Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
As previously disclosed, on September 27, 2022, Phunware, Inc. (the "Company")
provided notice (the "Notice") to Luan Dang, Chief Technology Officer, that the
Company did not intend to renew Mr. Dang's employment agreement. Pursuant to the
provision of the Notice, Mr. Dang's employment agreement expired on December 26,
2022.
On January 2, 2023, the Company entered into Separation Agreement (the
"Agreement") with Mr. Dang. The Agreement provides for a general release of
claims and continued obligations under the Company's confidentiality policy. As
compensation, and provided Mr. Dang does not revoke the Agreement within the
seven (7) days following the execution of the Agreement, he will receive cash
compensation in the amount of $29,890.28, less applicable taxes and other
deductions. Furthermore, as a result of the separation, any unvested restricted
stock units and options from grants previously made to Mr. Dang will terminate.
Mr. Dang may exercise any vested stock options that remain outstanding,
subsequent to his termination in accordance with the Company's 2009 Equity
Incentive Plan.
The Company thanks Mr. Dang for his contributions to the business and wishes him
well in his future endeavors.
As previously reported, the Company entered into a Confidential Executive
Employment Agreement with Russell Buyse to serve as Chief Executive Officer of
the Company effective December 28, 2022. In connection therewith, on January 4,
2023, the Board adopted the Phunware, Inc. 2022 Inducement Plan (the "Inducement
Plan"), effective December 28, 2022. The Board initially reserved 1,470,588
shares of Common Stock for issuance under the Inducement Plan. The only persons
eligible to receive grants of Awards (as defined below) under the Inducement
Plan are individuals who satisfy the standards for inducement grants in
accordance with the Nasdaq Stock Market LLC listing rules, including individuals
who were not previously an employee or director of the Company, or following a
bona fide period of non-employment, as an inducement material to such persons
entering into employment with the Company. An "Award" is any right to receive
Common Stock of the Company pursuant to the Inducement Plan, consisting of
nonstatutory stock options, stock appreciation rights, restricted stock awards
or restricted stock unit awards. The foregoing is only a summary of the material
terms of the Inducement Plan and does not purport to be a complete and accurate
description thereof. Furthermore, the foregoing is qualified in its entirety by
reference to the Inducement Plan, which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 5, 2023, the Company's Board of Directors (the "Board") authorized
and approved a stock repurchase program for up to $5,000,000 of the outstanding
shares of the Company's common stock, par value $0.001 ("Common Stock"). The
authorization permits the Company to repurchase shares of its Common Stock from
time-to-time through open market repurchases at prevailing market prices, in
accordance with federal securities laws. The stock repurchase plan is expected
to be completed over the next twelve (12) months and may be amended or
terminated at any time, in the sole discretion of the Board. The exact means,
number and timing of stock repurchases will depend on market conditions,
applicable legal requirements and other factors, and will be funded through the
liquidation of the Company's bitcoin holdings. The Company is not obligated to
repurchase any shares of its Common Stock under the repurchase program.
Information regarding share repurchases will be disclosed by the Company in its
periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange
Commission, as required by the applicable rules of the Securities Exchange Act
of 1934, as amended.
On January 5, 2023, the Company issued a press release disclosing information
regarding its stock repurchase program, which is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
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On January 6, 2023, the Company issued a press release announcing that it had
granted an inducement award to Mr. Buyse, which is furnished herewith as Exhibit
99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Title
10.1 Phunware, Inc. 2022 Inducement Plan
Press Release dated January 5, 2023 titled "Phunware Announces Stock
99.1* Repurchase Plan"
Press Release dated January 6, 2023 titled "Phunware Announces
99.2* Inducement Grant under Nasdaq Listing Rule 5635(c)(4)"
Cover Page Interactive Data File (embedded within the inline XBRL
104 document)
* Furnished herewith
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