased $4.8 million, or 46.0%, for the year ended December 31, 2025 compared to the corresponding period of 2024, as a result of an increase of $5.8 million in professional and consulting fees mainly related to legal fees for litigation and settlement of the Company's legal and arbitration proceedings. Refer to Note 7 "Commitments and Contingencies" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion on the litigation settlement. This increase was partially offset by a $1.0 million decrease in stock-based compensation expense.
General and administrative expense decreased $3.3 million, or (24.0%), for the year ended December 31, 2024 compared to the corresponding period of 2023, as a result of a decrease of $2.0 million in stock-based compensation, $1.6 million in decreased payroll and related expenses as a result of lower headcount and $0.5 million decrease in facilities and termination costs related to expired lease terms. These decreases were partially offset by an increase in consulting and professional fees of $0.9 million mainly related to legal expenses for our litigation matters.
Research and development expense decreasedincreased $2.2$0.9 million, or (49.1%)39.6% for the year ended December 31, 2024,2025, compared to the corresponding period of 2023,2024, primarily due to aan decreaseincrease in payrollconsulting spend in our engineering and relatedtechnical expenses as a result of lower headcount.teams.
Other Income (Expense)
Impairment of Goodwill
We recorded an impairment of goodwill of $25.8 million for the year ended December 31, 2023. Refer to Note 6 "Goodwill" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion on our goodwill impairment.
During 2024,2025, we recorded other income of $3.6$9.1 million,million primaryprimarily as a result of a $1.7$4.3 million of interest income from earned from our cash and equivalents,equivalents $1.4and $4.9 million as a result of writeoffs of aged accounts payable and $0.5 million of a gain on the extinguishmentsprimarily related to ourthe 2022settlement Promissoryof Notelitigation (definedand elsewherearbitration herein).proceedings. Refer to Note 87 "DebtCommitments and Contingencies" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion on the 2022litigation Promissory Note. These items were partially offset by a $0.4 million loss on disposal of subsidiary.settlement.
During 2024, we recorded other income of $3.6 million primarily as a result of $1.7 million of interest income earned from cash and equivalents, $1.4 million as a result of writeoffs of aged accounts payable and $0.5 million of a gain on the extinguishments related to our 2022 Promissory Note.
During 2023, we recorded other income of $3.8 million primarily as a result of a $5.3 million gain on sale of our digital asset holdings, primarily bitcoin and ethereum. This gain was offset by interest expense recorded related to our 2022 Promissory Note. Refer to Note 2, "Summary of Significant Accounting Policies" and Note 5, "Digital Assets" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion regarding our digital asset holdings.
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 could issue up to $200 million in common stock, preferred stock, warrants and units. Contained therein, was a prospectus supplement pursuant to which we could 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 (“Wainwright”) on January 31, 2022. We terminated our agreement with Wainwright effective June 3, 2024.
On July 6, 2022, we entered into a note purchase agreement and completed the sale of an unsecured promissory note (referred to herein as the 2022 Promissory Note) with an original principal amount of $12.8 million in a private placement. After deducting all transaction fees paid by us at closing, net cash proceeds to us at closing were $11.8 million. No interest was to accrue on the 2022 Promissory Note. On August 14, 2023, we entered into an amendment to the 2022 Promissory Note with the noteholder. The amendment extended the maturity date to June 1, 2024 and provided that effective August 1, 2023, we were 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 were subject to advance payment and volume conditions. The amendment also provided that the outstanding balance shall accrue interest at a rate of 8% and payment deferrals are no longer permitted under the 2022 Promissory Note. During the first quarter of 2024, we issued 336,550 shares of our common stock to the holder of the 2022 Promissory Note. These conversions were made pursuant to the terms of the amended 2022 Promissory Note. In addition, conversions were made in connection with the Company granting the holder additional conversion rights. As a result of the conversions, the 2022 Promissory Note has been paid-in-full.
On August 22, 2023, we entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provided that, upon the terms and subject to the conditions and limitations set forth therein, we had the right, but not the obligation, to sell to Lincoln Park up to $30.0 million in value of shares of our common stock from time to time over the 24-month term of the purchase agreement. Concurrently with entering into the purchase agreement, we also entered into a registration rights agreement with Lincoln Park pursuant to which the Company agreed to register the sale of the shares of the Company’s common stock that have been issued to Lincoln Park under the purchase agreement. We did not sell any shares to Lincoln Park during 2024. On October 24, 2024, we terminated the common stock purchase agreement with Lincoln Park effective October 25, 2024.
On January 16, 2024, we entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 800,000 shares of our common stock and pre-funded warrants to purchase up to 950,000 shares of our common stock for gross proceeds of approximately $7 million. The holders of the pre-funded warrants have exercised their rights to purchase all of the underlying common stock.
On January 18, 2024, we entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 1,096,000 shares of our common stock and pre-funded warrants to purchase up to 24,000 shares of our common stock for gross proceeds of approximately $5.6 million. The holders of the pre-funded warrants have exercised their rights to purchase all of the underlying common stock.
On February 9, 2024, we consummated a registered public offering of an aggregate of 800,000 shares of our common stock. We entered into securities purchase agreements with certain institutional investors, and as a result of the registered public offering, we raised gross proceeds of approximately $10 million.
On June 4, 2024, we entered into an Equity Distribution Agreement with Canaccord Genuity LLC (“Canaccord”), as representative of certain agents, pursuant to which we were entitled to offer and sell, from time to time, shares of our common stock for aggregate gross proceeds of up to $120 million, through the agents.
On November 1, 2024, we entered into an Amended and Restated Equity Distribution Agreement (amending the June 4, 2024 Equity Distribution Agreement) with Canaccord, and filed a registration statement on Form S-3MEF relating to the Company's existing registration statement on Form S-3 originally filed in 2022, pursuant to which we increased the aggregate amount of shares of our common stock that we were entitled to sell under our at-the-market facility to an aggregate offering price of approximately $171.5 million.
During the year ended December 31, 2024, we sold an aggregate of 12,025,688 shares of our common stock under our At Market Issuance Sales Agreement with Wainwright and Amended and Restated Equity Distribution Agreement with Canaccord for aggregate gross cash proceeds of approximately $104.5 million.
On February 9, 2025, the aforementioned registration statement on Form S-3 expired (including the subsequent registration statement on Form S-3MEF), and as a result, the Amended and Restated Equity Distribution Agreement with Canaccord terminated. Refer to Note 16 “Subsequent Events” of the notes to the consolidated financial statements included Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Although we expect to generate operating losses and negative operating cash flows in the future, based on the financing events described above, management believes it has sufficient cash on hand for at least one year following the filing date of this Annual Report on Form 10-K.
Our primary source of cash from operating activities is receipts sales for our various product and service offerings as further described elsewhere in this Annual Report. Our 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, sales and marketing expenses,expenses and general operating expenses and employee and material costs for Lyte Technology, Inc. ("Lyte") in discontinued operations.expenses.
We utilized $13.3$12.5 million of cash from operating activities during 20242025 resulting from a net loss of $10.3$11.4 million. The net loss included non-cash chargesgain of $0.9$0.4 million, primarily consistingfrom a $1.0 million gain from stock-basedlitigation compensationsettlements that was partially offset by a$0.5 non-cash writeoffsmillion of accountsstock-based payable.compensation. In addition, changes in our operating assets and liabilities amounted to cash decreases resulting inof approximately $3.8$0.7 million, mainly attributable to lease liability payments and a decrease in accounts payable relatedand accrued expenses. Refer to a partial legal settlement as further detailed in the subsection "Litigation" in Note 10,7, "Commitments and Contingencies" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K andfor leasefurther liabilitydiscussion payments.on our litigation settlements.
We utilized $18.4$13.3 million of cash from operating activities during 20232024 resulting from a net loss from continuing operations of $41.9$10.3 million. The net loss included non-cash charges of $26.9$0.9 million, primarily consisting from an impairment of goodwill, amortization of debt issuance costs primarily related to our 2022 Promissory Note, and stock-based compensation,compensation offset by anon-cash gain in the salewriteoffs of ouraged digitalaccounts assets.payable. In addition, certain changes in our operating assets and liabilities resultedamounted in significantto cash decreases asof follows:approximately $1.6$3.8 millionmillion, frommainly attributable to a combined decrease in accounts payable and accrued expenses and lease liability payments, $1.3 million from the discontinued operation of Lyte, as well as $0.4 million from other working capital changes, primarily related to a decreasepartial inlegal deferred revenue. revenuesettlement and lease liability payments.
We did not have any investing activities during 2024 and 2025.
Our investing activities during 2023 consisted primarily of cash proceeds received for the sales of our digital asset holdings.
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
General and administrative expensesee in full comparisondecreasedincreased approximately$0.76$1.1 million, or(22.0%),38.5%, for the three months endedMarchJune31,30, 2026, compared to the corresponding period in 2025, primarily due to adecrease$0.7 million increase in legal expenses related to our ongoing litigation matter andother$0.4professionalmillionfees.in stock-based compensation.
“Research and development expense increased approximately $0.5 million, or 30.7%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, primarily due to increase in AI product, data and technology headcount and consultants for the Company's 2.0 strategy.”see in full comparison
“General and administrative expense increased approximately $0.3 million, or 5.0%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, primarily due to $0.4 million in stock-based compensation and $0.2 million in salary and travel-related expenses. These increases were partially offset by $0.3 million decrease in other operating expenses related to business taxes and board-related expenses.”see in full comparison
“Sales and marketing expense increased approximately $0.5 million, or 32.9%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, due to a $0.3 million increase in marketing spend, mainly for conferences and $0.5 million increase for marketing related consultants. These increases were partially offset by a $0.3 million decrease in full-time headcount.”see in full comparison
“We utilized $2.7 million of cash from operating activities during the three months ended March 31, 2026, resulting in a net loss of $3.2 million. The net loss included non-cash charges of $0.1 million, primarily consisting of stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in a cash increase of $0.3 million.”see in full comparison
“We utilized $6.8 million of cash from operating activities during the six months ended June 30, 2025, resulting in a net loss of $6.9 million. The net loss included non-cash charges of $0.4 million, primarily consisting of stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in a cash increase of $0.3 million.”see in full comparison
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We recently developed an AI Concierge generative AI product feature with functionalities to serve as a human-like interface in our mobile apps for hospitality customers to enhance customer engagement with guests and other visitors and provide customers with innovative opportunities to further monetize their products and services with those users. We are selling this AI product feature to current and existing customers. We also designed and demonstrated, at a major hospitality conference, an agentic AI hospitality-related product feature with functionalities to interact with and perform tasks for customer guests and are further developing this type of AI product feature and related functionalities as part of our platform for current and existing customers.platform. For instance, we anticipate this type of AI product feature will be able to provide information about and book reservations for guests at restaurants located on customer properties and for other events. Our agentic AI product feature is still in the development and testing phase.
We intend to continue investing in AI,AI and continue innovating and evolving our platforms, products and services,services for long-term growth and enterprise value. We have also 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 plan to continue investing in the development and improvement of new platforms, products and services to address customers’ needs. We currently do not expect to be profitable in the near future.
Backlog represents future amounts to be invoiced under our active contracts. 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 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 75%71% of our backlog as of MarchJune 31,30, 2026 will be invoiced during the subsequent 12-month period.
Net revenue decreasedincreased by approximately $0.15$0.3 million, or (21.2%),75.6%, for the three months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025, as a result of a decreasecustomer-initiated in development fees related to customerearly contract deliveries.termination.
Net revenue increased by approximately $0.2 million, or 17.3%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, as a result of a customer-initiated early contract termination, which was partially offset by a decrease in development services revenue.
Total gross profit increased minimally by approximately $0.03$0.4 million, or 7.0%,190.0%, for the three months ended MarchJune 31,30, 2026, and $0.4 million, or 70.3%, for the six months ended June 30, 2026, compared to the corresponding periodperiods in 2025. Cost of revenue decreased and gross margin percentage increased2025 as a result of fewerthe employeescustomer workingcontract ontermination customer-relatedmentioned projects.above.
Sales and marketing expense decreasedincreased approximately $0.07$0.6 million, or (7.9%)85.9% for the three months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025, due to a $0.4 million increase in marketing spend, mainly for conferences and $0.4 million increase for marketing related consultants. These increases are partially offset by a $0.2 million decrease in full-time headcount, offset by an increase in sales and marketing related consultants.headcount.
Sales and marketing expense increased approximately $0.5 million, or 32.9%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, due to a $0.3 million increase in marketing spend, mainly for conferences and $0.5 million increase for marketing related consultants. These increases were partially offset by a $0.3 million decrease in full-time headcount.
General and administrative expense decreasedincreased approximately $0.76$1.1 million, or (22.0%),38.5%, for the three months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025, primarily due to a decrease$0.7 million increase in legal expenses related to our ongoing litigation matter and other$0.4 professionalmillion fees.in stock-based compensation.
General and administrative expense increased approximately $0.3 million, or 5.0%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, primarily due to $0.4 million in stock-based compensation and $0.2 million in salary and travel-related expenses. These increases were partially offset by $0.3 million decrease in other operating expenses related to business taxes and board-related expenses.
Research and development expense increased approximately $0.07$0.5 million, or 8.0%,49.8%, for the three months ended MarchJune 31,30, 2026, compared to the corresponding period in 2025, primarily due to headcountincrease beingin dedicatedAI toproduct, more researchdata and developmenttechnology projects.headcount and consultants for the Company's 2.0 strategy.
Research and development expense increased approximately $0.5 million, or 30.7%, for the six months ended June 30, 2026, compared to the corresponding period in 2025, primarily due to increase in AI product, data and technology headcount and consultants for the Company's 2.0 strategy.
Other Income (Expense)
Other income (expense) consisted primarily of interest income earned from cash equivalents for all periods presented.
During the three months ended March 31, 2026 and 2025, we recorded other income of approximately $0.83 million and $1.09 million, respectively, primarily as a result of interest income earned from cash and cash equivalents.
As of MarchJune 31,30, 2026, we held total cash of approximately $97.9$92.1 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.
Our future capital requirements will depend on many factors, including our pace of growth, subscription renewal activity, the timing and extent of spending to support development efforts, additional investments in AI technology platform andplatforms, systems and infrastructure, 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 additional companies and assets, technologies, intellectual property rights, digital assets and build and develop additional platforms and systems for our products and services and create new products and services. We may be required to seek additional equity or debt financings. 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. 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.
We utilized $2.7 million of cash from operating activities during the three months ended March 31, 2026, resulting in a net loss of $3.2 million. The net loss included non-cash charges of $0.1 million, primarily consisting of stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in a cash increase of $0.3 million.
We utilized $3.3$8.5 million of cash from operating activities during the threesix months ended MarchJune 31,30, 2025,2026, resulting in a net loss of $3.7$8.4 million. The net loss included non-cash charges of $0.2$0.8 million, primarily consisting of stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in a cash increasedecrease of $0.2$0.9 million, primarilymainly relatingrelated to anthe increasepayment in accounts payable andof accrued expensesexpenses, partially offset by an increase in accounts receivable.payable, and a decrease in deferred revenue.
We utilized $6.8 million of cash from operating activities during the six months ended June 30, 2025, resulting in a net loss of $6.9 million. The net loss included non-cash charges of $0.4 million, primarily consisting of stock-based compensation. In addition, certain changes in our operating assets and liabilities resulted in a cash increase of $0.3 million.
We did not have any investing activities during the threesix months ended MarchJune 31,30, 2026 and 2025.
We did not have any financing activities during the threesix months ended MarchJune 31,30, 2026. Our financing activities during the threesix months ended MarchJune 31,30, 2025 consisted of sales of 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.
Through MarchJune 31,30, 2026, 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.
PHUN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-21 | Lu Edward Chi-Ting |
Grant/award | 70,912 | — | — |
| 2026-08-21 | Han Elliot Jin |
Grant/award | 70,912 | — | — |
| 2026-08-21 | Du Quyen |
Grant/award | 70,912 | — | — |
| 2026-08-04 | Olive Christopher D. |
Shares withheld for tax | 519 | $2.12 | $1.1K |
| 2026-08-04 | Botkin John Brendhan |
Shares withheld for tax | 414 | $2.12 | $878 |
| 2026-06-25 | Kroshka Dmitry |
Grant/award | 105,820 | — | — |
| 2026-06-09 | Botkin John Brendhan |
Shares withheld for tax | 429 | $1.94 | $832 |
Well-known investors holding PHUN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 56,850 | $116.5K | 0.0% | New position |