ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the ~~selling stockholder may, from time to time, offer and sell the shares of common stock~~securities described in this ~~prospectus.~~prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may ~~be offered.~~offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. ~~It is important for you to read and consider all information contained in or incorporated~~We may file with the SEC certain other legal documents that establish the terms of the securities offered by ~~reference into~~ this prospectus ~~and any applicable~~as exhibits to documents or future prospectus supplements before making a decision to invest in our common stock. This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document, as described in, “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” You should also read and consider the additional information contained in the documents we have incorporated into this prospectus by reference.supplements.

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates.

The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus.

In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read ~~“Risk Factors”~~the sections below entitled “Risk Factors” and ~~“Cautionary~~“Cautionary Note Regarding Forward-Looking ~~Statements.~~Statements.”

~~PROSPECTUS SUMMARY~~

The following summary highlights information contained elsewhere or incorporated by reference into this prospectus. It may not contain all the information that may be important to you. You should read this entire prospectus, including all documents incorporated by reference, carefully, especially the “Risk Factors” contained in any applicable prospectus supplement and under similar headings in the other documents that are incorporated by reference into this prospectus, and our financial statements and related notes incorporated by reference in this prospectus before making an investment decision with respect to our securities. Please see the sections titled “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” in this prospectus.

~~Overview~~

Phunware Inc. is a provider of the Multiscreen-as-a-Service (“MaaS”) platform, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences at scale. According to Comscore’s 2019 Mobile App Report, consumers in the U.S. spend 77% of their time online on a mobile device, and 89% of that time is spent in mobile apps (vs. mobile web). Given this reality, brands must establish a strong identity on mobile, especially on devices and platforms specific to the Apple iOS and Google Android operating systems and ecosystems. Phunware helps brands define, create, launch, promote, monetize and scale their mobile identities as a means to anchor the consumer journey and improve brand interactions. Our MaaS platform provides the entire mobile lifecycle of applications, media and data in one login through one procurement relationship.

Our MaaS platform allows for the licensing and creation of category-defining mobile experiences for brands and their application users worldwide. We have successfully expanded our addressable market reach into various important and fast-growing markets: mobile cloud software, media and data. Since our founding in 2009, we have amassed a database of proprietary Phunware IDs. Phunware IDs are unique identifiers assigned to a mobile device when it becomes first visible across our network of mobile application portfolios. We measure and accumulate Phunware IDs every month through queries that count unique devices that access our mobile application portfolio across our network of mobile applications that we have developed and/or support. The data collected from our Phunware IDs contributes to our application transaction and data subscription services revenue product lines by helping companies and brands boost campaign performance, target high-value users, maximize conversions and optimize spend.

Our business model includes a combination of subscription, transaction and service offerings that enable customers to engage, manage and monetize their mobile application portfolios throughout the mobile application lifecycle, which occurs in four phases:

•~~Strategize — We help brands define the application experience and determine the operating systems, feature sets and use cases they want their mobile application to support.~~

•~~Create — We help brands build, buy or lease their application portfolio.~~

•~~Launch — We help brands launch their applications and build their mobile audience.~~

•~~Engage, Monetize and Optimize — We help brands activate, monetize and optimize their mobile application portfolios.~~

We offer our platforms as Software-as-a-Service (“SaaS”), application transactions media and data licensing. Our business model includes recurring subscriptions, often as one-year to five-year software or data licenses, or transaction-based media insertion orders and application development services.

For a description of our business, financial condition, results of operations and other important information regarding our company, we refer you to our filings with the SEC incorporated by reference in this prospectus. For

~~instructions on how to find copies of these documents, see "Incorporation of Certain Information by Reference" and “Where You Can Find More Information.”~~

~~Background of the Offering~~

On July 14, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor and on July 15, 2020 consummated the sale to such investor in a Private Placement of one Series A Note with an initial principal amount of $4,320,000 and one Series B Note with an initial principal amount of $17,280,000 (the "Series B Note," and together with the Series A Note, the "Senior Convertible Notes"). The Series A Note was sold with an original issue discount of $320,000 and the Series B Note was sold with an original issue discount of $1,280,000. As such, the investor paid for the Series A Note by delivering $4,000,000 in cash consideration and paid for the Series B Note by delivering a secured promissory note (the “Investor Note”) with an initial principal amount of $16,000,000. We will receive cash in respect of a Series B Note only upon cash repayment of the corresponding Investor Note. In certain circumstances, the Investor Note may be satisfied through netting against the Series B Note rather than through the payment of cash. Until an Investor Note is repaid, the original issue discount and the principal under the corresponding Series B Note is considered to be “restricted.” Upon any repayment of the Investor Note, the principal of the corresponding Series B Note becomes “unrestricted” on dollar-for-dollar basis, along with a proportional amount of the original issue discount. In connection with the Private Placement, we also issued the investor a Warrant exercisable for three (3) years for the purchase of an aggregate of up to 2,160,000 shares of our common stock, at an exercise price of $4.00 per share.

Canaccord Genuity LLC was engaged as the sole placement agent for the Private Placement and received a placement agent fee of $120,000 at the closing of the private placement, representing 3.0% of the gross cash proceeds at the closing. After deducting the placement agent fee and our estimated expenses associated with the Private Placement, our estimated net cash proceeds at the closing were approximately $3,835,000. If the Investor Note is subsequently satisfied in full by payment in cash, the additional financial advisory fee on the cash proceeds received from the Investor Note will be another $480,000, and the aggregate net cash proceeds from the Private Placement as a whole will be approximately $19,355,000.

In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”), with the investor, among other agreements. In accordance with the terms of the Registration Rights Agreement, we are registering the shares underlying the Series A Note and Warrant for resale pursuant to this prospectus. The Private Placement, Purchase Agreement, Registration Rights Agreement and other related agreements are more fully described in “Private Placement of the Senior Convertible Notes and Warrant” below.

Promptly after the consummation of the Private Placement, we repaid in full the outstanding principal balance and all accrued but unpaid interest expense on a Senior Secured Note issued on March 20, 2020 to the same investor (the “March Note”). The cash payment to the investor to satisfy the March Note was in the amount $2,084,080.98.

~~Transfer Agent and Registrar~~

~~The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, located at One State Street Plaza, 30th Floor, New York, NY 10004-1561.~~

~~Corporate Information~~

~~The mailing address and telephone number of the Company is:~~


~~Phunware Inc.~~
~~7800 Shoal Creek Boulevard~~
~~Suite 230-S~~
~~Austin, Texas 78757~~
~~(512) 693-4199~~

~~THE OFFERING~~


~~Common stock offered by the selling stockholder~~			~~20,474,769 shares~~⁽¹⁾

~~Common stock outstanding prior to the offering~~			~~45,452,422 shares~~⁽²⁾⁽³⁾

~~Common stock outstanding after the offering~~			~~65,927,191 shares~~⁽³⁾⁽⁴⁾

~~Use of proceeds~~			We will not receive any proceeds from the sale of our securities offered by the selling stockholder under this prospectus, but we will receive the exercise price of the common stock Warrant at the time of exercise, which is $4.00 per share. All the shares sold under this prospectus will be sold or otherwise disposed of for the account of the selling stockholder, or its pledgees, assignees or successors-in-interest. See "Use of Proceeds" beginning on page 14 of this prospectus.

~~Nasdaq Capital Market ticker symbol~~			~~PHUN~~

~~Risk Factors~~			See "Risk Factors" beginning on page 6 of this prospectus and the other information in or incorporated by reference into this prospectus for a discussion on the factors you should consider before making an investment decision.


~~(1)~~			This amount includes the maximum number of shares of common stock that may be issuable upon exercise of the Warrant (2,160,000) and an estimate of the number of shares of our common stock underlying the Series A Note (18,314,769), such amount being equal to the maximum number of shares issuable upon conversion of the Series A Note, assuming for purposes hereof that (y) the Series A Note is convertible at $0.6996 per share, the alternate conversion price, (z) interest on the Series A Note accrues through December 31, 2021, without taking into account the limitations on the conversion of the Series A Note as described elsewhere in this prospectus. The actual number of shares issued upon conversion of the Series A Note may be more or less than this amount. See "Risk Factors" and "Private Placement of the Senior Convertible Notes and Warrant" below.
~~(2)~~			~~Based on the outstanding shares of our common stock as of September 30, 2020.~~
~~(3)~~			~~This amount does not include:~~
			•~~2,347,826 shares reserved for issuance upon the conversion of certain convertible notes initially offered in a private placement during 2019;~~
			• ~~3,836,112 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2020, with a weighted-average exercise price of $11.25 per share;~~
			•1,211,828 shares of our common stock reserved for future issuance under our 2009 Equity Incentive Plan (the “2009 Plan”) as of September 30, 2020. The shares reserved for issuance under the 2009 Plan that 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 may be added to the 2018 Plan (defined below);
			•~~2,192,392 shares of our common stock representing unvested stock awards under our 2018 Equity Incentive Plan (the "2018 Plan) as of September 30, 2020;~~
			•101,873 shares of our common stock reserved for issuance and not subject to outstanding awards under the 2018 Plan (exclusive of the 2009 Plan shares that may be added as noted above) as of September 30, 2020; and
			•~~272,942 shares of our common stock reserved for issuance pursuant to our 2018 Employee Stock Purchase Plan.~~
~~(4)~~			~~This amount includes the estimated 20,474,769 shares of our common stock underlying the Series A Note and Warrant and does not include any shares underlying the Series B Note.~~

~~RISK FACTORS~~

Investing in our securities involves a high degree of risk. In addition to the following risk factors, please see the Risk Factors set forth in Part I, Item 1A of our most recent Annual Report on Form 10-K and other filings we make with the SEC, which are incorporated by reference in this prospectus. Additional risk factors may be included in a prospectus supplement relating to a particular offering of securities. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline.

~~Risks Related to the Company~~

Our certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or Exchange Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Phunware, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or agent to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws, or (v) any action asserting a claim against us governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. The foregoing exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Securities Act or Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum, our certificate of incorporation provides that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions, provided, however, that the provision will not relieve the Company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and stockholders of the Company will not be deemed to have waived the Company’s compliance with these laws, rules and regulations.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive-forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

~~Risks Related to the Offering~~

A substantial number of shares of our common stock may be issued pursuant to the conversion terms of the Senior Convertible Notes and exercise of the Warrant, which could cause the price of our common stock to decline.

The Senior Convertible Notes are immediately convertible upon issuance into shares of our common stock at an initial conversion price of $3.00 per share, for an aggregate of 9,360,000 shares (based on $21,600,000 in aggregate principal amount outstanding as of such date and the exercise of the Warrant in full for 2,160,000 shares) without taking into account the limitations on the conversion of the Senior Convertible Notes and exercise of the

~~Warrant as described elsewhere in this prospectus. The issuance of these shares will dilute our other equity holders, which could cause the price of our common stock to decline.~~

~~Sales of substantial amounts of our common stock by the selling stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock.~~

The sale by the selling stockholders of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the selling stockholders may sell all or a portion of their shares as a result of the registration of such shares for resale pursuant to this prospectus could also in and of itself have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

~~The requirement that we repay the Senior Convertible Notes and interest thereon in cash could adversely affect our business plan, liquidity, financial condition, and results of operations.~~

We are required to make monthly installment payments to the noteholder to repay principal amounts outstanding under the Senior Convertible Notes and interest thereon in cash. These obligations could have important consequences on our business. In particular, they could:

•~~limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;~~

•~~increase our vulnerability to general adverse economic and industry conditions; and~~

•~~place us at a competitive disadvantage compared to our competitors.~~

No assurances can be given that we will be successful in making the required payments under the Senior Convertible Notes. If we are unable to make the required cash payments, there could be a default under the Senior Convertible Notes. In such event, or if a default otherwise occurs under the Senior Convertible Notes, including as a result of our failure to comply with the financial or other covenants contained therein, the holders of the Senior Convertible Notes could require us to immediately repay 115% of the outstanding principal and interest on the Senior Convertible Notes or an amount equal to the market value of the shares of our common stock underlying the Senior Convertible Notes, as determined in accordance with the Senior Convertible Notes, in cash, if greater.

Restricted covenants under the Senior Convertible Notes could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.

The Senior Convertible Notes contain a number of affirmative and negative covenants regarding the incurrence of certain indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect to dividends, distributions or redemptions, and the transfer of assets among other matters. We are also subject to a financial covenant that requires us to maintain available cash in the amount of $500,000 at the end of each figure quarter, subject to a right of cure.

Our ability to comply with these covenants may be adversely affected by events beyond our control, and we cannot assure you that we can maintain compliance with these covenants. The financial covenants could limit our ability to make needed expenditures or otherwise conduct necessary or desirable business activities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein include forward-looking statements. All statements other than statements of historical facts contained in this prospectus, 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.

These forward-looking statements include, but are not limited to, statements regarding our industry, future events, future opportunities for ~~our~~the company, estimates of our total addressable market, and projections of customer savings. These statements are based on various assumptions and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding our business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, our continued operating and net losses in the future; our need for additional capital for our operations and to fulfill our business plans; the effect of COVID-19; changes in the business environment in which we operate, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which we operate; adverse litigation developments; inability to refinance existing debt on favorable terms; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of our management team; uncertainty as to the long-term value of Phunware, Inc. ~~common stock;~~Common Stock; the ~~inability to realize the expected amount and timing of cost savings and operating synergies; those~~risks discussed in the Annual Report on Form 10-K for the year ended December 31, 2019 under the heading ~~“Risk~~“Risk Factors,” as updated from time to time by the Quarterly Reports on Form 10-Q and other documents we file from time to time with the SEC.

There may be additional risks that we presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide our expectations, plans or forecasts of future events and views as of the date of this communication. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this communication.

THE COMPANY

Overview

Phunware is a provider of the Multiscreen-as-a-Service (“MaaS”) platform, a fully integrated enterprise cloud platform for mobile that provides companies the services, products, and solutions necessary to engage, manage and monetize their mobile application portfolios and audiences at scale. According to eMarketer, it is estimated that in 2020 adults in the US will spend more than four hours daily with mobile internet, of which approximately 90% of that time is spent in mobile apps (versus mobile web). Given this reality, brands must establish a strong identity on mobile, especially on devices and platforms specific to the Apple iOS and Google Android operating systems and ecosystems. Phunware helps brands define, create, launch, promote, monetize and scale their mobile identities as a means to anchor the consumer journey and improve brand interactions. Our MaaS platform provides the entire mobile lifecycle of applications through one procurement relationship.

Our MaaS platform allows for the licensing and creation of category-defining mobile experiences for brands and their application users worldwide. Since our founding in 2009, we have amassed a database of proprietary Phunware IDs. Phunware IDs are unique identifiers assigned to a mobile device when it becomes first visible across our network of mobile application portfolios. We measure and accumulate Phunware IDs through queries that count unique devices that access our mobile application portfolio across our network of mobile applications that we have developed and/or support. The data collected from our Phunware IDs contributes to our application transaction revenue product line by helping companies and brands boost campaign performance, target high-value users, maximize conversions and optimize spend.

Founded in 2009, we are incorporated in the state of Delaware.

Business Model

Our business model includes a combination of service, subscription and media transaction offerings that enable customers to engage, manage and monetize their mobile application portfolios throughout the mobile application lifecycle, which occurs in four phases:


			•Strategize — We help brands define the application experience and determine the operating systems, feature sets and use cases they want their mobile application to support.
			•Create — We help brands build, buy or lease their application portfolio.
			•Launch — We help brands launch their applications and build their mobile audience.
			•Engage, Monetize and Optimize — We help brands activate, monetize and optimize their mobile application portfolios.

Our product and service offerings include cloud-based recurring software license subscriptions, with terms ranging from one to three years, application development and support services, and application transaction-based media.

Our Products and Services

Our mobile software subscriptions and services and application transaction solutions include the following:


			•Cloud-based mobile software licenses in Software Development Kits (“SDKs”) form utilized inside mobile applications for the following:
			•Analytics (SDK that provides data related to application use and engagement),
			•Content Management (SDK that allows application admins 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),
			•Marketing Automation (SDK that enables location-triggered messages and workflow);
			•Advertising (SDK that enables in-app audience monetization); and
			•Location-Based Services (module that include Mapping, Navigation, Way finding, Workflow, Asset Management and Policy Enforcement);
			•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, including re-occurring and one-time transactional media purchases for application discovery, user acquisition and audience building, audience engagement and audience monetization.

For a description of our business, financial condition, results of operations and other important information regarding us, we refer you to our filings with the SEC incorporated by reference in this prospectus. For instructions on how to find copies of these documents, see "Incorporation of Certain Information by Reference" and "Where You Can Find More Information.”

Corporate Information

The mailing address and telephone number of the Company is:


Phunware Inc.
7800 Shoal Creek Boulevard
Suite 230-S
Austin, Texas 78757
(512) 693-4199

RISK FACTORS

Investing in our securities involves a high degree of risk. Please see the Risk Factors set forth in Part I, Item 1A of our most recent Annual Report on Form 10-K and Part II or our Quarterly Reports on Form 10-Q, and other filings we make with the SEC, which are incorporated herein by reference. Additional risk factors may be included in a prospectus supplement relating to a particular offering of securities. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline.

DESCRIPTION OF SECURITIES THAT MAY BE OFFERED

The following is a summary of the rights of our securities and certain provisions of our certificate of incorporation and amended and restated bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to documents incorporated by reference to the registration statement of which this prospectus is a part.

We are a Delaware corporation. Our authorized capital stock consists of 1,000,000,000 shares of Common Stock, par value $0.0001 per share, and 100,000,000 shares of Preferred Stock, par value $0.0001 per share. As of February 1, 2021, there were 59,147,976 shares of our Common Stock outstanding held by 205 holders of record and no shares of Preferred Stock outstanding. The number of record holders is based upon the actual number of holders registered at such date and does not include holders of shares in “street name” or persons, partnerships, associations, corporations or entities in security position listings maintained by depositories.

Description of Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of our Preferred Stock outstanding at the time, the holders of our Common Stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.

Voting Rights

Holders of shares of our Common Stock shall be entitled to cast one vote for each share held on all matters submitted to a vote of our stockholders. Holders of shares of our Common Stock have no cumulative voting rights with respect to the election of directors. Our certificate of incorporation establishes a classified board of directors that is divided into three classes with staggered three-year terms. Only the directors in one class will be subject to election by a plurality of votes cast at each annual meeting of our stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms.

No Preemptive or Similar Rights

Our Common Stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

If we become subject to a liquidation, dissolution, or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our Common Stock and any participating Preferred Stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of Preferred Stock.

Certain Anti-Takeover Effects of Our Certificate of Incorporation, Bylaws and Delaware Law

Our certificate of incorporation and amended and restated bylaws contain provisions that could have the effect of delaying, deferring, or discouraging another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us.

Undesignated Preferred Stock

Our board of directors has the ability to designate and issue Preferred Stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management.

Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting

Our certificate of incorporation provides that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock are not able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws.

In addition, our certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company.

Board Classification

Our board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:


			•prior to prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
			•upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
			•at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of Common Stock held by stockholders.

The provisions of Delaware law and the provisions of our certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, NY 10004-1561.

Securities Exchange

Our Common Stock is traded on the Nasdaq Capital Market under the symbol “PHUN.”

~~PRIVATE PLACEMENT OF THE SENIOR CONVERTIBLE NOTES AND WARRANT~~Description of Preferred Stock

~~On July 14, 2020, we entered into the Purchase Agreement with an institutional investor (the “Investor”)~~Our certificate of incorporation authorizes 100,000,000 shares of Preferred Stock, par value $0.0001 per share. The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution providing for such issue duly adopted by our board of directors. Our board of directors is further authorized, subject to limitations prescribed by law, to fix by resolution and ~~consummated the sale~~ to ~~such Investor of one Series A Note with an initial principal amount of $4,320,000 and one Series B Note with an initial principal amount of $17,280,000~~set forth in a ~~Private Placement that closed~~certification of designation to be filed pursuant to the DGCL the powers, designations, preferences and relative participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including, without limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitation, sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

Our board of directors has the right to establish one or more series of our Preferred Stock without stockholder approval. Unless required by law or by any stock exchange on ~~July 15, 2020.~~which our Common Stock is listed, the authorized shares of our Preferred Stock will be available for issuance at the discretion of our board of directors without further action by our stockholders.

The ~~Series A Note was sold with an original issue discount~~issuance of ~~$320,000~~Preferred Stock could adversely affect, among other things, the voting power of holders of our Common Stock and the Series B Note was sold with an original issue discount of $1,280,000. As such, the Investor paid for the Series A Note to be issued to such Investor by delivering $4,000,000 in cash consideration and paid for the Series B Note to be issued to such Investor by delivering a secured Investor Note with an initial principal amount of $16,000,000. Welikelihood that stockholders will receive ~~cash~~dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of Preferred Stock could also have the effect of delaying, deferring or preventing a change in ~~respect~~control of a Series B Note only upon cash repayment of the corresponding Investor Note. In certain circumstances, the Investor Note is automatically satisfied through netting against the Series B Note, as described more fully below, rather than through the payment of cash. Until an Investor Note is repaid, the original issue discount and the rest of the principal under the corresponding Series B Note is considered to be “restricted.” Upon any repayment of the Investor Note, the principal of the corresponding Series B Note becomes “unrestricted” on dollar-for-dollar basis, along with a proportional amount of the original issue discount.us.

Canaccord Genuity LLC (“Canaccord”) was engaged as the sole placement agent for the Private Placement. Canaccord received a placement agent fee of $120,000 at the closing of the Private Placement, representing 3.0% of the gross cash proceeds at the closing. After deducting the placement agent fee and our estimated expenses associated with the Private Placement, our estimated net cash proceeds at the closing were approximately $3,835,000. If the Investor Note is subsequently satisfied in full by payment in cash, we anticipate the additional financial advisory fee on the cash proceeds received from the Investor Note will be another $480,000, and the aggregate net cash proceeds from the Private Placement as a whole will be approximately $19,355,000.

Promptly after the consummation of the sale of the Senior Convertible Notes, we repaid in full the outstanding principal balance and all accrued but unpaid interest expense on the Senior Secured Note issued on March 20, 2020 to the same Investor. The cash payment to the Investor to satisfy the March 2020 Note was in the amount $2,084,080.98.

~~Purchase Agreement~~

The Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. Under the Purchase Agreement, we also agreed to the following additional covenants:

•So long as the Senior Convertible Notes remain outstanding, we will not effect or enter an agreement to effect any variable rate transaction other than a bona fide at-the-market offering or equity line of credit.

•We also agreed to hold a stockholder meeting by no later than December 31, 2020, to approve resolutions authorizing the issuance of shares of our common stock under the Senior Convertible Notes for the purposes of compliance with the stockholder approval rules of The Nasdaq Stock Market (“Nasdaq”). We will be obligated to continue to seek stockholder approval quarterly until such approval is obtained.

In addition, we granted the Investor participation rights in future equity and equity-linked offerings of securities, subject to certain limited exceptions, during the two years after the later of (a) the closing or (b) the date the Investor Note no longer remains outstanding, in an amount of up to 30% of the securities being sold in such offerings.

~~Senior Convertible Notes~~

~~General~~

The Senior Convertible Notes were issued to the Investor on July 15, 2020 and mature on December 31, 2021 (subject to extension in certain circumstances, including bankruptcy and outstanding events of default).

~~Amortization~~A prospectus supplement relating to any series of Preferred Stock being offered will include specific terms related to the offering. They will include, where applicable:

Starting on July 31, 2020 and on the last trading day of the month for each month thereafter, and on the maturity date (each, an “Installment Date”), unless deferred as described below, the Company is required to make monthly amortization payments equal to 1/18th of the unrestricted principal (and related unrestricted original issue discount) and interest of the Senior Convertible Notes payable (the “Installment Amount”), which must be satisfied in cash at a redemption price equal to 107% of such Installment Amount (each, an “Installment Redemption”). Installment Amounts will be automatically deferred to the extent due in respect of restricted principal (and related restricted original issue discount) under Series B Note, until they become unrestricted or netted against the Investor Note as described below.

Notwithstanding the foregoing, the noteholder may, at its sole option, elect to defer any Installment Amount until a subsequent Installment Date selected by the noteholder, provided that any such deferred amounts shall not continue to accrue interest unless the deferral is at the request of the Company.

~~Interest~~

The Senior Convertible Notes each bear interest at a rate of 7% per annum on unrestricted principal (and related restricted original issue discount) and 3% per annum on restricted principal (and related restricted original issue discount) (under the Series B Note) and, upon any conversion or redemption, shall include a make-whole of interest from such date of determination through the maturity date. After the occurrence and during the continuance of an Event of Default (as defined in the Senior Convertible Notes), the Senior Convertible Notes will accrue interest at the rate of 18% per annum. See “~~Events of Default” below.~~

~~Conversion; Alternate Conversion upon Event of Default~~

Each Senior Convertible Note (other than restricted amounts under a Series B Note) is convertible, at the option of the noteholder, into shares of our common stock at a conversion price of $3.00 per share. The conversion price is subject to full ratchet antidilution protection upon any subsequent transaction at a fixed price lower than the conversion price then in effect and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If we enter into any agreement to issue (or issue) any variable rate securities, other than a bona fide at-the-market offering or equity line of credit, the noteholder has the additional right to substitute such variable price (or formula) for the conversion price.


			•the title and stated value of the series of Preferred Stock and the number of shares constituting that series;
			•the number of shares of the series of Preferred Stock offered, the liquidation preference per share and the offering price of the shares of Preferred Stock;
			•the dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for those values relating to the shares of Preferred Stock of the series;
			•the date from which dividends on shares of Preferred Stock of the series shall cumulate, if applicable;
			•our right, if any, to defer payment of dividends and the maximum length of any such deferral period;
			•the procedures for any auction and remarketing, if any, for shares of Preferred Stock of the series;
			•the provision for redemption or repurchase, if applicable, of shares of Preferred Stock of the series;
			•any listing of the series of shares of Preferred Stock on any securities exchange;
			•the terms and conditions, if applicable, upon which shares of Preferred Stock of the series will be convertible into shares of Preferred Stock of another series or our Common Stock, including the conversion price, or manner of calculating the conversion price;
			•whether the Preferred Stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted;
			•voting rights, if any, of the Preferred Stock;
			•restrictions on transfer, sale or other assignment, if any;
			•whether interests in shares of Preferred Stock of the series will be represented by global securities;
			•any other specific terms, preferences, rights, limitations or restrictions of the series of shares of Preferred Stock;
			•a discussion of any material United States federal income tax consequences of owning or disposing of the shares of Preferred Stock of the series;
			•the relative ranking and preferences of shares of Preferred Stock of the series as to dividend rights and rights upon liquidation, dissolution or winding up of the Company; and
			•any limitations on issuance of any series of shares of Preferred Stock ranking senior to or on a parity with the series of shares of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company.

If ~~an Event~~we issue shares of ~~Default has occurred~~Preferred Stock under this prospectus, the Senior Convertible Notes, the noteholder may elect to alternatively convert the Senior Convertible Notes at a redemption premium of 115% at an alternate conversion price equal to the lower of (x) the conversion price then in effectshares will be fully paid and ~~(y) the greater of the Floor Price (which is $0.260 as defined in the Senior Convertible Notes)~~nonassessable and ~~85% of the lowest volume weighted average price in the 10 days prior to the applicable conversion date.~~

~~Conversion Limitation and Exchange Cap~~

~~The noteholder~~ will not have, ~~the right~~or be subject to, ~~convert~~ any portion of a Senior Convertible Notes, to the extent that, after giving effect to such conversion, the noteholder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such conversion. The noteholder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to us of such increase.

~~In addition, unless we obtain the approval of our stockholders as required by Nasdaq, we are prohibited from issuing any shares of common stock upon conversion of the Senior Convertible Notes~~preemptive or otherwise pursuant to the terms of the Senior Convertible Notes, if the issuance of such shares of common stock would exceed 19.99% of our outstanding shares of common stock as of July 15, 2020 or otherwise exceed the aggregate number of shares of common stock which we may issue without breaching our obligations under the rules and regulations of Nasdaq.similar rights.

~~Events~~Description of ~~Default~~

The Senior Convertible Notes include certain customary and other Events of Default, including, among other things, failure to maintain an effective shelf registration statement with capacity to issue an offering amount equal to at least 125% of unrestricted principal, the breach of the financial covenant described in “Covenants” below and the termination of Alan Knitowski, our Chief Executive Officer and Randall Crowder, our Chief Operating Officer, by the Company for any reason other than such person’s death, disability or willful misconduct.

In connection with an Event of Default, the noteholder may require us to redeem in cash any or all of the Senior Convertible Notes. The redemption price will equal 115% of the outstanding principal of the Senior Convertible Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, or an amount equal to market value of the shares of our common stock underlying the Senior Convertible Note, as determined in accordance with the Senior Convertible Note, if greater.

~~Change of Control~~

In connection with a Change of Control (as defined in the Senior Convertible Notes), a noteholder may require us to redeem all or any portion of the Senior Convertible Notes. The redemption price per share will equal the greatest of (i) 115% of the outstanding principal of the Senior Convertible Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the Senior Convertible Note, as determined in accordance with the Senior Convertible Note, and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the Senior Convertible Note, as determined in accordance with the Senior Convertible Note.

~~Subsequent Placement Optional Redemption~~

At any time after the earlier of the date a noteholder becomes aware of any placement by us of equity or equity-linked securities or the date of consummation of such a placement, subject to certain limited exceptions, the noteholder will have the right to have us redeem a portion of each Senior Convertible Note not in excess of 40% of the net proceeds from such placement at a redemption price of 107% of the portion of the Senior Convertible Note subject to redemption (or, if greater, the market value of the shares underlying the Senior Convertible Note).

~~Covenants~~

We will be subject to certain customary affirmative and negative covenants regarding the incurrence of certain indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters. We also will be subject to a financial covenant that requires us to maintain available cash in the amount of $500,000 at the end of each fiscal quarter, subject to a right to cure.

~~Company Optional Redemption Rights~~Warrants

We may ~~redeem~~issue Warrants for the ~~Senior Convertible Notes~~purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at aan exercise price ~~equal to 107% of the outstanding principal of the Senior Convertible Notes (or, if greater, the market value of the shares underlying the Senior Convertible Notes)~~set forth in, or to be ~~redeemed~~determined as set forth in, the related prospectus supplement. Warrants may be issued separately or together with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and ~~accrued and unpaid interest and unpaid late charges thereon.~~the investors or a warrant agent.

~~Netting Under Series B Notes~~The particular terms of each issue of Warrants and the warrant agreement relating to the Warrants will be described in the applicable prospectus supplement, including, as applicable:

~~Pursuant~~


			•the title of the Warrants;
			•the initial offering price;
			•the aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrants;
			•if applicable, the designation and terms of the equity securities with which the Warrants are issued, and the number of warrants issued with each equity security;
			•the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
			•if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time;
			•anti-dilution provisions of the Warrants, if any;
			•redemption or call provisions, if any, applicable to the Warrants;
			•any additional terms of the Warrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and
			•the exercise price.

Holders of Warrants will not be entitled, solely by virtue of being holders, to ~~the Investor Note and a Master Netting Agreement, dated~~vote, to receive dividends, to receive notice as of July 15, 2020 (the “Master Netting Agreement”), between the Investor and us, upon any required redemption of any portion of the Senior Convertible Notes that consists of restricted principal (whether due to our optional redemption right, acceleration upon an event of default, bankruptcy, a prohibited transfer of a Series B Note or otherwise), the corresponding portion of the Series B Note shall be automatically offset and cancelled; provided, that (i) if such netting occurred as a result of the occurrence of an Event of Default or Change of Control, the original issue discountstockholders with respect to ~~such Series B Note associated with~~any meeting or written consent of stockholders for the ~~principal amount thereof being netted against~~election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will ~~remain outstanding and~~not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercise.

~~will not be deemed satisfied or (ii) otherwise, the associated original issue discount with respect to such Series B Note will be deemed cancelled concurrently with such netting event.~~

~~Investor Note~~Description of Units

The ~~Investor Note was issued pursuant to a Note Purchase Agreement, dated as~~following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of ~~July 14, 2020 (the “NPA”), by and between~~ the ~~Investor and us.~~Units that we may offer under this prospectus.

~~The Investor’s obligation~~While the terms we have summarized below will apply generally to ~~pay us~~any Units that we may offer under this prospectus, we will describe the ~~amount~~particular terms of ~~principal outstanding pursuant to~~any Units in more detail in the applicable ~~Investor Note is to be secured by an equal amount~~prospectus supplement. The terms of ~~cash, cash equivalents, or currency, notes or securities backed by certain governments. The Investor~~any Units offered under a prospectus supplement may at its option and at any time, voluntarily prepay an Investor Note, in whole or in part. In addition, the Investor Note is subject to mandatory prepayment, in whole or in part, upon the occurrence of certain events:

•The Investor will be required to prepay the Investor Note in certain amounts (each a “Mandatory Prepayment”) on the 30th trading day after the effectiveness of a resale registration statement (or the availability of Rule 144 promulgated under the Securities Act of 1933, as amended) if certain equity and other conditions are satisfied as of such date. The equity and other conditions include minimum price and volume thresholds, a minimum market capitalization at least $40 million, and a requirement that we have available shelf registered placement capacity equal to at least 300% of the unrestricted principal outstanding under the Senior Convertible Notes (including the Mandatory Prepayment Amount).

•Mandatory Prepayments may not exceed the lesser of (a) such aggregate amount of principal outstanding under the Investor Note and (b) such aggregate amount of principal outstanding under the Investor Note that, together with the unrestricted principal would not exceed the lesser of (i) $5 million and (ii) 10% of the 30 trading day market capitalization of the Company.

•If the Investor desires to voluntarily convert any restricted amount of a Series B Note, the corresponding Investor Note will be subject to a mandatory prepayment in an amount equal to such restricted principal then subject to conversion.

Under the Investor Note, there are certain automatic offset rights, which, if triggered, would reduce the amount outstanding under the Series B Note and Investor Note and, accordingly, the cash proceeds received by usdiffer from the ~~Investors~~terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this ~~offering.See “Netting Under Series B Notes” above.~~

~~Warrant~~

~~In addition to the Senior Convertible Notes, we issued~~prospectus or offer a Warrant exercisable for three (3) years for the purchase of an aggregate of up to 2,160,000 shares of Common Stock (the “Warrant Shares”), at an exercise price of $4.00 per share. The number of Warrant Sharessecurity that is not registered and ~~exercise price are each subject to adjustment provided under the Warrant. If,~~described in this prospectus 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 Warrant Shares to the Investor, then the Warrant may also be exercised, in whole or in part, by means of a “cashless exercise.” The Warrant may not be exercised if, after giving effect to the exercise the Investor, together with its Attribution Parties (as defined in the Warrant), would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the Warrant Shares. At the Investor’s option, the ownership limitation blocker may be raised or lowered to any other percentage not in excess of 9.99%, as applicable, except that any raise will only be effective upon 61-days’ prior notice to the Company. In addition, the Warrant limits the number of Warrant Shares for which it is exercisable to an amount equal to 30% of the quotient of (i) the sum of the aggregate amount of unrestricted principal and unrestricted original issue discount, divided by (ii) $3.00.effectiveness.

If the Company issues or sells, or the Company publicly announces the issuance or sale of, any shares of Common Stock, or convertible securities or options issuable or exchangeable into Common Stock (a “New Issuance”), under which such Common Stock is sold for a consideration per share less than the exercise price then in effect, the exercise price of the WarrantWe will ~~be adjusted~~file as exhibits to the New Issuance price in accordance with the formulas provided in the Warrant. Any such adjustment will not apply with respect to the issuance of Excluded Securities (as defined in the Warrant). Upon any adjustment to the exercise price, the number of Warrant Shares that may be purchased upon exercise of the Warrant will be increased or decreased proportionately, so that after such adjustment

the aggregate exercise price payable for the adjusted number of Warrant Shares will be the same as the aggregate exercise price in effect immediately prior to such adjustment. In addition, if the Company enters into a Fundamental Transaction (as defined in the Warrants) at any time that a Warrant is outstanding, then, upon any subsequent exercise of the Warrant, the Investor will have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such Fundamental Transaction, provided, further, that if holders of Common Stock are not offered or paid any consideration in such Fundamental Transaction, such holder of Common Stock will be deemed to have received common stock of the successor entity (which entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.

~~Registration Rights Agreement~~

Pursuant to a Registration Rights Agreement, dated as of July 15, 2020 between the Investor and us, we have granted certain registration rights to the noteholder. The Registration Rights Agreement requires us to have the registration statement of which this prospectus is a part, ~~declared effective~~or will incorporate by ~~October 13, 2020. It also grants~~reference from a current report on Form 8-K that we file with the ~~Investor customary “piggyback” registration rights. If~~SEC, the form of unit agreement that describes the terms of the Units we ~~fail~~are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, ~~file~~and qualified in their entirety by reference to, all the ~~registration statement or have it declared effective by~~provisions of the ~~deadline above, or if certain other conditions relating~~unit agreement and any supplemental agreements applicable to the ~~availability~~particular Units. We urge you to read the applicable prospectus supplements related to the particular Units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the ~~registration statement and current public information are not met, we will pay certain Registration Delay Payments to such noteholder (as defined in the Registration Rights Agreement).~~Units.

~~Additional Information~~

~~The foregoing is only a summary~~We may issue Units comprised of one or more shares of our Common Stock, shares of our Preferred Stock and Warrants in any combination. Each Unit will be issued so that the holder of the ~~material terms~~Unit is also the holder of each security included in the ~~Purchase Agreement,~~Unit. Thus, the Senior Convertible Notes, the Investor Note, the Warrant, the Master Netting Agreement, the Registration Rights Agreement and the other ancillary transaction documents (collectively, the “Transaction Documents”), and does not purport to beholder of a ~~complete description of~~Unit will have the rights and obligations of a holder of each included security. The unit agreement under which a Unit is issued may provide that the ~~parties thereunder.~~securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

~~The summary~~We will describe in the applicable prospectus supplement the terms of the ~~Transaction Documents is qualified in its entirety by reference to the forms~~series of ~~such agreements, which are incorporated as exhibits to the Registration Statement of which this prospectus forms a part and are incorporated herein by reference.~~Units, including:


			•the designation and terms of the Units and of the securities comprising the Units, including whether and under what circumstances those securities may be held or transferred separately;
			•any provisions of the governing unit agreement that differ from those described below; and
			•any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units.

The ~~foregoing summary~~provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and ~~the exhibits hereto also are not intended~~“Description of Warrants” will apply to ~~modify~~each Unit and to any Common Stock, Preferred Stock, or ~~supplement any disclosures about us~~Warrant included in our reports filed with the Securities and Exchange Commission. In particular, the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by us, which were made only for purposes of that agreements and as of specified dates. The representations, warranties and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.each Unit, respectively.

1312

USE OF PROCEEDS

We will ~~not receive any~~retain broad discretion over the use of the net proceeds from the sale of ~~our~~the securities offered hereby. Unless we state otherwise in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by ~~the selling stockholder under this prospectus. All the shares sold~~us under this prospectus ~~will be sold or otherwise disposed~~and any related prospectus supplement for working capital and other general corporate purposes of ~~for the account of the selling stockholder, or~~Phunware and its ~~pledgees, assignees or successors-in-interest.~~subsidiaries.

~~The Warrant~~More specific allocations may be included in a prospectus supplement relating to a specific offering of securities. All expenses relating to an offering of securities and any compensation paid to underwriters, dealers or agents, as the case may be, will ~~not, upon effectiveness (and continued effectiveness)~~be paid out of the registration statement of which this prospectus is a part, be eligible for cashless exercise. There is no assurance that the Warrant will ever be exercised for cash. However, assuming the exercise of the Warrant for cash in full, at an exercise price of $4.00 per share, the selling stockholder would pay us aggregate consideration of $8,640,000, for the issuance of shares of common stock thereunder. The proceeds to us of such Warrant exercise, if any, will not be subject to any restrictions. We plan to use any cash received from the exercise of the Warrant forour general ~~corporate purposes. We cannot precisely estimate the allocation of the proceeds from any exercise of the Warrant for cash. Accordingly,~~funds, unless otherwise stated in the ~~event the Warrant is exercised for cash, our management will have broad discretion in the application of the proceeds of such exercise.~~applicable prospectus supplement.

~~SELLING STOCKHOLDER~~

The shares of common stock being offered by the selling stockholder are those issuable to the selling stockholder upon conversion of the Series A Note and exercise of the Warrant. For additional information regarding the issuance of the Series A Note and the Warrant, see “Private Placement of Senior Convertible Notes and Warrant” above. We are registering the shares of common stock in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the purchase and ownership of the March 2020 Note issued pursuant to a securities purchase agreement dated March 19, 2020 and the Senior Convertible Notes and the Warrant issued pursuant to the Securities Purchase Agreement (described above), the selling stockholder has not had any material relationship with us within the past three years.

The table below lists the selling stockholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder) of the shares of common stock held by the selling stockholder. The second column lists the number of shares (and percentage) of common stock beneficially owned by the selling stockholder, based on their ownership of shares of common stock and Senior Convertible Notes and Warrant, as of October 5, 2020, assuming conversion of the Senior Convertible Notes and exercise of the warrant in full held by such selling stockholder on that date but taking account of any limitations on conversion set forth therein.

The third column lists the shares of common stock being offered by this prospectus by the selling stockholder and does not take in account any limitations on (i) conversion of the Senior Convertible Notes set forth therein or (ii) exercise of the Warrant set forth therein.

In accordance with the terms of a registration rights agreement with the holder of the Senior Convertible Notes and the Warrant, this prospectus generally covers the resale of (i) the sum of the maximum number of shares of common stock issued or issuable pursuant to the Series A Note, including payment of interest on the Series A Note through December 31, 2021 at the alternate conversion price of $0.6996 per share, and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the Warrant, in each case determined as if the outstanding Series A Note (including interest on the note through December 31, 2021) and Warrant were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation). This prospectus does not cover the resale of shares of common stock issued or issuable pursuant to the Series B Note. Because the conversion price of the Series A Note and the exercise price of the Warrant may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

Under the terms of the Senior Convertible Notes and Warrant, the selling stockholder may not convert the Senior Convertible Notes or exercise the Warrant to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99% of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Number of Shares of Common Stock Beneficially Owned Prior to the Offering⁽¹⁾⁽³⁾
Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
Number of Shares of Common Stock Beneficially Owned After the Offering⁽¹⁾
Name of Selling Stockholder Shares Percent Shares Percent
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B⁽²⁾
2,387,196 4.99% 20,474,769 — —

⁽¹⁾The percentage of ownership before the offering is calculated based on 45,452,422 shares outstanding as of September 30, 2020. The percentage of ownership after the offering assumes the issuance of all of the shares underlying the Series A Note and Warrant that are offered for resale hereby, and the sale by such selling stockholder of all of the shares offered for resale hereby.

⁽²⁾Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, (“Alto Opportunity Master Fund B”), has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund B. Waqas Khatri is the managing member of Ayrton Capital LLC and in his capacity as director of Alto Opportunity Master Fund B, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund B. Mr. Khatri disclaims any beneficial ownership of these shares. The address of Ayrton Capital, LLC is 222 Broadway, 19th Floor, New York, NY 10038.

⁽³⁾ The beneficial ownership of Alto Opportunity Master Fund B consists entirely of shares underlying the Senior Convertible Notes and Warrant. The amounts set forth in the table reflect the application of the 4.99% limitation and assume the immediate conversion of the Senior Convertible Notes and exercise of the Warrant. Without giving effect to the 4.99% limitation, the maximum number of shares into which the Senior Convertible Notes and Warrant held by Alto Opportunity Master Fund B would be convertible and exercisable, respectively, would be approximately 18,314,769 shares of common stock, based on an assumed price of $0.6996 per share, the alternate conversion price under the Senior Convertible Notes and exercise of the Warrant for 2,160,000 shares of common stock.

1613

PLAN OF DISTRIBUTION

We ~~are registering~~may offer and sell the shares of common stock issuable upon conversion of the Series A Note and the exercise of the Warrant to permit the resale of these shares of common stock by the holder of the Series A Note and Warrant from time to time after the date of this prospectus. We will not receivesecurities in any of the proceeds from the sale by the selling stockholder of the shares of common stock, although we may receive cash from the exercise of the Warrant, in the event that it is not exercised by the selling stockholder on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholder may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following ~~methods:~~ways:

•~~on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;~~


			•~~in the over-the-counter market;~~ •~~in transactions other than those on these exchanges or systems or in the over-the-counter market;~~ •~~through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;~~ •~~ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;~~ •~~block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;~~ •~~purchases by a broker-dealer as principal and resale by the broker-dealer for its account;~~ •~~an exchange distribution in accordance with the rules of the applicable exchange;~~ •~~privately negotiated transactions;~~ •~~short sales made after the date the Registration Statement is declared effective by the SEC;~~ •~~broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;~~ •~~a combination of any such methods of sale; and~~ •~~any other method permitted pursuant to applicable law.~~to or through underwriters, brokers or dealers;
			•directly to one or more other purchasers;
			•through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
			•through agents on a best-efforts basis;
			•in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on the Nasdaq Capital Market or sales made through a market maker other than on an exchange or other similar offerings through sales agents; or
			•otherwise through any other method permitted by applicable law or a combination of any of the above methods of sale.


Delaware						26-4413774
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Copies to:
Alex R. Allemann, Esq.			Matt Aune
Jeffrey M. McPhaul, Esq.			J. Brendhan Botkin
Winstead PC			Phunware, Inc.
401 Congress Ave., Suite 2100			��7800 Shoal Creek Blvd, Suite 230-S
Austin, Texas 78701			Austin, Texas 78757
(512) 370-2800			(512) 693-4199


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


Title of Each Class of Securities to be Registered	Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾		Proposed Maximum Offering Price Per Share⁽²⁾	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee⁽⁵⁾		Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Security(2)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee(4)
Common Stock, par value $0.0001 per share issuable upon conversion of Series A Senior Convertible Note		18,314,769	⁽³⁾	$0.905	$	16,574,866	$	1,808.32
Common Stock, par value $0.0001 per share issuable upon exercise of an outstanding Warrant to Purchase Common Stock		2,160,000	⁽⁴⁾	$0.905	1,954,800		213.27
Common Stock, par value $0.0001 per share									Common Stock, par value $0.0001 per share	(1) (2)	(2)	(3)	(4)
Preferred Stock, par value $0.0001 per share									Preferred Stock, par value $0.0001 per share	(1) (2)	(2)	(3)	(4)
Warrants to purchase Common Stock									Warrants to purchase Common Stock	(1) (2)	(2)	(3)	(4)
Units									Units	(1) (2)	(2)	(3)	(4)
Total	Total	20,474,769			$	18,529,666	$	2,021.59	Total	(1) (2)	(2)	$100,000,000	$10,910.00


(1)			In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares of Common Stock to be offered or issued from stock splits, stock dividends or similar ~~transactions with respect to the shares being registered.~~transactions.
(2)			~~Estimated solely for~~There are being registered hereunder such indeterminate number of shares of Common Stock, such indeterminate number of shares of Preferred Stock, such indeterminate number of Warrants to purchase Common Stock and such indeterminate number of Units as shall have an aggregate initial offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or in combination with the ~~purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. Based upon the average of the high and low prices of the registrant's common stock on October 6, 2020.~~other securities registered hereunder.
(3)			~~Represents a good faith estimate~~The Proposed Maximum Aggregate Offering Price per class of ~~the shares of common stock underlying a certain Series A Senior Convertible Note issued~~security will be determined from time to time by the registrant in ~~a private placement,~~connection with ~~such amount equal to 300%~~the issuance by the registrant of the ~~maximum number~~securities registered hereunder and is not specified as to each class of ~~shares issuable upon conversion~~security pursuant to General Instruction II.D of ~~such note, assuming for purposes hereof that (x) each such note is convertible at $0.6996 per share,~~Form S-3 under the ~~alternate conversion price, and (y) interest on each such note accrues through December 31, 2021, without taking into account the limitations on the conversion of such note (as provided for therein).~~Securities Act.
(4)			~~Represents shares issuable upon exercise of a Warrant~~Calculated pursuant to ~~Purchase Common Stock with an exercise price of $4.00 per share. The number of shares of common stock included represents~~Rule 457(o), based on the ~~maximum number of shares of common stock that may be issuable upon exercise of the Warrant.~~
~~(5)~~			~~Previously paid.~~Proposed Maximum Aggregate Offering Price.


PHUNWARE, INC.
(Exact name of registrant as specified in its charter)


7800 Shoal Creek Blvd, Suite 230-S Austin, Texas 78757 (512) 693-4199
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Alan S. Knitowski, Chief Executive Officer Phunware, Inc. 7800 Shoal Creek Blvd, Suite 230-S Austin, Texas 78757 (512) 693-4199
(Name, address, including zip code, and telephone number, including area code, of agent for service)


			Page
About this Prospectus			1
~~Prospectus Summary~~Cautionary Note Regarding Forward-Looking Statements			2
The ~~Offering~~Company			53
Risk Factors			65
~~Cautionary Note Regarding Forward-Looking Statements~~Description of the Securities that may be Offered			8
~~Private Placement of the Senior Convertible Notes and Warrant~~			96
Use of Proceeds			14
~~Selling Stockholder~~			1513
Plan of Distribution			1714
Legal Matters			1917
Experts			2018
Incorporation of Certain Information by Reference			2119
Where You Can Find More Information			2321


			•enter into transactions involving short sales of the shares of Common Stock by underwriters, brokers or dealers;
			•sell shares of Common Stock short and deliver the shares to close out short positions;
			•enter into option or other types of transactions that require the delivery of shares of Common Stock to an underwriter, broker or dealer, who will then resell or transfer the shares of Common Stock under this prospectus; or
			•loan or pledge the shares of Common Stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.


			•the purchase price of the securities and the proceeds we will receive from the sale of the securities;
			•any underwriting discounts and other items constituting underwriters’ compensation;
			•any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers;
			•any commissions allowed or paid to agents;
			•any other offering expenses;
			•any securities exchanges on which the securities may be listed;
			•the method of distribution of the securities;
			•the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and
			•any other information we think is important.


			•at a fixed price or prices, which may be changed;
			•at market prices prevailing at the time of sale;
			•at prices related to such prevailing market prices;
			•at varying prices determined at the time of sale; or
			•at negotiated prices.


			•in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
			•in transactions in the over-the-counter market;
			•in block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;
			•through the writing of options; or
			•through other types of transactions.


			●			Our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, ~~and~~ as amended by Form 10-K/A filed with the SEC on April 29, 2020;
			●			Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and ~~June~~September 30, 2020 filed with the SEC on May 15, 2020, ~~and~~ August 14, 2020 and November 12, 2020, respectively;
			●			Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, ~~and~~ August 17, ~~2020;~~2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021;
			●			Our ~~preliminary proxy statement~~Definitive Proxy Statement on Schedule 14A as filed with the SEC on October 5,16, 2020; and
			●			The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of ~~the~~ Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended.


SEC registration fee	$	~~2,021.59~~10,910.00
FINRA filing fee (1)
Accounting fees and expenses	~~5,000.00~~ (1)
Legal fees and expenses (1)	~~15,000.00~~
Printing expenses (1)	~~500.00~~
Miscellaneous fees and expenses	~~500.00~~ (1)
Total (1)	$	~~23,021.59~~


Name						Title

/s/ Alan S. Knitowski						Chief Executive Officer and Director
Alan S. Knitowski						(Principal Executive Officer)

/s/ Matt Aune						Chief Financial Officer
Matt Aune						(Principal Accounting and Financial Officer)

*/s/ Keith Cowan						Director
Keith Cowan

*/s/ Randall Crowder						Chief Operating Officer and Director
Randall Crowder

*/s/ Eric Manlunas						Director
Eric Manlunas

*/s/ Lori Tauber Marcus						Director
Lori Tauber Marcus

*/s/ Blythe Masters						Director
Blythe Masters

*/s/ Kathy Tan Mayor						Director
Kathy Tan Mayor

*/s/ George Syllantavos						Director
George Syllantavos


* By:						~~/s/ Alan S. Knitowski~~
						~~Alan S. Knitowski~~
						~~Attorney-in-Fact~~


(1)			Fees and expenses (other than the SEC registration fee to be paid upon the filing of this registration statement) will depend on the number and nature of the offerings of securities and cannot be estimated at this time. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in any applicable prospectus supplement.


Exhibit No.		Description
4.1*		~~Amended and Restated~~ 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).
4.2*		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).
4.3*		Certificate of Designation (Incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K (File No. 001-37862) filed with the SEC on January 2, 2019).
4.4*		Specimen common stock certificate of the Registrant (Incorporated by reference to Exhibit 4.3 of the Registrant's Form S-4/A (File No. 333-224227), filed with the SEC on November 6, 2018).
5.1**		Opinion of Winstead PC.
10.1*		~~Form of Security Purchase Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.2*		~~Form of Series A Convertible Note (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.3*		~~Form of Series B Convertible Note (Incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.4*		~~Form of Note Purchase Agreement (Incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.5*		~~Form of Secured Promissory Note (Incorporated by reference to Exhibit 10.5 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.6*		~~Form of Master Netting Agreement (Incorporated by reference to Exhibit 10.6 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.7*		~~Form of Warrant (Incorporated by reference to Exhibit 10.7 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
10.8*		~~Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.8 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on July 16, 2020).~~
23.1**		Consent of Marcum LLP.
23.2**		Consent of Winstead PC (included in Exhibit 5.1).
24.1**		Power of ~~Attorney.~~Attorney (included on the signature page to this Registration Statement).

	*	Previously filed.
	**	Filed herewith.