Current Report Filing (8-k)
23 August 2022 - 11:01PM
Edgar (US Regulatory)
0001178697
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0001178697
2022-08-20
2022-08-20
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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 20, 2022
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.) |
6500
River Place Boulevard
Building
7, Suite 250
Austin,
TX 78730
(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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(c)
On August 20, 2022, Sonim Technologies, Inc., a Delaware corporation (the “Company”), entered into an employment agreement
(the “Employment Agreement”) with Peter Hao Liu in connection with his role as Chief Executive Officer (“CEO”)
of the Company. The Employment Agreement terminates Mr. Liu’s prior employment arrangement with the Company.
Under
the Employment Agreement, Mr. Liu will receive an annual base salary of $450,000 (the “Base Salary”). The Base Salary
is conditioned to be retroactively effective as of April 14, 2022, and Mr. Liu is entitled to receive, following the execution of the
Employment Agreement, a lump sum payment of the difference between the Base Salary and the base salary pursuant to Mr. Liu’s previous
employment arrangements.
Additionally,
under the Employment Agreement, Mr. Liu will be eligible to participate in the Company’s 2019 Equity Incentive Plan (the “EIP”)
in connection with Mr. Liu’s equity awards. Under the EIP, Mr. Liu will be entitled to receive stock option grants, to purchase
in the aggregate a total of 4,014,419 shares of the Company’s common stock (the “Options”), provided that the
following conditions are satisfied: (i) Mr. Liu remains continuously employed by the Company; (ii) the Company’s board of directors
approves the issuance of Options; and (iii) the EIP shall have been amended (pursuant to all applicable laws and regulations including
the approval of the stockholders of the Company of such amendment) to increase the number of shares available under the EIP to permit
the issuance of the Options. Each Option will vest over four (4) years, with one-fourth (1/4th) of the shares underlying such
Option vesting on the one-year anniversary of the date of Mr. Liu’s appointment as CEO, and one-twelfth (1/12th) of
the shares underlying such Option vesting in quarterly installments thereafter. The Options will have a maximum term of ten (10) years
from each grant date and will terminate earlier upon termination of employment prior to the ten-year period. The Options will be issued
pursuant to the terms and conditions of the EIP, at an exercise price equal to 100% of the fair market value of the Company’s common
stock on the date of each grant.
Mr.
Liu will also be eligible to participate in the compensation and benefits programs generally available to the Company’s employees.
His employment has no specified term and will be on an at-will basis. The employment agreement, inter alia, contains customary
confidentiality, non-disparagement, and cooperation provisions. The above description of the Employment Agreement is not purported to
be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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 23, 2022 |
By:
|
/s/
Clay Crolius |
|
Name:
|
Clay
Crolius |
|
Title:
|
Chief
Financial Officer |
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