DNA X SEC Filings

Sonim Technologies, Inc. filed an amendment to its S-1 registration that registers shares for resale by Chardan and updates pro forma and distribution details. The company may issue up to 350,000,000 additional shares to Chardan under a purchase agreement, which combined with existing outstanding shares of 10,338,905 could total 360,338,905 shares offered for resale under certain assumptions. The Purchase Agreement limits issuance to no more than 19.99% of pre-transaction outstanding shares unless stockholder approval or the Nasdaq Minimum Price of $0.6277 is met; Chardan is further restricted from exceeding 4.99% beneficial ownership.

The company estimates it may receive up to $500.0M of aggregate gross proceeds from sales to Chardan, although actual proceeds depend on shares sold and prices; at least 33% of proceeds will prepay the July Note. Pro forma adjustments reflect an estimated transaction expense accrual of $1,250, severance of $2,137, recognition of a gain on an Asset Sale of $12,074, and application of a 21% statutory tax rate. The filing discloses potential FINRA conflict-of-interest compliance for Chardan acting as executing broker and includes customary risk factor and forward-looking statement language.

Sonim Technologies registers a shelf to allow resale by a selling securityholder and to support an at-the-market-style purchase agreement under which the company may sell up to 350,000,000 shares to Chardan. The company had 10,338,905 shares outstanding at June 30, 2025 in the disclosure and estimates it could receive up to $500.0 million in aggregate gross proceeds from sales to Chardan, subject to sales prices, discounts and Nasdaq issuance limits. At least 33% of proceeds from sales to Chardan would be applied to prepayment of the July Note. Issuances to Chardan are limited by a 19.99% Exchange Cap and a 4.99% beneficial ownership cap, and the Purchase Agreement contains a Nasdaq Minimum Price of $0.6277 per share. Resales by Chardan present a FINRA Rule 5121 conflict of interest; resales will follow FINRA procedures.

Sonim Technologies entered a committed equity facility with Chardan Capital Markets that allows Sonim, at its option, to sell newly issued common shares for up to $500,000,000 in aggregate gross purchase price, subject to limits including an exchange cap of 2,066,747 shares, equal to 19.99% of shares outstanding before the agreement. Sales will be priced off the stock’s volume weighted average price with a fixed 3.5% discount and can occur over a 36‑month period after the resale registration statement becomes effective.

Chardan’s beneficial ownership is capped at 4.99% of outstanding shares, and per‑day purchases are further limited by dollar, trading‑volume and contract thresholds. Sonim plans to use at least 33% of any proceeds to prepay a $2,755,000 promissory note to Streeterville Capital, with the balance intended for operations, working capital and general corporate purposes.

Sonim Technologies, Inc. is asking stockholders to vote at a Special Meeting on October 16, 2025 on four proposals: a reverse stock split, an increase in authorized common shares, an increase in shares under the equity incentive plan, and an adjournment proposal. The board proposes increasing authorized common stock from 100,000,000 to 1,000,000,000 shares and would raise shares reserved under the equity plan from 43,927 to 1,043,927 if approved. The company reports 17,781,919 shares outstanding and 80,381,720 shares available for issuance today (rising to 980,381,720 if the authorized increase is approved). The Nasdaq reported closing price is $0.7536 per share. Named executives include CEO Peter Hao Liu, CFO Clay Crolius, and CCO Charles Becher. Major holders disclosed include AJP/Orbic Group with 11.07%, Laurence Lytton 5.55%, CVI 5.62%, L1 5.62%, and 1 Main 5.07%. The board notes potential benefits of the reverse split but also identifies associated risks.

Sonim Technologies, Inc. is soliciting votes at a 2025 special meeting on four proposals: a reverse stock split, an increase in authorized common stock from 100,000,000 to 1,000,000,000, an increase in shares reserved under its equity incentive plan, and an adjournment proposal. The company reports 17,781,919 shares outstanding and a Nasdaq closing price of $0.57. If approved, reserved shares for awards would increase from 43,927 to 1,043,927 (illustrative figures shown). The proxy discloses outstanding warrants of 1,133,625 and certain majority and voting thresholds required to approve each proposal.

This Schedule 13G reports that the Reporting Persons collectively beneficially own 908,410 shares of Sonim Technologies, Inc. common stock, representing 5.1% of the class based on 17,738,905 shares outstanding plus 150,000 shares underlying warrants.

The holdings are held across private funds managed by 1 Main Capital: Fund 1 directly holds 622,380 shares plus warrants for 150,000 shares and Fund 2 holds 136,030 shares, with the Adviser (1 Main Capital Management, LLC), the General Partner and Principal Yaron Naymark identified as reporting persons. The filing states the stake was not acquired to influence control and is signed by Yaron Naymark.

Sonim Technologies reported that it received a Nasdaq notice on August 22, 2025 stating that it no longer meets continued listing standards for the Nasdaq Capital Market. The company’s stockholders’ equity was $1,334,000 as of June 30, 2025, below the required $2.5 million, and it also failed alternative criteria based on market value of listed securities and net income from continuing operations. Sonim has 45 days, until October 6, 2025, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to demonstrate compliance if the plan is accepted. The company is evaluating options but warns there is no assurance its plan will be accepted or that it will regain compliance, and its shares could ultimately be delisted, although it would have the right to appeal any delisting determination.

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.

Sonim Technologies, Inc. reported consolidated total assets of $36,078 and cash and cash equivalents of $2,006 at June 30, 2025. Total net revenues were $11,190 for the three months and $27,911 for the six months ended June 30, 2025, with gross profit of $845 for the quarter. The company recorded a net loss of $7,475 for the quarter and $7,017 for the six months, and used $14,488 of cash in operating activities during the six months. Stockholders' equity remained in a deficit of $1,334 and accumulated deficit totaled $290,625.

The company entered a material Asset Purchase Agreement dated July 17, 2025 to sell substantially all assets of its enterprise 5G solutions business for $15,000 in cash plus up to $5,000 of earn-out tied to Net Revenue above $70,000 for the 12-month period beginning July 1, 2025. Sonim also completed a July 2, 2025 public offering that raised net proceeds of approximately $4,800 and sold a promissory note for approximately $2,320, and obtained access to additional receivables financing (up to 0,000). Management states it believes these proceeds, together with cash at June 30, 2025, are sufficient to meet obligations for the next twelve months following the filing date.