qu arterly - msa.hanford.govpresident bill johnson and coo bob wilkinson, met with other board...

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-37862 PHUNWARE, INC. (Exact name of registrant as specified in its charter) Delaware 26-4413774 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification Number) 7800 Shoal Creek Blvd, Suite 230-S Austin, TX 78757 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code 512-693-4199 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share PHUN The NASDAQ Capital Market Warrants to purchase one share of Common Stock PHUNW The NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of voting stock held by non-affiliates of the registrant was $69,119,694 as of June 28, 2019, the last business day of of the registrants most recently completed second fiscal quarter (based on the closing sales price for the common stock on the Nasdaq Capital Market on such date). Shares of common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 23, 2020, 40,368,825 shares of common stock, par value $0.0001 per share, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENC E Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement for the registrant's annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the registrant's fiscal year ended December 31, 2019.

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Q U A R T E R L Y

SUMMER 2017 edition | APRIL • MAY • JUNE

For more information, contact Reneé Brooks at [email protected] or 373-0857. 1

Habitat Build 2017 Several MSA employees spent a spring day giving back by volunteering with Habitat for Humanity. Employees had a blast laying sod and painting the interior of a home that was dedicated to the family the next day.

Rallying Support for Service Peace Warriors MSA hosted a media event for Service Peace Warriors, a non-profit co-founded by Captain Eric Mattox with the Hanford Fire Department. Service Peace Warriors trains and provides service dogs, free of charge, for Veterans with Post Traumatic Stress Disorder (PTSD). MSA is proud to be a sponsor of Service Peace Warriors!

MSA Appreciates its Volunteers! In April, MSA Cares hosted our second annual Volunteer Appreciation Event to celebrate the many incredible MSA employees who gave their time for company-sponsored volunteer activities throughout the year. It was also an opportunity for employees to mingle with 12 of the charitable organizations that MSA partners with. Thank you to all our volunteers!

Page 2: QU ARTERLY - msa.hanford.govpresident Bill Johnson and COO Bob Wilkinson, met with other board members and the executive director of DVS to learn more about their services and needs

MSA Employees Support Second Harvest MSA employees volunteered at Second Harvest’s “The Big Build” – where sponsors of the Bite2Go program gathered to assemble weekend food kits for the next school year. Nearly 5,000 kits were assembled in under two hours. MSA employees created a fast, efficient and fun assembly line and were proud to be a part of helping to erase childhood hunger in our region.

| SUMMER 2017

Domestic Violence Services Meet & GreetTo further serve our community, Ann Shattuck with Environmental Integration Services recently joined the board of Domestic Violence Services of Benton and Franklin Counties (DVS). Ann, along with MSA president Bill Johnson and COO Bob Wilkinson, met with other board members and the executive director of DVS to learn more about their services and needs.

Celebrating Earth Month To celebrate Earth Month, a dozen MSA employees spent a Friday morning spreading wood chips on the Tapteal Greenway at the Chamna Preserve in Richland. MSA employees know how to work safely and efficiently and completed far more work than expected!

MSA is Top Team at Run for Ribbons MSA Cares – a whole lot! Not only did our team grow from last year, we were again the top fundraiser at the Tri-Cities Cancer Center’s Run for Ribbons. This event brings together cancer survivors, supporters and a chance to honor loved ones. The event raised awareness and nearly $60,000 to provide support services for local cancer patients.

Page 3: QU ARTERLY - msa.hanford.govpresident Bill Johnson and COO Bob Wilkinson, met with other board members and the executive director of DVS to learn more about their services and needs

| SUMMER 2017

Random Acts of Kindness Week

MSA held our first annual Random Acts of Kindness Week June 19-22. Check out what MSA employees did to put a smile

on someone’s face…

MSA’s 2017 LTC Graduates As a sponsor of Leadership Tri-Cities (LTC), MSA encourages employees to take part in the LTC experience. Patrick Conrad with MSA Communications and Delina Hottell, with MSA subcontractor Trade Winds, graduated from LTC Class XXII. Their class project focused on improving and expanding the barn and stables for Therapeutic Riding of Tri-Cities (TROT).

MSA Supports Reach Foundation Several MSA employees attended a REACH Foundation Fundraiser at the Hanford Reach Interpretive Center. The event raised more than $50,000 to support operations at the REACH.

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