SONM Sonim Technologies Inc

 

 

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): January 22, 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 8.01. Other Events.

 

On January 22, 2025, Sonim Technologies, Inc. (the “Company”) issued a press release announcing matters including the recent formation of a special committee comprised solely of independent directors (the “Special Committee”) to evaluate all strategic alternatives in response to the Schedule 13D/A filed by AJP Holding Company, LLC on January 17, 2025. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release
104		Cover Page Interactive Data file (embedded within the Inline XBRL document)

 

 

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: January 23, 2025	By:	/s/ Clay Crolius
	Name:	Clay Crolius
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Sonim Technologies Announces Inbound Strategic Interest, Forms Special Committee and Engages Roth Capital Partners to Evaluate Strategic Alternatives

 

SAN DIEGO, Calif. – January 22, 2025 – Sonim Technologies (Nasdaq: SONM), a leading provider of 5G mobility solutions, today announced the formation of a special committee comprised solely of independent directors (the “Special Committee”) to explore and evaluate strategic alternatives to enhance stockholder value following the Schedule 13D/A filed by AJP Holding Company, LLC with the Securities and Exchange Commission on January 17, 2025.

 

The Special Committee will be chaired by Mr. Mike Mulica and will be comprised of Mr. Mulica and Mr. James Cassano.

 

Sonim welcomes open, constructive communications with all stockholders and encourages input that advances our shared goal of enhancing stockholder value.

 

Consistent with its fiduciary duties and in consultation with its advisors, including Roth Capital Partners, the Special Committee will carefully consider and evaluate strategic alternatives received from several parties including, but not limited to, Orbic North America LLC, to determine the course of action that it believes is in the best interests of Sonim and its stockholders.

 

During this process, the Special Committee may receive and evaluate business combinations, including mergers or acquisitions, as well as, other strategic transactions, such as a sale of the company or a significant portion of its assets, to enhance stockholder value.

 

Sonim remains focused on providing clients with world-class 5G mobility solutions.

 

Sonim cautions that there can be no assurance that the Special Committee’s review will result in any particular transaction being approved or consummated. Sonim does not intend to comment further on this matter unless and until the Special Committee approves a course of action for which further disclosure is appropriate or required.

 

About Sonim Technologies

 

Sonim Technologies is a leading U.S. provider of ultra-rugged and 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.

 

 

Forward-Looking Statements

 

This release 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 potential outcomes of the evaluation of the strategic alternatives by the Special Committee. These forward-looking statements are based on Sonim’s current expectations, estimates and projections about its business and industry, management’s beliefs, 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,” “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 availability of cash on hand; potential material delays in realizing projected timelines for Sonim’s products; the current interest and potential attempt of hostile takeover from a third party may divert the management attention from Sonim’s business and may require significant expenses, Sonim’s material dependence on its relationship with a small number of customers who account for a significant portion of Sonim’s revenue; risks related to Sonim’s ability to comply with the continued listing standards of the Nasdaq Stock Market and the potential delisting of Sonim’s common stock; Sonim’s ability to continue to develop solutions to address user needs effectively, including its next-generation products; Sonim’s reliance on third-party contract manufacturers and partners; Sonim’s ability to stay ahead of the competition; Sonim’s ongoing transformation of its business; the variation of Sonim’s quarterly results; the lengthy customization and certification processes for Sonim’s wireless carries customers; various economic, political, environmental, social, and market events beyond Sonim’s control, as well as the other risk factors 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.

 

Media Contact:

 

Anette Gaven

Anette.Gaven@sonimtech.com

1-619-993-3058

 

 

 

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Cover	Jan. 22, 2025
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Entity File Number	001-38907
Entity Registrant Name	Sonim Technologies, Inc.
Entity Central Index Key	0001178697
Entity Tax Identification Number	94-3336783
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4445 Eastgate Mall
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SONM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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