[DEFA14A] Sonim Technologies, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Sonim Technologies (NASDAQ: SONM) filed DEFA14A additional proxy materials revealing an unsolicited, non-binding proposal from Orbic North America to purchase substantially all operating assets for $25 million.

A Board-appointed Special Committee will evaluate the bid with legal and financial advisers. The 26 June 2025 offer expressly permits Sonim to proceed with its previously disclosed reverse take-over (RTO) letter of intent involving a private Nvidia-based HPC company. No shareholder action is required now; further updates will be provided.

Positive

• Unsolicited $25 million proposal for substantially all operating assets provides a potential value-realisation event for shareholders
• Offer expressly allows continuation of the HPC reverse take-over, preserving strategic optionality

Negative

• Proposal is non-binding; significant closing uncertainty until diligence, financing and definitive agreements are secured

Insights

M&A Specialist

TL;DR Non-binding $25m bid offers liquidity but outcome hinges on diligence, financing and board review.

The proposal could monetise virtually all of Sonim’s core operations at a headline cash value that appears material for a micro-cap issuer. Because it is non-binding, customary confirmatory diligence, financing certainty and definitive documentation remain open items. Retaining the RTO option creates negotiating leverage and may trigger a competitive auction process. Key diligence points include asset scope, assumed liabilities and regulatory approvals. Until terms are finalised, valuation uplift is speculative, warranting a neutral impact rating.

Governance Specialist

TL;DR Special Committee structure safeguards fiduciary duties and preserves strategic flexibility.

Formation of an independent Special Committee aligns with best-practice governance, insulating conflicted directors and providing a framework for robust fairness analysis. By confirming that shareholders need take no action, the board signals early-stage status while avoiding premature solicitation concerns under proxy rules. The coexistence of the Orbic bid and the HPC RTO demonstrates the committee’s intent to maximise value; however, absent a binding agreement, execution risk remains elevated. Neutral rating reflects balanced opportunity and uncertainty.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Sonim Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Sonim Technologies Confirms Receipt of Unsolicited, Non-Binding Proposal from Orbic North America, LLC

No stockholder action required at this time

San Diego, CA – June 27, 2025 (NEWSFILE) – The Special Committee of the Board of Directors (the “Special Committee”) of Sonim Technologies, Inc. (NASDAQ: SONM), formed to oversee the Company’s ongoing strategic alternatives process, today confirmed receipt of an unsolicited, non-binding proposal from Orbic North America, LLC to acquire substantially all of Sonim’s operating assets for $25 million. The proposal, dated June 26, 2025, represented that this $25 million offer would not preclude Sonim consummating the Reverse Take Over (RTO) transaction contemplated in the recently disclosed letter of intent with a private US-based company which is building out Nvidia-based High-Performance Computing (HPC) (see press release dated June 26, 2025, https://ir.sonimtech.com/news-events/press-releases/detail/263/sonim-technologies-signs-letter-of-intent-for-reverse).

The Special Committee will evaluate the proposal in consultation with its legal and financial advisors. Further updates will be shared as more information becomes available.

About Sonim Technologies

Sonim Technologies is a leading U.S. provider of rugged mobile solutions, including phones, wireless internet data devices, accessories and software designed to provide extra protection for users that demand more durability in their work and everyday lives. Trusted by first responders, government, and Fortune 500 customers since 1999, we currently sell our ruggedized mobility solutions through tier one wireless carriers and distributors in North America, EMEA, and Australia/New Zealand. Sonim devices and accessories connect users with voice, data, workflow and lifestyle applications that enhance the user experience while providing an extra level of protection. For more information, visit www.sonimtech.com.

Media contact:

Anette Gaven

anette.gaven@sonimtech.com

P: 619-993-3058

Important Information and Where to Find It

This press release may be considered to be a 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 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.

FAQ

What offer did SONM receive for its operating assets?

On 26 June 2025 Sonim received a $25 million unsolicited, non-binding proposal from Orbic North America to acquire nearly all operating assets.

Does SONM’s board recommend shareholders take any action now?

No. The Special Committee stated that no stockholder action is required at this time while it evaluates the bid.

Will the $25 million offer affect SONM's planned RTO?

Orbic’s proposal indicates it would not preclude the previously announced reverse take-over with a private Nvidia-based HPC company.

Who is evaluating the unsolicited offer for SONM?

An independent Special Committee of the Board, advised by legal and financial consultants, is reviewing the proposal.

What are the next steps in SONM’s strategic review?

The Special Committee will conduct diligence, negotiate definitive terms if warranted, and provide further updates as information becomes available.