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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 15, 2025
Sonim
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38907 |
|
94-3336783 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4445
Eastgate Mall, Suite 200,
San
Diego, CA 92121
(Address
of principal executive offices, including Zip Code)
(650)
378-8100
(Registrant’s
telephone number, including area code)
Not
applicable.
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 $0.001 per share |
|
SONM |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item
1.01 | Entry
into a Material Definitive Agreement. |
Note
Offering and Purchase of Membership Interest
On
December 15, 2025, Sonim Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with DNA Holdings Venture, Inc. (“DNA Holdings”) and issued a
convertible promissory note in the original principal amount
of $1,200,000 (the “DNA Note”), in a private placement (the “Offering”). The Company paid no placement agent
fees in connection with the Offering. The cash proceeds disbursed to the Company from the issuance of the DNA Note were $1,200,000.
In
connection with the Offering, on the same date and concurrently with the closing of the sale of the DNA Note, the Company also entered
into a membership interest purchase agreement with DNA Holdings (the “Membership Interest Purchase Agreement” and, together
with the Purchase Agreement and the DNA Note, the “Transaction Documents”), pursuant to which the Company purchased 100%
of the membership interests in DNA X LLC, a Delaware limited liability company, (“DNA X”) for an aggregate purchase price
of 223,201 shares of the Company’s common stock, representing 19.99% of the outstanding shares of the Company’s common stock
as of the date of issuance.
DNA
X is engaged in the business of DNAX DeFi, an advanced on-chain trading protocol that lets users automate their decentralized exchange
trading — things like limit orders, grid / range orders, and recurring trades.
Membership
Interest Purchase Agreement
The
closing of the transactions contemplated by the Membership Interest Purchase Agreement occurred on December 15, 2025, contemporaneously
with the consummation of the Offering. Under the Membership Interest Purchase Agreement, DNA Holdings also agreed to vote all shares
of the Company’s common stock beneficially owned by DNA Holdings in favor of the asset purchase agreement, dated July 17, 2025,
as subsequently amended and as amended from time to time, by and among the Company, Pace Car Acquisition LLC, the seller representative
named in the asset purchase agreement, and Social Mobile Technology Holdings LLC (the “Asset Purchase Agreement”) and granted
the officers and directors of the Company irrevocable proxy to vote for the adoption of the Asset Purchase Agreement and against any
proposal made in opposition to, or in competition with, the consummation of the Asset Purchase Agreement until the earlier of January
15, 2026 and the termination of the Asset Purchase Agreement (such obligation of DNA Holdings, the “Voting Arrangement”).
Pursuant
to the Membership Interest Purchase Agreement, so long as DNA Holdings, directly or indirectly, beneficially owns at least 5% of the
Company’s outstanding common stock, DNA Holdings will have the right under the Membership Interest Purchase Agreement to designate
one officer and one nominee for election to the Company’s board of directors, and the Company will be required to take reasonably
necessary corporate action to appoint such designees, subject to the oversight of the Company’s nominating and governance committee.
The
Membership Interest Purchase Agreement contains representations and warranties of each of DNA Holdings and the Company that are customary
for transactions of this type, including with respect to due authorization, ownership of the membership interests in DNA X being sold
(the “Purchased Interests”), title to the assets of DNA X, and the financial condition and investment intent of the parties.
DNA X is an express third-party beneficiary of the Membership Interest Purchase Agreement and is entitled to enforce its terms. The Membership
Interest Purchase Agreement also contains covenants and other provisions that are customary for transactions of this nature, including
mutual non-disparagement obligations, confidentiality obligations, certain consent rights relating to anticipated uses of proceeds from
the Asset Purchase Agreement, and an agreement to resolve disputes by binding arbitration (subject to limited exceptions for injunctive
or other equitable relief).
The
Membership Interest Purchase Agreement also grants DNA Holdings a put option (the “Put Option”). If at any time prior to
June 30, 2026 (the “Put Period”) the DNA X does not realize either (i) aggregate trading volume of at least $600,000,000
or (ii) aggregate revenues of at least $1,000,000 per day, DNA Holdings will have the right, during the Put Period, to exchange all
or any portion of the shares of common stock issued to DNA Holdings under the Membership Interest Purchase Agreement for the
Purchased Interests then held by the Company. To the extent not exercised during the Put Period, the Put Option will terminate upon
the expiration of the Put Period.
Securities
Purchase Agreement
The
Purchase Agreement contains customary representations and warranties of the Company and DNA Holdings. Additionally, pursuant to the Purchase
Agreement, the Company made certain covenants including, but not limited to: (i) timely filing of its reports with the Securities and
Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, (ii) restrictions on the adoption
of stockholder rights plans, poison pills, or similar anti-takeover measures, (iii) limitations on the use of proceeds from the Offering
to the ordinary course of business of the Company, and (vi) for so long as the DNA Note remains outstanding, a covenant not to effect
or enter into any variable rate transaction (as defined in the Purchase Agreement).
Additionally,
under the Purchase Agreement, DNA Holdings has agreed to a Voting Arrangement that is substantially
identical to the Voting Arrangement described above under “Membership Interest Purchase Agreement.”
Convertible
Promissory Note
Repayment
Date; Interest
The
DNA Note is an unsecured obligation of the Company and matures on December 15, 2026 (the “Maturity Date”). The DNA Note bears
interest at a rate of 10% per annum, payable in cash on the earlier of (i) the Maturity Date and (ii) the date of any mandatory redemption
of the DNA Note as described below. Upon the occurrence and during the continuance of an event of default under the DNA Note, the interest
rate increases to 20% per annum.
Conversion
Beginning
on the six-month anniversary of the original issue date of the DNA Note, the outstanding principal amount of, and accrued but unpaid
interest on, the DNA Note will be convertible, in whole or in part, at the option of the holder, into shares of the Company’s common
stock, at an initial conversion price of $5.50 per share (the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d)),
subject to adjustment as described below.
The
DNA Note provides for customary anti-dilution and other adjustments to the conversion price, including in connection with stock dividends,
stock splits, reverse stock splits, reclassifications and similar transactions, as well as a “full ratchet” price-protection
adjustment in the event that the Company issues or is deemed to issue common stock or common stock equivalents at an effective price
per share lower than the then-current conversion price (subject to customary exceptions for “Exempt Issuances” such as equity
incentive awards and the exercise or conversion of outstanding securities). In such a case, the conversion price will be reduced to the
lower price. The DNA Note also entitles the holder to participate, on a pro rata “as converted” basis, in certain rights
offerings and distributions to holders of common stock. However, the conversion price cannot be reduced below $1.10, and no adjustment
to the conversion price may be made under the “full-ratchet” adjustment or the anti-dilution adjustment, unless and until
the Company has received approval from the Company’s stockholders in accordance with the Nasdaq Listing Rules.
At
any time after (i) the termination of the Asset Purchase Agreement or (ii) during the continuance of any event of default under the DNA
Note, the conversion price will equal the “Alternate Conversion Price,” which is defined as 80% of the closing price of the
Company’s common stock on the Company’s principal trading market on the date of conversion (subject to the same adjustment
provisions described above). In addition, if at any time the Depository Trust Company imposes a “chill” on the Company’s
shares, the holder may convert the DNA Note at the Alternate Conversion Price while such “chill” is in effect.
Redemption
Upon
the occurrence of a “Change of Control Transaction” (as defined in the DNA Note), the Company is required to redeem the outstanding
principal amount of the DNA Note for cash at a price equal to 110% of the then outstanding principal amount, plus accrued but unpaid
interest and any other amounts then due under the DNA Note (the “Redemption Amount”), at the closing of such transaction.
Notwithstanding the foregoing, the transactions contemplated by the Asset Purchase Agreement do not constitute a Change of Control Transaction
under the DNA Note. In lieu of receiving the Redemption Amount, and subject to any required stockholder approval under the rules of the
Company’s principal trading market, the holder may elect to convert the DNA Note, in whole or in part, upon a Change of Control
Transaction at a price per share equal to the lower of (i) the closing price of common stock on the original issue date of the DNA Note
and (ii) the closing price of common stock on the date of consummation of such Change of Control Transaction.
Events
of Default
The
DNA Note contains customary events of default, including, among others: (i) failure to pay principal, interest or other amounts when
due; (ii) breaches of covenants or other agreements in the DNA Note or other transaction documents; (iii) certain cross-defaults to other
material indebtedness; (iv) certain bankruptcy or insolvency events; (v) certain judgments in excess of specified thresholds; and (vi)
certain Change of Control Transactions or dispositions of substantially all of the Company’s assets (other than the transactions
contemplated by the Asset Purchase Agreement). Upon an event of default, the holder may declare all outstanding obligations under the
DNA Note immediately due and payable, in which case the Company is required to pay a “Mandatory Default Amount” equal to
100% of the then outstanding principal amount of the DNA Note plus accrued and unpaid interest and all other amounts due under the DNA
Note, and interest accrues at the default rate described above.
Covenants
The
DNA Note also includes negative covenants that, for so long as any portion of the DNA Note remains outstanding (unless waived by the
holder), restrict the Company and its subsidiaries from, among other things: (i) incurring additional indebtedness, other than “Permitted
Indebtedness” as defined in the DNA Note and the Purchase Agreement; (ii) granting liens, other than “Permitted Liens”;
(iii) amending the Company’s organizational documents in a manner that adversely affects the rights of the holder; (iv) repaying,
repurchasing or otherwise acquiring shares of its Common Stock or Common Stock equivalents (other than in limited circumstances); (v)
repaying other indebtedness, subject to limited exceptions; and (vi) paying cash dividends or distributions on the Company’s equity
securities.
The
foregoing descriptions of the DNA Note, the Purchase Agreement, and the Membership Interest Purchase Agreement and transactions contemplated
thereby do not purport to be complete and are qualified in their entirety by the full text of the DNA Note, the Purchase Agreement, and
the Membership Interest Purchase Agreement, copies of which are filed as Exhibits 4.1, 10.1, and 10.2 hereto, respectively, and incorporated
by reference herein.
The
foregoing descriptions of the Transaction Documents have been included to provide investors with information regarding the terms of the
Transaction Documents. They are not intended to provide any other factual information about the Company, DNA Holdings, or their respective
affiliates. The representations, warranties, and covenants contained in the Transaction Documents were made only as of specified dates
for the purposes of the Transaction Documents, were solely for the benefit of the parties to the applicable Transaction Documents and
may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties,
and covenants contained in the Transaction Documents and discussed in the foregoing description, it is important to bear in mind that
such representations, warranties, and covenants were negotiated with the principal purpose of allocating risk between the parties, rather
than establishing matters as facts, and may have been qualified by confidential disclosures. Such representations, warranties, and covenants
may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and
documents filed with the SEC. Accordingly, investors should not rely on such representations, warranties, and covenants as characterizations
of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties,
and covenants may change after the date of the Transaction Documents, which subsequent information may or may not be fully reflected
in the parties’ public disclosures.
Exchange
Agreement
As
previously reported on the Current Report on Form 8-K filed by the Company with the SEC on February 21, 2025, the Company entered into
a note purchase agreement with Streeterville Capital, LLC (the “Lender”) on February 21, 2025, pursuant to which the Company
issued and sold to the Lender a promissory note in the original principal amount of $3,300,000 (the “Original Note”).
On
December 16, 2025, the Company and the Lender entered into an exchange agreement (the “Exchange Agreement”), pursuant to
which the Company and the Lender agreed to:
| (i) | partition
a new secured promissory note in the form of the Original Note (the “Partitioned Note”)
in the original principal amount of $629,640 (the “Exchange Amount”) and then
cause the outstanding balance of the Original Note to be reduced by the Exchange Amount;
and |
| (ii) | exchange
the Partitioned Note for the delivery of 148,500 shares of common stock (the “Exchange
Shares”), at an effective price per Exchange Share equal to $4.24, which is below the
“Minimum Price” as defined in Nasdaq Listing Rule 5635(d) (the “Exchange”). |
The
number of Exchange Shares being issued in connection with the Exchange is less than 20% of the Company’s voting power outstanding
prior to the Exchange. Immediately following the Exchange, the remaining Outstanding Balance (as defined in the Original Note) was reduced
to approximately $2.3 million.
The
Exchange Agreement contains representations, warranties, and covenants that are customary for this type of transaction.
The
foregoing description of the Exchange Agreement and transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference
herein.
| Item
2.01 | Completion
of Acquisition or Disposition of Assets. |
The
information contained above under the heading “Note Offering and Purchase of Membership Interest” in
Item 1.01 to the extent applicable is hereby incorporated by reference herein.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information contained above under the heading “Note Offering and Purchase of Membership Interest” in
Item 1.01 to the extent applicable is hereby incorporated by reference herein.
| Item
3.02 | Unregistered
Sales of Equity Securities. |
The
information contained above under the headings “Membership Interest Purchase Agreement” and “Exchange Agreement”
in Item 1.01 to the extent applicable is hereby incorporated by reference herein.
Set
forth below is information regarding equity securities issued by the Company following the fiscal quarter ended on September 30, 2025.
Also included is the consideration received by the Company for such shares and information relating to the section of the Securities
Act, or rule of the SEC, under which exemption from registration was claimed. The information below is retroactively adjusted to reflect
the 1-for-18 reverse stock split that became effective on October 27, 2025.
| October
6, 2025 |
|
13,041
shares of common stock in consideration of the exchange of $150,000 of the Note. The exchange was effected at the “Minimum
Price” as defined in Nasdaq Listing Rule 5635(d) |
|
Section
3(a)(9) of the Securities Act |
|
Streeterville
Capital, LLC |
| |
|
|
|
|
|
|
| October
31, 2025 |
|
16,187
shares of common stock in consideration of the exchange of $180,000 of the Note. The exchange was effected at the “Minimum
Price” as defined in Nasdaq Listing Rule 5635(d) |
|
Section
3(a)(9) of the Securities Act |
|
Streeterville
Capital, LLC |
| |
|
|
|
|
|
|
| November
7, 2025 |
|
13,071
shares of common stock in consideration of the exchange of $150,000 of the Note. The exchange was effected at the “Minimum
Price” as defined in Nasdaq Listing Rule 5635(d) |
|
Section
3(a)(9) of the Securities Act |
|
Streeterville
Capital, LLC |
| |
|
|
|
|
|
|
| November
17, 2025 |
|
18,423
shares of common stock in consideration of the exchange of $180,000 of the Note. The exchange was effected at the “Minimum
Price” as defined in Nasdaq Listing Rule 5635(d) |
|
Section
3(a)(9) of the Securities Act |
|
Streeterville
Capital, LLC |
| |
|
|
|
|
|
|
| December
3, 2025 |
|
27,932
shares of common stock in consideration of the exchange of $150,000 of the Note. The exchange was effected at the “Minimum
Price” as defined in Nasdaq Listing Rule 5635(d) |
|
Section
3(a)(9) of the Securities Act |
|
Streeterville
Capital, LLC |
| |
|
|
|
|
|
|
| December
15, 2025 |
|
223,201
shares of common stock in consideration of the exchange of the membership interest in DNA X. |
|
Section
4(a)(2) of the Securities Act or Regulation D promulgated thereunder |
|
DNA
Holdings Venture, Inc. |
| |
|
|
|
|
|
|
| December
16, 2025 |
|
148,500
shares of common stock in consideration of the exchange of $629,640 of the Note. The exchange was effected at a price which is below
the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) |
|
Section
3(a)(9) of the Securities Act |
|
Streeterville
Capital, LLC |
| Item
3.03 | Material
Modification to Rights of Security Holders. |
The
information contained above under the heading “Convertible Promissory Note” in Item 1.01 to the extent applicable
is hereby incorporated by reference herein.
Following
the consummation of the transactions described in this Current Report on Form 8-K, there were 1,488,465 shares of the Company’s
common stock issued and outstanding.
| Item
9.01 | Financial
Statements and Exhibits. |
| (a) | Financial Statements
of Business Acquired. |
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later
than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial
Information. |
The
pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K
not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d)
Exhibits.
The
following exhibits are filed as part of this Current Report on Form 8-K:
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Convertible Promissory Note dated as of December 15, 2025 |
| |
|
|
| 10.1* |
|
Securities Purchase Agreement, dated as of December 15, 2025, by and between Sonim Technologies, Inc. and DNA Holdings Venture, Inc. |
| |
|
|
| 10.2* |
|
Membership Interest Purchase Agreement, dated as of December 15, 2025, by and between Sonim Technologies, Inc. and DNA Holdings Venture, Inc. |
| |
|
|
| 10.3 |
|
Exchange
Agreement, dated as of December 16, 2025, by and between Sonim Technologies, Inc. and Streeterville Capital, LLC |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded
within the Inline XBRL document) |
| * | Schedules
have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees
to furnish a copy of all omitted schedules to the SEC upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SONIM
TECHNOLOGIES, INC. |
| |
|
|
| Date:
December 18, 2025 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
