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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): April 15, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 15, 2025, following the approval of the compensation committee of the board of directors (the “Board”) of Sonim Technologies, Inc. (the “Company”), the Company and Clay Crolius, the Company’s Chief Financial Officer, entered into that certain first amendment to employment agreement (the “First Amendment to Employment Agreement”), amending the amended and restated letter agreement previously entered into by the Company and Mr. Crolius, dated as of December 8, 2023 (the “CFO Employment Agreement”). The terms of the CFO Employment Agreement were amended as follows:

 

(i)the definition of “Change in Control” was revised to include the following events: (a) the removal of a majority of the Board at any point during a period of two (2) consecutive years and (b) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition of all or substantially all of the Company’s assets; and
   
(ii)the severance provision of the CFO Employment Agreement was amended to: (a) extend the protection period to twelve (12) months following a Change in Control, (b) add a “triggering event” defined to include: (i) a termination of Mr. Crolius’s employment by the Company other than for death, disability or “cause” or (ii) a termination of employment by Mr. Crolius following a reduction in position, pay or other constructive termination events, and (c) to increase the severance benefits payable to Mr. Crolius by adding a guaranteed pro-rated bonus of not less than 20% of Mr. Crolius’s annual salary.

 

The foregoing description of the First Amendment to Employment Agreement is qualified in its entirety by reference to the full text of the First Amendment to Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
     
10.1   First amendment to employment agreement, dated as of April 15, 2025, by and between Sonim Technologies, Inc. and Clay Crolius
     
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: April 16, 2025 By: /s/ Clay Crolius               
  Name: Clay Crolius
  Title: Chief Financial Officer