UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
Sonim
Technologies, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
83548F
309
(CUSIP
Number)
Peter
Liu
c/o
Sonim Technologies, Inc.
4445
Eastgate Mall, Suite 200
San
Diego, CA 92121
Telephone:
(650) 378-8100
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies
to:
William
N. Haddad
Kirill
Y. Nikonov
Venable
LLP
151
W. 42nd Street, 49th Floor
New
York, NY 10036
Telephone:
(212) 307-5500
July
14, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 83548F 309 | Schedule 13D | Page 2 of 6 Pages |
1 |
Names of reporting persons
Hao (Peter) Liu
|
2 |
Check
the appropriate box if a member of a group (see instructions) |
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(a)
☐ (b)
☐ |
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3 |
SEC use only
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4 |
Source of funds (see instructions)
PF
|
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6 |
Citizenship or place of organization
Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
Sole
voting power
357,254(1) |
8 |
Shared
voting power
0 |
9 |
Sole
dispositive power
357,254(1) |
10 |
Shared
dispositive power
0 |
11 |
Aggregate
amount beneficially owned by each reporting person
357,254(1) |
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
7.16% |
14 |
Type
of reporting person (see instructions)
IN
|
CUSIP No. 83548F 309 | Schedule 13D | Page 3 of 6 Pages |
Item
1. |
Security
and Issuer. |
This
statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.001 per share, (the
“Common Stock”) of Sonim Technologies, Inc., a Delaware corporation (the “Issuer”). The
address of the principal executive offices of the Issuer is: 4445 Eastgate Mall, Suite 200, San Diego, CA 92121.
All
information in this Statement assumes a 1-for-10 reverse stock split of the Common Stock, which was effected by the Issuer on July 17,
2024 (all share and per share amounts have been presented on a retrospective basis to reflect the reverse stock split).
Item
2. |
Identity
and Background. |
(a) |
This
Statement is filed by Hao (Peter) Liu (“Mr. Liu” or the “Reporting Person”). |
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(b) |
The
business address of the Reporting Person is 4445 Eastgate Mall, Suite 200, San Diego, CA 92121. |
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(c) |
The
Reporting Person is Chief Executive Officer and Director of the Issuer. |
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(d) |
During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
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(e) |
During
the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws. |
|
|
(f) |
The
Reporting Person is a citizen of Canada. |
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Subscription
Agreement
On
April 13, 2022, the Issuer entered into the subscription agreement with AJP Holding Company, LLC, a Delaware limited liability company
(“AJP”), pursuant to which AJP agreed to purchase an aggregate of approximately 2,083,334 shares of Common Stock for
an aggregate purchase price of $17,500,000 (or $8.4 per share). In accordance with the Subscription Agreement, Mr. Liu, who then served
as the Issuer’s Executive VP for Global Operations and Engineering, was appointed as the Issuer’s Chief Executive Officer.
The Subscription Agreement additionally provided for the purchase of a certain portion of the shares issuable thereunder by Mr. Liu rather
than AJP: accordingly, Mr. Liu purchased 95,239 shares of Common Stock pursuant to the Subscription Agreement.
On
June 28, 2022, the Issuer held a special meeting of stockholders, whereby our stockholders approved the Subscription Agreement and the
transactions contemplated thereby by approximately 71.98% of the votes cast. The closing of the transaction under the Subscription Agreement
resulted in a change of control of the Issuer.
Registration
Rights Agreement
In
accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and Mr. Liu entered into a registration rights
agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer was required
(among other things), within 30 days of the Second Closing (as defined in the Subscription Agreement), to file with the Securities and
Exchange Commission (the “SEC”) a registration statement to register the resale of all shares of Common Stock purchased
by Mr. Liu in accordance to the terms of the Subscription Agreement. Such registration statement was subsequently filed by the Issuer
and declared effective by the SEC.
CUSIP No. 83548F 309 | Schedule 13D | Page 4 of 6 Pages |
Employment
Agreement
On
August 20, 2022, the Issuer entered into an employment agreement (the “Employment Agreement”) with Mr. Liu in connection
with his role as Chief Executive Officer of the Company. The Employment Agreement provided, inter alia, that Mr. Liu would be
entitled to receive stock options to purchase in the aggregate a total of 401,442 shares of Common Stock (the “Options”),
subject to the Issuer’s stockholders’ approval of the increase in the shares outstanding under the Issuer’s equity
incentive plan and in accordance with the terms and conditions of such plan. Subsequently, the entirety of the Options was granted on
November 18, 2022 at the exercise price of $4.188 per share. The Options vest over a four-year period, with one quarter (1/4) of the
options vested on April 14, 2023 (the one-year anniversary of the date of the Reporting Person’s appointment as CEO of the Issuer),
and all remaining options vesting in equal quarterly installments in the amount of one-twelfth (1/12) of the remaining options amount
thereafter.
The
Reporting Person became the beneficial owner of more than five percent of Common Stock as a result of vesting of the Options.
Other
than shares of Common Stock purchased by means of the Subscription Agreement and the Options, any securities beneficially owned by the
Reporting Person were received as a result of equity award grants by the Issuer prior to the Reporting Person’s appointment as
Chief Executive Officer.
Item
4. |
Purpose
of Transaction. |
The
Reporting Person serves as a member of the Issuer’s board of directors and as the Issuer’s Chief Executive Officer. In such
capacity, the Reporting Person will be involved in reviewing transactions involving the Issuer and may have influence over the corporate
activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule
13D. In addition, in his capacity as Chief Executive Officer, the Reporting Person may receive equity incentive awards for which he qualifies,
including, but not limited to, awards of Common Stock, options to purchase shares of Common Stock, and restricted stock units.
Except
as described herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in
the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item
4.
The
Reporting Person holds the securities of the Issuer for general investment purposes. The Reporting Person reserves the right, based on
all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares
of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer
that the Reporting Person may own from time to time, or exercise the Options, in each case in open market or private transactions, block
sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually
or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs).
Item
5. |
Interest
in Securities of the Issuer. |
(a)
The Reporting Person beneficially owns 357,254 shares of Common Stock, including 151,470 options to purchase Common Stock that will
vest within 60 days of October 18, 2024, which represents approximately 7.16% of the outstanding shares of Common Stock.
The
percentage in this Item 5 is based upon 4,836,476 shares of Common Stock that were outstanding as of August 5, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024.
(b)
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting
Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the
disposition.
CUSIP No. 83548F 309 | Schedule 13D | Page 5 of 6 Pages |
(c)
Not applicable.
(d)
Not applicable.
(e)
Not applicable.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Information
set forth in Items 3 and 4 is incorporated herein by reference.
Except
as described herein, the Reporting Persons have no contracts, arrangements, understandings, or relationships with respect to the securities
of the Issuer.
Item
7. |
Material
to be Filed as Exhibits. |
Exhibit
99.1 |
|
Subscription Agreement, dated as of April 13, 2022, by and between Sonim Technologies, Inc. and AJP Holding Company, LLC (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 14, 2022) |
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Exhibit
99.2 |
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Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 14, 2022) |
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Exhibit 99.3 |
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Employment Agreement dated as of August 18, 2022 by and between Sonim Technologies, Inc. and Peter Hao Liu (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on August 23, 2022) |
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Exhibit
99.4 |
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Amended and restated letter agreement, dated as of December 8, 2023, by and between Sonim Technologies, Inc. and Hao (Peter) Liu (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 11, 2023) |
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Exhibit
99.5 |
|
Power of Attorney, dated July 14, 2022 |
CUSIP No. 83548F 309 | Schedule 13D | Page 6 of 6 Pages |
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date:
October 18, 2024
|
Hao
(Peter) Liu |
|
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|
/s/
Hao (Peter) Liu |
|
Name: |
Hao
(Peter) Liu |
Exhibit
99.5
POWER
OF ATTORNEY
Know
all by these presents, that the undersigned hereby makes, constitutes and appoints each of James Cassano and Clayton Crolius,
or either of them acting singly, and with full power of substitution and resubstitution, the undersigned’s true and lawful attorney-in-fact
(each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for
the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:
1.
Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the
SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
2.
Prepare, execute and submit to the SEC, Sonim Technologies, Inc. (the “Company”), and/or any national securities exchange
on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required
to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the
Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with
respect to any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3.
Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s
equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
The
undersigned acknowledges that:
a)
This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided
to such Attorney-in-Fact without independent verification of such information;
b)
Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
c)
Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements
of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements,
or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
d)
This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under
Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16
of the Exchange Act.
The
undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite,
necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully
do or cause to be done by authority of this Power of Attorney.
This
Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules
13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers
of attorney with respect to the subject matter of this Power of Attorney.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of July 14, 2022.
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/s/
Hao (Peter) Liu |
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Signature |
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Hao
(Peter) Liu |
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Print
Name |
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