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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 20, 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
3.03 |
Material
Modification to Rights of Security Holders. |
As
disclosed in the Current Report of Sonim Technologies, Inc. (the “Company” or “Sonim”) filed with the Securities
and Exchange Commission (the “SEC”) on October 20, 2025, at the 2025 special meeting of stockholders of the Company held
on October 16, 2025 (the “Special Meeting”), the Company’s stockholders, upon the recommendation of the Company’s
board of directors (the “Board”), approved an amendment to the Company’s amended and restated certificate of incorporation,
as amended (the “Certificate of Incorporation”) to effect a reverse split stock of the Company’s outstanding common
stock (“Common Stock”) 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 and with such action to be effected at such time and date, if at all, as determined
by the Board prior to the one-year anniversary of the Special Meeting without further approval or authorization of the Company’s
stockholders.
The
Board approved the reverse stock split of the Common Stock (the “Reverse Stock Split”) at a final ratio of 1-for-18
(one-for-eighteen).
On
October 20, 2025, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”)
with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Certificate of Amendment will become effective
at 12:01 a.m. Eastern Time on October 27, 2025, at which time every eighteen (18) shares of Common Stock will be automatically combined
into one (1) issued and outstanding share of Common Stock, without any change in par value per share. 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 amended and restated certificate of incorporation to effect
the Reverse Stock Split is filed with the Secretary of State of the State of Delaware, October 20, 2025.
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
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 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. |
The
information contained above under Item 3.03 to the extent applicable is hereby incorporated by reference herein.
| Item
9.01 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective October 27, 2025 (Reverse Stock Split) |
| |
|
|
| 104 |
|
Cover
Page Interactive Data file (embedded within the Inline XBRL document) |
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 trading of the Common Stock on a split-adjusted basis. 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 the Nasdaq Stock Market 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.
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 24, 2025 |
By: |
/s/
Clay Crolius |
| |
Name: |
Clay
Crolius |
| |
Title: |
Chief
Financial Officer |
