Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 24, 2025, Phunware, Inc. (the "Company") notified The Nasdaq Stock Market LLC ("Nasdaq") that, as a result of the resignation of Rahul Mewawalla from the Company's audit committee in connection with his appointment as Executive Chair and Chief Artificial Intelligence Architect as described below, the Company is not in compliance with Nasdaq's audit committee composition requirements as set forth in Nasdaq Listing Rule 5605.

Pursuant to Nasdaq Listing Rule 5605(c)(2)(A), a listed company must have an audit committee of at least three members, each of whom must be an Independent Director as defined under Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (subject to the exemptions provided in Rule 10A-3(c) under the Exchange Act). On July 13, 2025, the Company appointed Mr. Mewawalla as its Executive Chairman and Chief Artificial Intelligence Architect. As a result, Mr. Mewawalla resigned from the Company's Audit Committee since he no longer satisfied the independence requirements needed to serve on the Company's Audit Committee. With Mr. Mewawalla's resignation, the Company's Audit Committee is currently comprised of only two members, Elliot Han and Quyen Du, each of whom meets the independent requirements set forth in Nasdaq Rule 5605 (a)(2) and Rule 10-A3(b)(1) of the Exchange Act.

Additionally, under Nasdaq Listing Rule 5605(c)(2)(A), a listed company must have a financially sophisticated audit committee member. Mr. Mewawalla served as the "audit committee financial expert" as defined under Item 507(d)(5)(ii) and (iii) of Regulation S-K, and therefore, was presumed to qualify as a financially sophisticated audit committee member under Rule 5605(c)(2)(A). As a result of Mr. Mewawalla's disqualification for service as an independent director of the Company, the Company's Audit Committee has not yet determined if Mr. Han or Ms. Du would qualify as an "audit committee financial expert" or a financially sophisticated audit committee member as required by Regulation S-K and Nasdaq Listing Rules, respectively.

The Company is in the process of reviewing and evaluating potential options to regain compliance with Nasdaq audit committee requirements as set forth in Nasdaq Listing Rule 5605 within the cure period provided by Nasdaq. However, there can be no assurance the Company will regain compliance with Nasdaq Listing Rule 5605 or maintain compliance with other Nasdaq Listing Rules.