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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): August 22, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 22, 2025, Sonim Technologies, Inc. (the “Company”) received a letter (the “Deficiency Letter”) from The
Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity, as reported in its Quarterly
Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”), did not satisfy the continued listing requirement
under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’
equity be at least $2.5 million. As reported on its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2025 was
$1,334,000. Additionally, the Deficiency Letter stated that as of August 21, 2025, the Company did not meet the alternatives of market
value of listed securities of $35.0 million per Listing Rule 5550(b)(2) or net income from continuing operations of $0.5 million in its
most recently completed fiscal year or in two of its three most recently completed fiscal years per Listing Rule 5550(b)(3), and as such,
the Company did not comply with the Listing Rule 5550 for continued listing on the Nasdaq Capital Market. The Deficiency Letter has no
immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market
under the symbol “SONM.”
In
accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company has been provided an initial period of 45 calendar days, or until October
6, 2025, to submit a plan to regain compliance. Subsequent to the receipt of the Deficiency Letter, and prior to that deadline, the Company
will submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1) to Nasdaq. If the Company’s plan is accepted, Nasdaq
may grant an extension of up to 180 calendar days from the date of the Deficiency Letter to evidence compliance.
The
Company is currently evaluating various courses of action to regain compliance and plans to timely submit its plan to Nasdaq to regain
compliance with Nasdaq Listing Rule 5550(b)(1). There can be no assurance that the Company’s plan will be accepted or that if it
is, the Company will be able to regain compliance. If the Company’s plan to regain compliance is not accepted, or if it is and
the Company does not regain compliance within 180 days from the date of the Deficiency Letter, or if the Company fails to satisfy another
Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting.
In such event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or
any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the
conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such
forward-looking statements include, among other things, statements regarding the submission of a plan to regain compliance, potential
receipt of an extension to regain compliance, ability of the Company to comply with other Nasdaq requirements, potential delisting of
the Company’s common stock from the Nasdaq Capital Market, the ability of the Company to regain compliance with Nasdaq Listing
Rule 5550(b)(1) and other statements that are not statements of historical facts. Forward-looking statements generally can be identified
by the use of forward-looking terminology such as “future,” “believe,” “expect,” “may,”
“will,” “intend,” “estimate,” “continue,” or similar expressions or the negative of those
terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those
expressed in or indicated by the forward-looking statements. For example, there can be no assurance that the Company will meet Nasdaq
compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or
ultimately meet applicable Nasdaq requirements for any such relief. It is very difficult to predict the effect of known factors, and
the Company cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking
information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed in
this Current Report and those factors disclosed under “Risk Factors” in the Company’s most recent Annual Report on
Form 10-K filed with the SEC and the Company’s subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company cautions
you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation
to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report, except
as required by law.
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:
August 27, 2025 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
