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

Rhea-AI Filing Summary

GS Finance Corp. (subsidiary of Goldman Sachs Group – ticker GS) is offering Callable Fixed and Floating Rate Notes maturing on July 11, 2040. The securities are unsecured senior obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key structural features

• Principal: $1,000 denominations; aggregate amount to be set at pricing (option to reopen for additional sales).
• Tenor: 15 years (trade date expected July 9 2025; settlement July 11 2025; maturity July 11 2040).
• Interest: • Fixed 10.00% p.a. paid quarterly from July 11 2025 through July 11 2027.
  • Floating thereafter: 1.20 × (7.00% – compounded SOFR) with a 0% floor. If 7.00% – SOFR ≤ 0, interest for that quarter is 0%.
  • Quarterly day-count 30/360 (ISDA); payment dates Jan 11, Apr 11, Jul 11, Oct 11.
• Call option: Issuer may redeem at 100% of principal plus accrued interest on any quarterly interest date on or after July 11 2027 with ≥5 business-day notice.
• Estimated value: $890 – $940 per $1,000 (reflects model price net of structuring/hedging costs and credit spreads; lower than 100% issue price).
• Liquidity: No exchange listing; GS & Co. may (but is not obligated to) make a market; secondary prices expected to include bid/ask spreads and could be materially below par.
• Use of proceeds: Loaned to Goldman Sachs Group or affiliates for general corporate purposes and hedging.
• Calculation agent: Goldman Sachs & Co. LLC; possesses discretion on SOFR determinations and benchmark replacement.
• Tax treatment: Contingent payment debt instrument (CPDI); purchasers accrue OID based on comparable yield and projected payment schedule; all gain on disposition treated as ordinary income.

Principal investor considerations

• Income profile: Attractive 10% coupon for two years, then variable income inversely linked to SOFR; investors are implicitly betting compounded SOFR will stay below 7% throughout the floating period.
• Credit & call risk: Payments depend on GS Finance Corp.’s credit and Goldman Sachs Group’s guarantee. Early redemption could truncate high-coupon periods and force reinvestment at lower rates.
• Valuation gap: The modeled value is up to 11% below the $1,000 offering price, meaning investors incur an immediate economic premium.
• Liquidity & market value: Absence of listing, potential wide spreads, and sensitivity to rates, credit spreads, and SOFR volatility may cause substantial price fluctuations before maturity.

Positive

• 10.00% fixed coupon for the first two years provides substantial current income relative to traditional investment-grade bonds.
• Notes are unconditionally guaranteed by The Goldman Sachs Group, Inc., adding an additional credit backstop.
• Floating formula offers leveraged upside (1.2×) if compounded SOFR remains materially below 7%, allowing for potentially attractive variable coupons.

Negative

• Modeled fair value is only $890–$940 per $1,000, meaning investors pay up to an 11% premium at issuance.
• Issuer call starting July 2027 can cap investor returns and introduce reinvestment risk.
• Interest may drop to 0% whenever compounded SOFR ≥7%, exposing investors to zero income in high-rate scenarios.
• Obligations are unsecured and subject to Goldman Sachs credit risk amid a 15-year tenor.
• No exchange listing; limited secondary liquidity and potentially wide bid/ask spreads.
• Taxed as contingent payment debt instruments, creating complex OID accruals and potential mismatch between taxable income and cash flow.

Insights

Fixed-Income Strategist

TL;DR: High initial coupon offsets sizable model discount; long-dated callable with zero-floor SOFR kicker renders risk/return highly path-dependent.

Income & rate view: Investors receive a compelling 10% for two years, but thereafter coupon becomes 1.2 × (7% – compounded SOFR). If SOFR averages 3%, quarterly rate equals roughly 4.8% (annualised), yet if SOFR ≥7% interest drops to zero. With current SOFR near 5.2% (June 2025), modest further increases could sharply compress payments. Buyers must therefore hold a bearish view on medium-term SOFR or anticipate issuer redemption once the structure turns cheap.

Issuer option & valuation: The call starting July 2027 hands GS cheap optionality; if rates fall or spreads tighten the notes will likely be called, capping upside for holders. Conversely, in adverse scenarios investors remain locked in. The estimated value (89-94% of par) highlights the economic cost of embedded options and fees.

Credit & liquidity: GS senior unsecured debt trades investment grade (A2/A-/A); however, the note is structurally junior, unlisted, and may suffer from wide secondary spreads. Investors seeking current income and willing to accept credit and structure complexity may find the product suitable inside tax-exempt accounts aware of CPDI rules.

Structured-Product Risk Analyst

TL;DR: Key risks are call, zero-floor, SOFR volatility, and 11% issue premium; liquidity thin.

Risk focus: 1) Zero-floor risk: When SOFR ≥7%, coupons cease, turning the note into a zero-coupon bond until SOFR retreats. 2) Call asymmetry: Redemption is issuer-only; investors cannot put the bond back, exposing them to reinvestment risk in low-rate environments while trapping them if rates rise. 3) Model gap: Paying 100 for an asset valued at ~0.89-0.94 implies negative carry day one. 4) Liquidity & price discovery: OTC only, with GS as sole potential dealer; bid/ask could exceed embedded discount, especially after the additional amount amortises to zero. 5) Tax complexity: CPDI rules create phantom income; mismatch between cash flow and tax liability.

Suitability: Impactful for investors with high risk tolerance, sophisticated rate outlook, and capacity to hold to maturity. For most traditional fixed-income portfolios the structure raises concentration and modelling challenges.

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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): July 1, 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 8.01 Other Events.

On July 1, 2025, Sonim Technologies, Inc. (the “Company”) priced a best-efforts public offering (the “Offering”) of 7,400,000 shares of its common stock at a public offering price of $0.75 per share. In connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investor signatories thereto for the purchase of shares of common stock described above.

Roth Capital Partners (the “Placement Agent”) served as the exclusive placement agent in connection with the Offering. The Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised at the closing of the Offering, and reimbursement of certain expenses and legal fees in the amount of $100,000. The Company also issued to designees of the Placement Agent warrants to purchase up to an aggregate of 208,875 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $0.75 per share, are not exercisable until the 181^st day following the closing (or January 2, 2026), and expire on July 2, 2030. The exercise prices of the Placement Agent Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, stock combinations, reorganizations or similar events affecting the Common Stock. Subject to limited exceptions, a holder of Placement Agent Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the shares of common stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding. The Purchase Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

The shares of common stock and the Placement Agent Warrants described above and the underlying shares of common stock were offered pursuant to a Registration Statement on Form S-1, as amended (File No. 333-288221) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 30, 2025.

The closing of the Offering occurred on July 2, 2024. The estimated net proceeds of the Offering are estimated to be approximately $4.9 million, after deducting the Placement Agent fees and expenses and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for overall business strategy, for working capital purposes and for general corporate purposes, which may include repayment and refinancing of our indebtedness.

The foregoing summaries of the Purchase Agreement and Placement Agent Warrants do not purport to be complete and are qualified in their entirety by the forms of such documents, which are filed as Exhibits 4.1 and 10.1 to this report.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to, among other things, the statements relating to the amount of gross proceeds expected from the offering and the intended use of proceeds from the offering. These forward-looking statements are based on Sonim’s current expectations, estimates and projections about its business and industry, management’s beliefs and certain assumptions made by Sonim, all of which are subject to change. Forward-Looking statements generally can be identified by the use of forward-looking terminology such as “achieve,” “aim,” “ambitions,” “anticipate,” “believe,” “committed,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “future,” “goals,” “grow,” “guidance,” “intend,” “likely,” “may,” “milestone,” “objective,” “on track,” “opportunity,” “outlook,” “pending,” “plan,” “position,” “possible,” “potential,” “predict,” “progress,” “promises,” “roadmap,” “seek,” “should,” “strive,” “targets,” “to be,” “upcoming,” “will,” “would,” and variations of such words and 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. Factors that may cause actual results to differ materially include, but are not limited to, the following: the availability of cash on hand; potential material delays in realizing projected timelines; the current interest and potential attempt of hostile takeover from a third party may divert the management attention from Sonim’s business and may require significant expenses; Sonim’s material dependence on its relationship with a small number of customers who account for a significant portion of Sonim’s revenue; Sonim’s entry into the data device sector could divert our management team’s attention from existing products; risks related to Sonim’s ability to comply with the continued listing standards of the Nasdaq Stock Market and the potential delisting of Sonim’s common stock; Sonim’s ability to continue to develop solutions to address user needs effectively, including its next-generation products; Sonim’s reliance on third-party contract manufacturers and partners; Sonim’s ability to stay ahead of the competition; Sonim’s ongoing transformation of its business; the variation of Sonim’s quarterly results; the lengthy customization and certification processes for Sonim’s wireless carries customers; various economic, political, environmental, social, and market events beyond Sonim’s control, as well as the other risk factors described under “Risk Factors” included in Sonim’s most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission (available at www.sec.gov). Sonim cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Sonim 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Form of Placement Agent Warrant to Purchase Common Stock, issued on July 2, 2025
10.1		Form of Securities Purchase Agreement dated as of July 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 2, 2025	By:	/s/ Clay Crolius
	Name:	Clay Crolius
	Title:	Chief Financial Officer

FAQ

What coupon will GS (ticker GS) pay on the notes before 2027?

10.00% per annum, paid quarterly from July 11 2025 through July 11 2027.

How is interest determined after July 11 2027?

Each quarter the rate equals 1.20 × (7.00% – compounded SOFR) with a 0% floor; if the formula is negative, no interest is paid.

Can Goldman Sachs redeem the notes early?

Yes. GS may call at 100% of principal plus accrued interest on any quarterly interest payment date on or after July 11 2027, with 5 business-day notice.

What is the estimated value compared with the issue price?

Goldman estimates the value at $890–$940 per $1,000, below the 100% offering price due to fees, hedging and credit spreads.

Are the notes listed on an exchange?

No. The securities will not be listed; any trading will be OTC and GS is not obligated to make a market.

What credit support backs the notes?

They are senior unsecured obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.