false
0001178697
0001178697
2025-06-25
2025-06-25
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): June 25, 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 7.01 Regulation FD Disclosure.
On
June 25, 2025, Sonim Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing
developments in its strategic alternatives process. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 8.01 Other Events.
As
stated in the Press Release, the Company has entered into a non-binding letter of intent with a privately held company (the “Target”)
regarding a potential business combination. The Target operates in the sector of high-performance computing and data processing infrastructure
for artificial intelligence.
Any
definitive agreement with the Target would be subject to customary conditions, including approval by the boards of directors and stockholders
of both the Company and the Target, as well as the satisfaction of other closing conditions.
The
Company’s current strategy is to pursue definitive agreements for both (i) a business combination with the Target and (ii) the
sale of substantially all of the Company’s operating assets, as previously disclosed. However, there can be no assurance that the
Company will successfully negotiate and enter into either definitive agreement, that any such agreements will reflect the terms of the
respective letters of intent, or that either transaction will be consummated.
Important
Information and Where to Find It
This
communication may be considered to be soliciting material in connection with the 2025 Annual Meeting of Stockholders. Sonim has filed
with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation
of proxies for the 2025 Annual Meeting of Stockholders.
Sonim’s
stockholders are strongly encouraged to read Sonim’s definitive proxy statement (including any amendments or supplements thereto)
and any other documents to be filed with the SEC carefully and in their entirety when they become available because they will contain
important information.
Stockholders
may obtain a free copy of the definitive proxy statement, any amendments or supplements to the proxy statement, and other documents that
Sonim files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at
no charge on Sonim’s website at https://ir.sonimtech.com/sec-filings/all-sec-filings.
Additional
Information and Where to Find It
This
communication relates to the proposed transaction involving Sonim. This communication does not constitute a solicitation of any vote
or approval. In connection with the proposed transaction, Sonim plans to file with the SEC a proxy statement (the “Proxy Statement”)
relating to a special meeting of its stockholders and may file other documents with the SEC relating to the proposed transaction, including
a prospectus. This communication is not a substitute for the Proxy Statement or any other document that Sonim may file with the SEC or
send to its stockholders in connection with the proposed transaction. Before making any voting decision, stockholders of Sonim are
urged to read the Proxy Statement in its entirety when it becomes available and any other relevant documents filed or to be filed with
the SEC and any amendments or supplements thereto and any documents incorporated by reference therein, because they will contain important
information about the proposed transaction and the parties to the proposed Transaction. Any vote in respect of resolutions to be
proposed at a stockholder meeting of Sonim to approve the proposed transaction or related matters, or other responses in relation to
the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Investors and security
holders will be able to obtain the Proxy Statement and other documents Sonim files with the SEC (when available) free of charge at the
SEC’s website (http://www.sec.gov) or at Sonim’s investor relations website (https:// https://ir.sonimtech.com/) or by e-mailing
Sonim to ir@sonimtech.com.
Participants
in the Solicitation
Sonim
and its respective directors, executive officers, and other members of their management and employees, including Peter Liu (Chief Executive
Officer and a director), Clay Crolius (Chief Financial Officer), and Sonim’s directors–James Cassano, Mike Mulica, Jack Steenstra,
and Jeffrey Wang–under SEC rules, may be deemed to be participants in the solicitation of proxies of Sonim’s stockholders
in connection with the proposed Transaction.
Stockholders
may obtain more detailed information regarding Sonim’s directors and executive officers, including a description of their direct
or indirect interests, by security holdings or otherwise, under the captions “Directors, Executive Officers, and Corporate Governance,”
“Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” of Sonim’s definitive proxy statement for the 2025 Annual Meeting filed with the SEC on June
18, 2025.
Any
subsequent updates following the date hereof to the information regarding the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with
the SEC in connection with the proposed transaction, if and when they become available. These documents will be available free of charge
as described above.
Forward-Looking
statements
This
communication 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 anticipated effects of the proposed transaction and the strategy of Sonim in connection
with strategic alternatives, the growth of the AI market, the anticipated terms of the proposed transaction, and potential benefits of
the proposed transaction to Sonim’s stockholders. These forward-looking statements are based on Sonim’s current expectations,
estimates and projections, 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,” “poised,”
“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 ability of Sonim to meet expectations regarding the timing and completion of the proposed transaction; the possibility that the LOI
will not result in the definitive agreement; the possibility that the conditions to the closing of the proposed transaction are not satisfied,
including the risk that the required approvals are not obtained, the Sonim Legacy Business Sale does not close, and that Sonim’s
stockholders do not approve the proposed transaction; the challenges of maintaining Nasdaq listing and the potential necessity to implement
a reverse stock-split in order to remain listed on Nasdaq; the occurrence of any event, change or other circumstances that could result
in the definitive agreement (if ever executed) being terminated or the proposed transaction not being completed on the terms reflected
in the definitive agreement, or at all; potential litigation relating to the proposed transaction; the risk that the proposed transaction
and its announcement could have adverse effects on the market price of Sonim’s common stock; the risk that the current board of
directors of Sonim loses the proxy contest and the new directors’ slate determines to terminate the proposed transaction (whether
at the state of LOI or definitive agreement); the effect of the announcement of the proposed transaction on the ability of Sonim to retain
key personnel and maintain relationships with customers and business partners; the risk of unexpected costs or expenses resulting from
the proposed transaction and the LOI; and other risks and uncertainties, including those 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 release, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press release dated June 25, 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:
June 25, 2025 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
