---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-24-000477"
form_type: "8-K"
ticker: "PHUN"
cik: "0001665300"
company_name: "Phunware, Inc."
filed_at: "2024-01-04T23:59:59+00:00"
generated_at: "2026-06-07T04:03:34.810556+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Phunware receives Nasdaq notice re audit committee noncompliance after director resignation; cure period until Dec 2024

## Summary
- Nasdaq notified Phunware that audit committee lacks third independent member due to resignation of director Ryan Costello.
- Audit committee now has two members: Stephen Chen and Rahul Mewawalla, both independent but insufficient under Nasdaq Rule 5605.
- Cure period expires earlier of next annual meeting or Dec 31, 2024; if meeting before June 28, 2024, then cure deadline June 28.
- Failure to regain compliance may lead to delisting; Company is reviewing options but cannot assure compliance.

## SEC filing metadata
- accession: 0001628280-24-000477
- form_type: 8-K
- ticker: PHUN
- cik: 0001665300
- company_name: Phunware, Inc.
- filed_at: 2024-01-04T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1665300/000162828024000477/0001628280-24-000477-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1665300/000162828024000477/phun-20240103.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-24-000477
- JSON: https://secwatch.observer/filing/0001628280-24-000477.json
- Plain text: https://secwatch.observer/filing/0001628280-24-000477.txt

## Key facts
- Listing & Compliance Notices
  Phunware, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(c)(2)(A), 5605(c)(4)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: audit committee
  - Rules: 5605, 5605(c)(2)(A), 5605(c)(4)
  source text: January 3, 2024, Phunware, Inc., (the "Company") received a letter (the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, as a result of the resignation of Ryan Costello, as previously disclosed, from the Company's board of directors and its audit committee, 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 und
  evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828024000477/0001628280-24-000477-index.htm

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