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

Rhea-AI Filing Summary

Sonim Technologies entered a receivables factoring agreement under which eligible receivables will be purchased at a 15% discount, providing up to €3,000,000 of financing. The facility carries an interest rate equal to the greater of 4.00% or EURIBOR+3.50%, a late fee of 0.18% for invoices outstanding more than 95 days, a risk surcharge of 0.06% of a preapproved limit, and a non-utilization fee of €70,000 if annual sales to Tradewind are below €15,000. The term is 12 months with automatic annual extension and either party may terminate with three months' notice.

The company also amended prior subscription agreements to lower the Subscription Warrant exercise price to $0.75. Because stockholders did not approve an increase in shares under the 2019 Equity Incentive Plan, the compensation committee approved a Substitute Cash Grant to non-employee directors that is designed to replicate RSUs valued at $60,000; those phantom RSUs vest on a change in control or at the 2026 annual meeting and the cash award is payable at the vesting event.

Positive

• Receivables financing committed: Factoring facility provides up to €3,000,000 of liquidity.
• Warrant exercise price lowered to $0.75: Subscription Agreement Amendments formalize a reduced strike for investors.
• Director compensation preserved: Compensation committee approved a Substitute Cash Grant replicating RSU value of $60,000 for non-employee directors.

Negative

• High effective cost of financing: Receivables sold at a 15% discount, increasing the economic cost of funding.
• Multiple fees and penalties: Interest floor of 4.00% (or EURIBOR+3.50%), 0.18% late fee after 95 days, 0.06% risk surcharge, and a €70,000 non-utilization fee if annual sales to Tradewind < €15,000.
• Potential cash burden: Substitute Cash Grants create contingent cash obligations for director compensation due at vesting.
• Shareholder vote failed: Stockholders did not approve the EIP increase, necessitating cash substitution rather than RSU issuance.

Insights

Financial Analyst

TL;DR: Receivables factoring gives near-term liquidity at substantive cost; warrant repricing and cash director awards alter capital structure and compensation cash needs.

The factoring facility provides up to €3.0 million by selling receivables at a 15% discount, with an interest floor of 4.00% or EURIBOR+3.50%, plus incremental fees (late fee 0.18%, risk surcharge 0.06%, and a €70,000 non-utilization penalty). This structure supplies immediate liquidity but creates a meaningful effective financing cost tied to both the discount and interest/fee profile. The amendment lowering Subscription Warrant strike to $0.75 is a material change to potential dilution dynamics. The Substitute Cash Grant replaces RSUs valued at $60,000 and creates a contingent cash obligation payable on vesting events.

Corporate Governance Expert

TL;DR: Board substituted cash awards for RSUs after shareholder rejection of EIP increase; this preserves director compensation but shifts payout to cash contingent on vesting events.

The compensation committee's Substitute Cash Grant is explicitly tied to a valuation assumption of $60,000 per director (phantom RSUs) and vests on either a change in control or the 2026 annual meeting, payable at vesting. This preserves intended compensation levels while avoiding dilution given the unapproved increase in authorized shares under the EIP; it also creates potential future cash payments tied to corporate events or routine vesting.

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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 7, 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 1.01 Entry into a Material Definitive Agreement.

Factoring Agreement

On August 7, 2025, Sonim Technologies, Inc. (the “Company”) entered into a factoring agreement (the “Factoring Agreement”) with Tradewind GmbH (“Tradewind”), under which Tradewind will provide receivables factoring to the Company. Pursuant to the terms of the Factoring Agreement, eligible receivables will be purchased by Tradewind at a 15% discount to their face value. The maximum financing amount of the factoring facility is €3 million. The interest rate applicable to the Factoring Facility is the greater of 4.00% or EURIBOR plus 3.50%. The Company will pay Tradewind a late fee of 0.18% of any invoice amount outstanding longer than 95 days. The Company will pay Tradewind a risk surcharge of 0.06% of a preapproved limit determined by Tradewind with respect to any invoice sold by the Company. Additionally, the Company is obligated to pay a non-utilization fee of €70,000 if the aggregate annual sales to Tradewind under the Factoring Agreement are less than €15,000.

The Factoring Agreement has an initial term of twelve (12) months, subject to an automatic annual extension, unless terminated. The Factoring Agreement can be terminated by either party upon three months’ written notice.

The foregoing description of the Factoring Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Factoring Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Subscription Agreement Amendments

As previously reported, the Company entered into subscription agreements on April 29, 2024 and May 12, 2025 (the “Original Subscription Agreements”) with certain investors (each an “Investor”) to purchase shares of the Company’s common stock, as well as warrants to purchase the Company’s common stock (such warrants, the “Subscription Warrants”). On August 7, 2025, the Company and the Investors entered into an amendment, amending each of the Original Subscription Agreements (the “Subscription Agreement Amendments”) to reduce the Subscription Warrant exercise price to $0.75.

The foregoing description of the Subscription Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Subscription Agreement Amendment and Subscription Agreement Amendment, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this current report on Form 8-K under the title “Factoring Agreement” is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025, an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan (the “EIP”) to increase the aggregate number of shares of common stock authorized for issuance by 600,000 shares was not approved by stockholders at the Company’s 2025 annual meeting.

On August 11, 2025, the compensation committee of the board of directors (the “Board”) of the Company approved the grant of a cash award (the “Substitute Cash Grant”) to non-employee directors of the Board in lieu of a grant of restricted stock units (RSUs) under the EIP due to the unavailability of shares of common stock under the EIP.

The amount of the Substitute Cash Grant will be determined using the following methodology (the “Determination Formula”) designed to closely replicate RSU vesting under the current non-employee director compensation policy:

	(i)	Assumption that the number of RSUs valued at $60,000 (based on the Fair Market Value as of the date of grant — the date of the Compensation Committee meeting on August 11, 2025) (such number of RSUs, the “Phantom RSUs”) has been granted;
	(ii)	Assumption that the Phantom RSUs vest on the earlier of:

	a.	a change in control, whether due to consummation of the asset purchase agreement or a reverse takeover; or
	b.	the 2026 annual meeting of the Company’s stockholders

(each (a) and (b), a “Vesting Event”)

(iii) the Substitute Cash Grant shall equal the Fair Market Value of the Company’s common stock underlying the Phantom RSUs at the time of the Vesting Event and shall be payable as of the Vesting Event.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Factoring Agreement, dated as of August 7, 2025, by and between Sonim Technologies, Inc. and Tradewind GmbH
10.2		Form of Subscription Agreement Amendment, dated as of August 7, 2025, by and between Sonim Technologies, Inc. and the Investors named therein
10.3		Subscription Agreement Amendment, dated as of August 7, 2025, by and between Sonim Technologies, Inc. and the Investor named therein
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: August 12, 2025	By:	/s/ Clay Crolius
	Name:	Clay Crolius
	Title:	Chief Financial Officer

FAQ

What financing did Sonim (SONM) secure?

Sonim entered a receivables factoring agreement with Tradewind to sell eligible receivables at a 15% discount, providing up to €3,000,000 of financing.

What are the interest rate and fees under the Tradewind factoring facility?

Interest is the greater of 4.00% or EURIBOR+3.50%. There is a 0.18% late fee for invoices outstanding over 95 days, a 0.06% risk surcharge, and a €70,000 non-utilization fee if annual sales to Tradewind are below €15,000.

How were the Subscription Warrants changed?

The company amended the original subscription agreements to reduce the Subscription Warrant exercise price to $0.75.

Why did Sonim approve cash grants for directors?

After stockholders did not approve increasing authorized shares under the 2019 EIP, the compensation committee approved a Substitute Cash Grant to non-employee directors designed to replicate RSUs valued at $60,000.

When do the phantom RSUs vest under the Substitute Cash Grant?

The phantom RSUs vest on the earlier of a change in control or the 2026 annual meeting, and the cash grant is payable at the vesting event.

Where can I find the full agreements referenced in the 8-K?

The full agreements are filed as Exhibit 10.1 (Factoring Agreement), Exhibit 10.2 (Form of Subscription Agreement Amendment), and Exhibit 10.3 (Subscription Agreement Amendment) and are incorporated by reference.