[8-K] Sonim Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

On 22 Jul 2025 Opus Genetics (Nasdaq: IRD) executed a Funding & License Agreement with Eyes on the Future and RDH12 Fund for Sight to advance its RDH12 gene-therapy program for inherited retinal degeneration. The Funding Parties will supply up to $1.6 million in milestone-driven, non-dilutive capital that must be used under a mutually agreed development plan.

Opus must meet specific development milestones; failure to do so or other License Trigger Events would give the Funding Parties a non-exclusive, worldwide, royalty-free license to the program. Opus would gain reciprocal access to the generated data and may negotiate for exclusivity, but it cannot grant a third party an exclusive U.S. license during the term without Funding Party consent.

The agreement ends upon (i) dosing three patients in a Phase 1a/2b trial before a trigger event, or (ii) first commercial sale after regulatory approval, and includes standard termination for breach or bankruptcy. The deal is disclosed under Item 1.01; a related press release is furnished as Exhibit 99.1.

Positive

• $1.6 M in non-dilutive funding strengthens cash position for early RDH12 development.
• External stakeholders’ participation validates scientific approach and may attract further support.

Negative

• Funding amount is relatively small and unlikely to cover later-stage clinical costs.
• Failure to meet milestones could trigger a royalty-free license transfer, eroding future exclusivity and value.
• Agreement restricts out-licensing in the U.S., limiting strategic and M&A flexibility.

Insights

Biotechnology Equity Analyst

TL;DR – $1.6 M non-dilutive cash aids pipeline, but milestone slippage risks loss of exclusivity.

The agreement provides modest yet helpful capital without share dilution, signalling external confidence in Opus’s RDH12 asset. However, the small amount will cover only early work; investors should focus on Opus’s ability to hit the milestone of dosing three patients in Phase 1a/2b. Missing that or other trigger events hands development rights to the funders, reducing Opus’s economic upside. Restrictions on out-licensing also limit strategic optionality. Overall impact is balanced: slight financial positive, offset by execution risk.

Intellectual Property Counsel

TL;DR – Conditional license clauses increase IP risk if diligence falters.

The royalty-free, global, non-exclusive license that activates upon a trigger event is unusually generous to the funders and could undermine Opus’s bargaining power with future partners. While Opus keeps a back-license and negotiation rights, any lapse in diligence could erode exclusivity and future revenue streams. The contractual bar on granting exclusive U.S. licenses without consent further narrows strategic flexibility. Investors should monitor compliance closely.

false 0001178697 0001178697 2025-07-17 2025-07-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 17, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2025, the compensation committee of the board of directors (the “Board”) of Sonim Technologies, Inc. (the “Company”) approved the grant of a one-time special cash award of $55,000 to each member of the special committee of the Board (the “Special Committee”) and an additional $35,000 to the chair of the Special Committee. These awards were granted in recognition of their service in connection with the Company’s strategic alternatives initiatives and are intended to further align director compensation with long-term stockholder value creation through the next phase of the Company’s strategy in pursuit of strategic alternatives.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on July 18, 2025. Holders of 6,624,559 shares of the Company’s common stock, or approximately 64% of the shares outstanding as of the record date, were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting.

Proposal 1: The stockholders elected each of the Company’s five director nominees — James Cassano, Peter Liu, Mike Mulica, Jack Steenstra, and George Thangadurai — to serve as directors of the Company:

Name		Votes For				Votes Withheld				Broker Non-Votes
James Cassano(1)			5,663,302				929,896				—
Peter Liu(1)			3,728,396				2,864,802				—
Mike Mulica(1)			3,716,556				2,876,642				—
Jack Steenstra(1)			5,666,285				629,913				—
George Thangadurai(1)			5,662,691				930,507				—
Douglas B. Benedict(2)			2,831,270				3,761,928				—
Joseph M. Glynn(2)			2,832,153				3,761,045				—
Gregory M. Johnson(2)			885,340				5,707,858				—
Surendra Singh(2)			882,738				5,710,460				—
Michael Wallace(2)			863,374				5,729,824				—

	(1)	Nominated by the Board
	(2)	Nominated by AJP Holding Company, LLC and Orbic North America, LLC

Proposal 2: The stockholders ratified, on an advisory basis, the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as follows:

Votes For		Votes Against				Votes Abstained				Broker Non-Votes
6,181,612			199,815				243,132				—

Proposal 3: An amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance by 600,000 shares was not approved:

Votes For		Votes Against				Votes Abstained				Broker Non-Votes
1,611,140			2,948,436				2,034,035				—

Proposal 4: The stockholders did not approve, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers:

Votes For			Votes Against				Votes Abstained				Broker Non-Votes
1,626,781				2,970,900				1,995,930				—

Proposal 5: The stockholders approved, on a non-binding, advisory basis, the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers to be every three (3) years as follows:

1 Year				2 Year				3 Years				Votes Abstained				Broker Non-Votes
	2,687,448				59,129				3,457,977				389,057				—

Consistent with the recommendation of the Board as set forth in the Company’s proxy statement and filed in connection with the Annual Meeting and based on the results of this non-binding advisory vote, the Board has determined that the Company will hold future non-binding advisory votes on executive compensation every three (3) years until the next advisory vote on frequency of executive compensation, which will be held no later than the Company’s 2031 annual meeting of stockholders.

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: July 23, 2025	By:	/s/ Clay Crolius
	Name:	Clay Crolius
	Title:	Chief Financial Officer

FAQ

How much funding does Opus Genetics (IRD) receive under the RDH12 agreement?

Up to $1.6 million in milestone-based, non-dilutive financing.

What happens if Opus misses development milestones for RDH12?

The Funding Parties can invoke a non-exclusive, worldwide, royalty-free license to develop the program themselves.

Are there restrictions on Opus licensing RDH12 to other partners?

Yes. Opus cannot grant a third party an exclusive U.S. license during the agreement term without Funding Party consent.

When does the agreement with Eyes on the Future and RDH12 Fund for Sight terminate?

Upon dosing three patients in a Phase 1a/2b trial before a trigger event, first commercial sale post-approval, or standard breach/bankruptcy termination.

Is the information in the 8-K considered filed or furnished?

Item 1.01 is filed; Item 7.01 and Exhibit 99.1 are furnished and not deemed filed under Section 18 of the Exchange Act.