---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-25-099381"
form_type: "8-K"
ticker: "PHUN"
cik: "0001665300"
company_name: "Phunware, Inc."
filed_at: "2025-07-29T23:59:59+00:00"
generated_at: "2026-05-17T23:44:02.499138+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Phunware non-compliant with Nasdaq audit committee rules after Mewawalla resignation

## Summary
- On July 24, 2025, Phunware notified Nasdaq it is not in compliance with Listing Rule 5605.
- Rahul Mewawalla resigned from the audit committee after becoming Executive Chair and Chief AI Architect on July 13, losing independence.
- Audit committee now has only two members (Elliot Han and Quyen Du) and lacks a financial expert.
- Company is evaluating options to regain compliance within the cure period but cannot assure success.

## SEC filing metadata
- accession: 0000950170-25-099381
- form_type: 8-K
- ticker: PHUN
- cik: 0001665300
- company_name: Phunware, Inc.
- filed_at: 2025-07-29T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1665300/000095017025099381/0000950170-25-099381-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1665300/000095017025099381/phun-20250724.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-25-099381
- JSON: https://secwatch.observer/filing/0000950170-25-099381.json
- Plain text: https://secwatch.observer/filing/0000950170-25-099381.txt

## Key facts
- Listing & Compliance Notices
  Phunware, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(c)(2)(A), 5605(a)(2), 10A-3).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: audit committee
  - Rules: 5605, 5605(c)(2)(A), 5605(a)(2), 10A-3
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000095017025099381/0000950170-25-099381-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.