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2025-10-16
2025-10-16
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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) October 16, 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.
As
disclosed in the Current Report on Form 8-K of Sonim Technologies, Inc. (the “Company”) filed with the Securities and Exchange
Commission (the “SEC”), on August 22, 2025, 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.
On
October 6, 2025, the Company submitted to the Nasdaq staff a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1).
On
October 17, 2025, the Company received written notification from Nasdaq (the “Extension Notice”) granting the Company an
extension through December 31, 2025, to regain compliance with Nasdaq Listing Rule 5550(b)(1). Under the terms of the extension, on or
before December 31, 2025, the Company must evidence compliance with Nasdaq Listing Rule 5550(b)(1) as set forth in the Extension Notice.
The Company intends to satisfy these requirements within the current extension period or, if necessary, to request a further extension
from Nasdaq, which would be subject to Nasdaq’s discretion.
The
Company is undertaking measures to regain compliance within the extension period; however, there can be no assurance that the Company
will ultimately regain compliance with Nasdaq Listing Rule 5550(b)(1) or be able to maintain compliance with all other applicable requirements
for continued listing on Nasdaq. The Company’s failure to meet these requirements could result in the Company’s securities
being delisted from Nasdaq.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Executive
Chairman Appointment
On
October 16, 2025, the board of directors (the “Board”) of the Company appointed Mr. Michael Mulica to serve as Executive
Chairman of the Board effective as of October 16, 2025 (the “Effective Time”).
Michael
Mulica, age 62, has served as a member of the Board since April 2021 and Chairman of the Board since November 2023. Mr. Mulica has served
as a Partner at Avataar Venture Partners since November 2019. Mr. Mulica has served on the board of Global Digital Holdings, conducting
business as QumulusAI, an AI data center operator optimizing for enterprise-grade AI workloads, since September 2025. He has served as
Chairman at AlefEdge, a global edge API platform company, since March 2018, and as its Chief Executive Officer from August 2021 to May
2024. From May 2018 to present, Mr. Mulica has served as the Global Management Advisor at Mulica Consulting, advising public and private
companies on global mobile Internet and application platforms. From May 2016 to August 2018, Mr. Mulica served as Chief Executive Officer
and President of Actility Technologies, Inc., an IoT communications and software company. From June 2014 to May 2016, Mr. Mulica served
as the President, Worldwide Sales and Business Development at Real Networks, Inc., a content and Internet software company. From October
2011 to July 2014, Mr. Mulica served as the Chief Executive Officer and President of Openwave Systems, Inc., a mobile internet software
company. Prior to his service at Openwave Systems, he held various leadership positions at Motorola, Inc., a communications systems company,
Synchronoss Technologies, an Internet software and services company, FusionOne, Inc., a pioneer in the development of the Cloud, BridgePort
Technologies, Inc., a pioneer in the development of fixed to mobile convergence, Phone.com, Inc., inventor of the mobile Internet, California
Microwave, Inc., a microwave and satellite systems company, and Tandem Computers, a fault tolerant computer manufacturer. Mr. Mulica
holds a BS in Finance from Marquette University and an MBA from the Kellogg School of Management at Northwestern University. The Board
believes that Mr. Mulica’s extensive operational, executive, and board experience with numerous private and public companies at
various internet, mobile, and software companies, and his perspective on the Company’s strategic alternatives, qualify him to serve
as the Executive Chairman of the Board.
Executive
Chairman Employment Agreement
In
connection with Mr. Mulica’s appointment as Executive Chairman, the Company and Mr. Mulica entered into an employment agreement,
dated as of October 16, 2025 (the “Employment Agreement”), pursuant to which Mr. Mulica commenced service as the Company’s
Executive Chairman of the Board at the Effective Time.
The
term of employment under the Employment Agreement is for one (1) year, and will automatically renew for successive one-year periods
unless either party provides at least ninety (90) days’ advance written notice of non-renewal.
For
his service as Executive Chairman, the Company shall pay Mr. Mulica an annual base salary of $300,000 (the “Base Salary”).
Mr. Mulica is also entitled to receive an annual grant of $250,000 in restricted stock units (the “Annual Grant”) under the
Sonim Technologies, Inc. 2019 Equity Incentive Plan (the “EIP”). The Annual Grant will vest in equal quarterly installments
over a two-year period, with such installments vesting on each quarterly anniversary of the date of grant. Additionally, Mr. Mulica is
also entitled to receive a grant of $500,000 in restricted stock units (the “Asset Purchase Award”) under the EIP, vesting
upon the consummation of that certain asset purchase agreement by and among the Company, Pace Car Acquisition LLC, the Seller Representative
named therein, and Social Mobile Technology Holdings LLC.
If,
at the grant date of any Annual Grant or the Asset Purchase Award, the amount of shares of the Company’s outstanding common
stock (“Common Stock”) available under the EIP is not sufficient to issue the restricted stock units pursuant to the Employment
Agreement, then, in lieu of the Annual Grant and the Asset Purchase Award, the Company shall issue a cash award (the “Substitute
Cash Grant”) to Mr. Mulica. The Substitute Cash Grant will be determined using the following methodology:
| ● | Assuming
that the number of restricted stock units valued as described in the terms of the respective
grant has been granted as of the date of the grant (such assumed restricted stock units,
the “Phantom RSUs”); |
| | | |
| ● | Assuming
that the Phantom RSUs vest on the earlier of: (a) a change in control, as defined in the
EIP, or any other event accelerating vesting of the respective award; or (b) a vesting event
pursuant to the terms of the grant (each (a) and (b), a “Vesting Event”); and |
| | | |
| ● | The
Substitute Cash Grant shall equal the Fair Market Value (as defined in the EIP) of Common
Stock underlying the Phantom RSUs at the time of the Vesting Event and shall be payable as
of the date of the Vesting Event. |
In
addition to the aforementioned compensation received for service as the Executive Chairman, Mr. Mulica is also entitled to receive the
same compensation as he would have been entitled to receive in his capacity as an independent chairman of the Board, including annual
fees and restricted stock unit grants, pursuant to the Company’s Non-Employee Director Compensation Policy.
On
a termination of Mr. Mulica’s service by the Company without “cause,” upon a Change in Control, cessation of
business, or due to the Company’s election not to renew or extend the term of the Employment Agreement, or on a termination
by Mr. Mulica for “good reason” (each as defined in the Employment Agreement), Mr. Mulica will be entitled to receive, subject
to his execution and non-revocation of a general release of claims in favor of the Company, the following:
| ● | the
remaining Base Salary for the remaining portion of the employment term; |
| | | |
| ● | one
(1) year of Base Salary, to be paid over twelve (12) months in accordance with the Company’s
standard payroll practices; |
| | | |
| ● | the
Annual Grant, Asset Purchase Award, and any other awards under the EIP (or the Substitute
Cash Grants, as and if applicable) will vest immediately upon termination; and |
| | | |
| ● | any
expense reimbursements for expenses accrued prior to the date of termination, for which submissions
were made within thirty (30) days of such expense. |
Mr.
Mulica will be bound by standard restrictive covenants under the Employment Agreement, including, among other terms, confidentiality
restrictions and assignment of intellectual property.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
a special meeting of the stockholders of the Company held on October 16, 2025 (the “Special Meeting”), the Company’s
stockholders approved the amendment to the Company’s amended and restated certificate of incorporation (the “Certificate
of Incorporation”), described in the Company’s definitive proxy statement filed with the SEC on September 19, 2025,
to increase in the number of authorized shares of Common Stock from 100,000,000 shares to 1,000,000,000 shares (the “Authorized
Share Proposal”).
On
October 16, 2025, the Company effected the Authorized Share Proposal by filing a certificate of amendment to the Certificate of Incorporation
(the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, effective as of such date.
The
above description is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Special Meeting was held on October 16, 2025. Holders of 12,056,361 shares of the Company’s common stock, or approximately 67.8%
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 Special Meeting.
Proposal
1: The stockholders did approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s
outstanding common stock by combining outstanding shares into a lesser number of shares at a ratio of not less than 1-for-2 and not greater
than 1-for-30, with the exact ratio to be set within that range at the discretion of the Board. The results of the vote were as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 10,547,566 |
|
1,494,782 |
|
14,013 |
|
— |
Proposal
2: The stockholders did approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of the
Company’s common stock from 100,000,000 to 1,000,000,000. The results of the vote were as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 8,401,652 |
|
3,651,408 |
|
3,301 |
|
— |
Proposal
3: The stockholders did not approve an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended, to increase
the aggregate number of shares of common stock authorized for issuance by 1,000,000 shares (the “Plan Amendment”). The results
of the vote were as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 2,330,823 |
|
5,556,598 |
|
2,030 |
|
4,166,910 |
Proposal
4: The stockholders did approve a proposal, permitting the Company to adjourn the Special Meeting one or more times, if necessary
or appropriate, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies if there are
not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal, Authorized Share Proposal, and the
Plan Amendment. The results of the vote were as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 7,802,183 |
|
4,153,092 |
|
101,086 |
|
— |
Item 8.01 Other Events.
Reverse
Stock Split
On
October 15, 2025, the Board approved a reverse stock split of Common Stock at a final ratio of 1-for-18 (one-for-eighteen) (the
“Reverse Stock Split”) subject to the stockholder approval of the Reverse Stock Split. The Reverse Stock Split is
expected to become effective at 12:01 a.m. Eastern Time on October 27, 2025, following the filing of a certificate of amendment to the
Certificate of Incorporation with the Secretary of State of the State of Delaware. The Common Stock is expected to commence trading on
a split-adjusted basis when the markets open on October 27, 2025, under the existing trading symbol “SONM.” The new CUSIP
number for the Common Stock following the Reverse Stock Split will be 83548F 408. The primary goal of the Reverse Stock Split is to increase
the per share market price of the Common Stock to regain compliance with the minimum bid price requirement for continued listing on the
Nasdaq Capital Market.
No
fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional
share because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the Reverse Stock
Split ratio. If, as a result of the Reverse Stock Split, a stockholder of record would otherwise hold a fractional share, such stockholder
of record will be entitled to receive a cash payment in lieu of such fractional share equal to the fraction of which such stockholder
of record would otherwise be entitled multiplied by the closing price per share of Common Stock as reported by the Nasdaq Capital
Market (as adjusted to give effect to the Reverse Stock Split) on the date the certificate of amendment to the Certificate of
Incorporation to effect the Reverse Stock Split is filed with the Secretary of State of the State of Delaware.
Equiniti
Trust Company, LLC (formerly American Stock Transfer & Trust Company) is acting as the exchange agent and transfer agent for the
Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive
post-split shares. To its best knowledge, the Company does not have any outstanding certificated shares. Stockholders owning shares through
a bank, broker, or other nominee will have their positions adjusted to reflect the Reverse Stock Split in accordance with their respective
bank’s, broker’s, or nominee’s particular processes. If applicable, a check representing a cash payment in lieu of
fractional shares will also be mailed to a stockholder of record’s registered address as soon as practicable after the effective
time of the Reverse Stock Split.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All
statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking
statements, including, without limitation, the timeline trading of the Common Stock on a split-adjusted basis and the ability of the
Company to satisfy the listing requirements of Nasdaq. 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. Factors that may cause actual results to differ materially include, but are not limited to, potential material delays in
realizing projected timelines and risks related to the Company’s ability to comply with the continued listing standards of Nasdaq
and the potential delisting of the Common Stock. 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.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonim Technologies, Inc. (increase in authorized shares from 100,000,000 to 1,000,000,000) |
| |
|
|
| 10.1* |
|
Employment Agreement, dated as of October 16, 2025, by and between the Company and Michael Mulica |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| * | Certain
schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
The Company agrees to furnish a copy of such schedules and attachments 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: October 20, 2025 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay Crolius |
| |
Title: |
Chief Financial Officer |
