As filed with the Securities and Exchange Commission on July 2, 2020
Registration Statement No. 333- December 1, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SONIM TECHNOLOGIES, INC.
Sonim Technologies, Inc.
(Exact name of Registrantregistrant as Specifiedspecified in its Charter)charter)
| Delaware | 94-3336783 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
6836 Bee Cave Road4445 Eastgate Mall, Suite 200
Building 1, Suite 279San Diego, CA 92121
Austin, TX
Telephone: (650) 378-8100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Thomas W. WilkinsonPeter Liu
Chief Executive Officer
Sonim Technologies, Inc.4445 Eastgate Mall, Suite 200
6836 Bee Cave RoadSan Diego, CA 92121
Building 100, Suite 279
Austin, Texas 787
Telephone: (650) 378-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jon GavenmanWilliam N. Haddad, Esq.
CooleyKirill Y. Nikonov, Esq.
Venable LLP
3175 Hanover151 W. 42nd Street, 49th Floor
Palo Alto, California 94304New York, NY 10036
(650)843-5000Telephone: (212) 307-5500
From time to time after the effective date of this Registration Statement.
(Approximate date of commencement of proposed sale to the public)public: From time to time after this registration statement is declared effective.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box.box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non- accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, par value $0.001 per share | 8,226,834 | $0.81 | $6,663,735.54 | $864.95 | ||||
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The registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 as amended, or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed.change. The selling stockholders may not sell these securities pursuant to this registration statement until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 2, 2020DECEMBER 1, 2023
PRELIMINARY PROSPECTUS
8,226,834 shares
Sonim Technologies, Inc.
20,833,333 Shares of Common Stock
This prospectus coversrelates to the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 8,226,83420,833,333 shares of our common stock.stock, par value of $0.001 per share, (the “Resale Shares”) by the selling stockholders named in this prospectus and their permitted transferees (the “Selling Stockholders”). For information about the Selling Stockholders, see the section titled “Selling Stockholders.”
We are registering the offer and sale of the Resale Shares originally issued in a private placement pursuant to a registration rights agreement, which we entered with AJP Holding Company, LLC, a Delaware limited liability company (“AJP”) on July 13, 2022 (the “Registration Rights Agreement”). The Registration Rights Agreement was contemplated by that certain subscription agreement between us and AJP entered on April 14, 2022 (the “Subscription Agreement”). Pursuant to the Subscription Agreement, we issued and sold the Resale Shares at the purchase price of $0.84 per share of our common stock (based on an aggregate of 20,833,333 shares of our common stock for an aggregate purchase price of $17,500,000). We issued the Resale Shares in reliance upon the exemption from the registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder.
We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of the Resale Shares by the Selling Stockholders, pursuant to this prospectus. For information, see the section titled “Use of Proceeds.”
Approximately 98% of the shares of our common stock being offered for resale pursuant to this prospectus are beneficially owned by our affiliates or entities controlled by our affiliates:
| (i) | AJP, the entity controlled by our director, Mr. Jeffrey Wang (who was initially appointed as our director immediately following the first closing under the Subscription Agreement), who beneficially owns approximately 45.3% of our common stock as of the date of this prospectus and | |
| (ii) | Peter Liu, our Chief Executive Officer and director (who was initially appointed as our CEO pursuant to the terms of the Subscription Agreement), who beneficially owns approximately 6.4% of our common stock as of the date of this prospectus. |
The Resale Shares represent approximately 48.4% of the outstanding shares of our common stock as of November 28, 2023, and approximately 99% of our public float. Given the substantial number of shares of our common stock being registered for potential resale by the Selling Stockholders pursuant to this prospectus, the sale of shares by the selling stockholders. We are payingSelling Stockholders, or the costperception in the market that the holders of registeringa large number of shares intend to sell shares, could increase the shares coveredvolatility of the market price of our common stock or result in a significant decline in the public trading price of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. For more information, see the risk factor titled “Sales of our common stock registered for resale by the Selling Stockholders pursuant to this prospectus as well as various related expenses. Each selling stockholder is responsibleor the perception of such sales in the public market or otherwise could cause the market price for all of its respective selling commissions, transfer taxes and other costs relatedour common stock to decline” on page 7.
The Selling Stockholders identified in this prospectus may offer the offer and sale of the shares covered by this prospectus.
Sales of the shares by the selling stockholders may occurResale Shares from time to time through public or private transactions at fixed prices, at prevailing market prices prevailing at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholdersregistration of the Resale Shares on behalf of the Selling Stockholders, however, does not necessarily mean that the Selling Stockholders will offer or sell their Resale Shares under this registration statement at any time in the near future or at all. We cannot predict when, or in what amounts, the Selling Stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasersany of the shares, or both. If required, the number of shares to be sold, the public offering price of those shares, the namesResale Shares. The timing and amount of any underwriters, broker-dealers or agentssale of the Resale Shares is within the sole discretion of the Selling Stockholders. We will pay all expenses of registering the Resale Shares, including legal and any applicable commission or discountaccounting fees. All selling and other expenses incurred by the Selling Stockholders will be included in a supplement to this prospectus, called a prospectus supplement.borne by the Selling Stockholders. For additional information on the possible methods of sale that may be used by the Selling Stockholders, see the section titled “Plan of Distribution.”
Our common stock is listed on The Nasdaq Global Market under the symbol “SONM.” On June 29, 2020, the last reported sale price of our common stock was $0.80 per share.
Investing in our common stock involves a high degree of risk. Before making an investment decision, please readYou should carefully consider the information under “Risk Factorsrisk factors” beginning on page 47 of this prospectus and under similar headings in our Annual Report on Form10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form10-Q for the quarterly period ended March 31, 2020, which have been filed with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this prospectus and in the other documents that are filed after the date hereof and incorporated by reference into this prospectus before purchasing any of the Resale Shares offered by this prospectus.
Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”), under the symbol “SONM.” The last reported sale price of our common stock on Nasdaq on November 30, 2023, was $0.71 per share.
We have received a deficiency letter from Nasdaq that we are not in compliance with Nasdaq’s minimum bid price requirement of at least $1.00 per share. To maintain listing on the Nasdaq, we must demonstrate compliance with the Nasdaq minimum bid price requirement by or before March 12, 2024 (subject to a second 180 calendar day period to regain compliance that may be granted by Nasdaq), or our common stock will become subject to delisting. For more information, see the risk factor titled “We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result, our common stock may become delisted, which could have a material adverse effect on the trading, liquidity, and market price of our common stock” on page 22 of our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company” and a “smaller reporting company” as defined underin Section 2(a) of the U.S. federal securities lawsSecurities Act and as such, may electare subject to comply with certain reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 20202023.
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This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), that we filed with the Securities and Exchange Commission (the “SEC”), using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may offer and sell the shares of our common stock described in this prospectus in one or more offerings. Any accompanying prospectus supplement or any related free writing prospectus may also add, update, or change information contained in this prospectus or in any documents incorporated by reference into this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement. You should read this prospectus, any applicableaccompanying prospectus supplement, and any related free writing prospectus, together with the documentsinformation incorporated herein by reference in this prospectus before making an investment decision. You should also read and consideras described under the information in the documents to which we have referred you in the sections of this prospectus entitled “Whereheadings “Where You Can Find More Information”Information” and “Incorporation of Certain Information“Incorporation by Reference.Reference” before investing in the common stock offered hereby.
You should rely only on the information contained in or incorporated by reference ininto this prospectus, (as supplemented or amended). Weany accompanying prospectus supplement, and any applicable free writing prospectus. Neither we nor the selling stockholderSelling Stockholders have not authorized anyone to provide you with different information. This prospectusWe and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may be used only in jurisdictions where offers and salesgive you. Neither we nor the Selling Stockholders are making an offer of these securities arein any jurisdiction where the offer is not permitted. TheYou should not assume that the information contained in this prospectus, as well asany prospectus supplement, any applicable free writing prospectus, or the information filed previously with the SEC, anddocuments incorporated by reference, in this prospectus, is accurate only as of any date other than the datedates of the document containing the information,those documents regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sale of our common stock.
Unless otherwise stated, all references inthe Resale Shares. Since the respective dates of this prospectus to “we,” “us,” “our,” “Sonim,”and the “Company” and similar designations refer to Sonim Technologies, Inc. and its subsidiaries on a consolidated basis. This prospectus contains trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to indocuments incorporated by reference into this prospectus, our business, financial condition, results of operations, and prospects may appear withouthave changed.
For investors outside the ®United States, neither we nor the Selling Stockholders have done anything that would permit this offering, or TM symbols.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Thispossession or distribution of this prospectus, andany prospectus supplement or free writing prospectus, in any jurisdiction where action for that purpose is required other than in the United States. Persons outside the United States who come into possession of this prospectus, any applicable prospectus supplement, or free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Resale Shares and the distribution of this prospectus outside of the United States.
Unless otherwise stated or the context requires otherwise, when we refer to “Sonim,” “we,” “our,” “us,” and the “Company” in this prospectus, we mean Sonim Technologies, Inc., and its consolidated subsidiaries. When we refer to “you,” we mean the potential holders of the applicable series of securities.
All references to “this prospectus” refer to this prospectus and any applicable prospectus supplement, including the documents that we incorporateincorporated by reference herein and therein, unless the context otherwise requires.
Solely for convenience, tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these tradenames.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaningforward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of Section 27A of the Securities Act of 1933, as amended,historical facts, included in this prospectus or the Securities Act,documents incorporated herein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, and Section 21Eobjectives of the Securities Exchange Act of 1934, as amended,management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would,” “could,” “should,” “potential,” “seek,” “evaluate,” “pursue,” “continue,” “design,” “impact,” “affect,” “forecast,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the Exchange Act. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements bynegative of such terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions are intended to identify forward-looking statements. These statements, reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. As such, our actual results may differ significantly from those expressed in anyalthough not all forward-looking statements. Givenstatements contain these uncertainties, you should not place undue reliance on these forward-looking statements.
We discuss many of these risks in greater detail under “Risk Factors”identifying words. Those statements appear in this prospectus, any accompanying prospectus supplement, and the documents incorporated herein and therein by reference, particularly in the “Business”sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sectionsand include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. The forward-looking statements in this prospectus and the documents incorporated herein by reference may include but are not limited to the statements about:
| ● | our business strategy and objectives; | |
| ● | our future financial performance and results of operations; | |
| ● | our expansion into new market segments and the development of our new segment of products; | |
| ● | our assessment of the market opportunities and our abilities to capitalize on such market opportunities; | |
| ● | our assessments of the impact of various events on our financial condition and results of operations; | |
| ● | our ability to regain compliance with the listing requirements of Nasdaq; | |
| ● | the performance of third parties upon which we depend, including manufacturers; | |
| ● | the volatility of capital markets and other macroeconomic factors, including inflationary pressures, banking instability issues, geopolitical tensions, or the outbreak of hostilities or war; | |
| ● | our expectations regarding the continuing effects of the COVID-19 pandemic on our business; and | |
| ● | expectations regarding the period during which we will qualify as a “smaller reporting company” or “emerging growth company.” |
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the following:
| ● | we have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result, our common stock may become delisted, which could have a material adverse effect on the trading, liquidity, and market price of our common stock; | |
| ● | our entry into the data device sector could divert our management team’s attention from existing products, cause delays in launching our new products, or otherwise have a significant adverse impact on our business, operating results, and financial condition; | |
| ● | there is substantial doubt about our ability to continue as a going concern and we may not be able to improve our liquidity or financial position; |
| ● | sales of our common stock registered for resale by the Selling Stockholders pursuant to this prospectus or the perception of such sales in the public market or otherwise could cause the market price for our common stock to decline; | |
| ● | historically, our liquidity was adversely impacted by our ongoing net losses, including as a result of declines in the sales of our legacy products while our next-generation products are still under development; | |
| ● | we have not been profitable in recent years and may not achieve or maintain profitability in the future; | |
| ● | we rely on our channel partners to generate a substantial majority of our revenues; | |
| ● | we continue to restructure and transform our business and we may fail to achieve the expected benefits from these transformation efforts. We may also have to restructure or transform our business again in the future; | |
| ● | a small number of customers account for a significant portion of our revenue; | |
| ● | we are materially dependent on some customer relationships that are characterized by non-binding product award letters and the loss of such relationships could harm our business and operating results; | |
| ● | our quarterly results may vary significantly from period to period; | |
| ● | we rely primarily on third-party contract manufacturers and partners; | |
| ● | if our products contain defects or errors, we could incur significant unexpected expenses, experience product returns, and lost sales, experience product recalls, suffer damage to our brand and reputation, and be subject to product liability or other claims; | |
| ● | we are required to undergo a lengthy customization and certification process for each wireless carrier customer; | |
| ● | we may not be able to continue to develop solutions to address user needs effectively in an industry characterized by ongoing change and rapid technological advances; | |
| ● | our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales; | |
| ● | we are dependent on the continued services and performance of a concentrated group of senior management and other key personnel; | |
| ● | we face risks related to events beyond our control, including macroeconomic uncertainty, inflation, recession, and the COVID-19 pandemic; | |
| ● | changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business; | |
| ● | if we are unable to successfully protect our intellectual property, our competitive position may be harmed; | |
| ● | others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products; | |
| ● | we have identified one material weakness in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements; | |
| ● | the financial and operational projections that we may provide from time to time are subject to inherent risks; and | |
| ● | other risks described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and documents we have filed with the SEC thereafter. |
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein may not occur and actual results could differ materially and adversely from our most recent Annual Report on Form10-K andthose anticipated or implied in our Quarterly Reports on Form10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form10-K, as well as any amendments thereto reflected in subsequent filings with the SEC.
Also, theseBecause forward-looking statements represent our estimatesare inherently subject to risks and assumptions only asuncertainties, some of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to updatewhich cannot be predicted or revise any forward-looking statements to reflect new information or future events or developments. Thus,quantified, you should not assume that our silence over time means thatrely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual events are bearing out as expressed or impliedresults could differ materially from those projected in suchthe forward-looking statements. You should read this prospectus any applicable prospectus supplement, together withand the documents that we have filed with the SEC that are incorporatedincorporate by reference and any free writing prospectus we have authorized for use in connection with this offering,herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of theExcept as required by applicable law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, any prospectus supplement, and the other documents we have filed with the SEC that are incorporated herein by reference to conform such statements to actual results or to changes in the foregoing documents by these cautionary statements.our expectations.
This summary highlights certain informationdescription about us this offering and our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus. This summary is not complete andIt does not contain all of the information that you should consider before making an investment decision. For a more complete understanding ofinvesting in our company, yousecurities. You should carefully read and consider carefully the more detailed information included or incorporated by reference in thisentire prospectus, and any applicable prospectus supplement, and any related free writing prospectus, including the factors describedrisks of investing in our common stock discussed under the heading “Risk Factors” beginning on page 4 of“Risk Factors” contained in this prospectus, as well asany applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference frominto this prospectus, including our most recent Annual Report onForm 10-Kfinancial statements, and our most recent Quarterly Report onthe exhibits to the registration statement of which this prospectus forms a part.
Form 10-Q, before making an investment decision.
Overview
We are
Sonim Technologies, Inc. is a leading U.S.U.S.-based provider of ultra-rugged mobile phonesdevices and accessories designed specifically for task workers physically engaged in their work environments, often in mission-critical roles. We currently sell
Historically, we were focused on handsets and accessories in the enterprise and government sectors. However, we believe there is a greater market need for additional devices in both the consumer and data device spaces that could benefit from a more durable feature set that is embedded in the Company’s DNA. In 2022, we introduced a tablet line that has generated a significant portion of our ruggedizedrevenue since its introduction. The tablet was designed with a large screen that allows customers to easily access and process IoT data. This was the beginning of the diversification of our portfolio, and the process is ongoing.
As part of our expansion efforts, the Company will be introducing our Connected Solutions division which will begin launching products in 2024 in the U.S., Canada and Asia/Pacific. Connected Solutions will primarily consist of mobile hotspots, fixed wireless, and USB dongle devices. In addition to this, the Company will be launching a line of consumer durable products to address consumers who need more protection in their devices without sacrificing key design elements and maintaining an attractive price point.
Revenues are primarily generated from sales of our mobile phones and industrial-grade accessories, predominantly to several of the largest wireless carriers in the United States— includingStates and Canada. We currently have products available at all 3 U.S. Tier 1 carriers – AT&T, Sprint (now part ofT-Mobile, and referred to collectively as Sprint) and Verizon—Verizon as well as the three largest wireless3 primary carriers in Canada—Canada – Bell, RogersTelus, and Telus Mobility. Our phones and accessories connect workersRogers. These carriers then resell our products, along with voice, data and workflow applications innetwork services, to end customers focusing on two primary end markets: industrial enterprise and public sector. We also sell our tablets to a customer who rebrands them for sale in the U.S.
Task workers
Given our primary sales channels in these end marketsthe U.S. and Canada consist of large wireless carriers, our customer base is somewhat concentrated. For instance, for the quarter ended September 30, 2023, large wireless carriers contributed 39% of our revenues, with our top three carrier customers accounting for 36%. Our tablet customer represents 50% of our revenue. During this period, smartphones constituted 30% of our revenues, feature phones 18%, and tablets 50%. We anticipate tablet sales will continue through 2024.
While we continue to design ultra-rugged phones and accessories, we are broadening our product range to appeal to a more diverse audience. Our core value proposition, which has earned us a loyal following, remains the foundation of our expanded offerings, including rugged durable phones and wireless data devices. These new products will not only expand our portfolio of products but will allow the Company to diversify our customer base into new markets. New product launches will begin in 2024 and continue over the next few years.
Our key value proposition in the market is to incorporate specific elements of our rugged roots into our new products with added durability without sacrificing attractive design and value pricing. We believe this is an underserved market opportunity in the consumer space. Our expertise in carrier mobility leads us to a natural extension into data devices, where we can leverage our technical expertise as well as our streamlined organization to bring better quality, better specs, and low cost to the marketplace.
To ensure quality, cost-effectiveness, and reliability in our supply chain, we directly manage the procurement of certain final assembly materials for our products, including memory and LCDs. To optimize costs and operational efficiency, we’ve largely outsourced manufacturing functions, software development, and quality control to third parties. Our ongoing commitment at Sonim is to maintain the exceptional durability and reliability our brand is known for, while developing differentiated products that attract and retain a broader customer base.
Implications of Being an Emerging Growth Company
We are an “emerging growth company” under applicable federal securities laws and therefore permitted to comply with certain reduced public company reporting requirements. We have historically beenelected to take advantage of certain of the scaled disclosure available for emerging growth companies in this prospectus as well as our filings under the Exchange Act of 1934 (the “Exchange Act”) including, but not limited to, pennot being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and paperfinancial statements in our periodic reports and single-purpose electronic devices, such as barcode scanners, location-tracking devicesproxy statements, and sensors, to accomplish specific tasks. These single-purpose devices have historically run on proprietary networks, such as Land Mobile Radio (LMR) networks that enablePush-to-Talk (PTT) services for voice communications. We provide Android-based devices that consolidate and integrate multiple functions into a single ruggedized solution running on commercial wireless networks at a total cost of ownership that we believe is significantly lower with improved productivity and safety of task workers.
Our solutions consist primarily of ultra-rugged mobile phones based on the Android platform which are capable of attaching to both public and private wireless networks, industrial-grade accessories that meetexemptions from the requirements of specific applications,holding a nonbinding advisory vote to approve executive compensation and software applications and cloud-based tools that provide management and deployment services to our customers. End customersstockholder approval of any golden parachute payments not previously approved. We will take advantage of these reporting exemptions until we are no longer an “emerging growth company.”
We will remain an emerging growth company until the earliest of:
(1) the last day of our solutions include construction, energy and utility, hospitality, logistics, manufacturing, public sector and transportation entities that primarily purchase our devices and accessories through their wireless carriers. The key attributesfiscal year in which we have total annual gross revenue of $1.235 billion;
(2) December 31, 2024 (the last day of our solutionsfiscal year following the fifth anniversary of the date on which Sonim consummated its initial public offering);
(3) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period; or
(4) the last day of the fiscal year in which we are specifically tailored fordeemed to be a “large accelerated filer,” which means the needsmarket value of our end users, including impact resistance, waterproof and dustproof construction, extended battery life and extra loud audio, supportedcommon stock that is held by a three-year comprehensive warranty. Allnon-affiliates exceeds $700 million as of the last business day of our devices run on the Android operating system, providingmost recently completed second fiscal quarter.
Even after we are no longer an “emerging growth company,” we may remain a familiar and intuitive user interface, and our smartphones have access to a library of millions of applications available through the Google Play Store. We have also implemented dozens of application programming interfaces, or APIs, specific to our mobile phones and have partnered with third-party application developers to create a purpose-built experience for our end users using these applications on our mobile phones.“smaller reporting company.”
Corporate Information
We were incorporated under the laws of the Statestate of Delaware on August 5, 1999 as NaviSpin.com, Inc. In December 2001, we changed our name to Sonim Technologies, Inc.1999. Our principal executive offices are located at 6836 Bee Cave Road Building 1,4445 Eastgate Mall, Suite 279, Austin, Texas 78746. Our200, San Diego, CA 92121, and our telephone number is (650)378-8100. Our website address is www.sonimtech.com. We have included our website address in this prospectus solely as an inactive textual reference. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus, or in deciding whether to purchase our securities.
Conversion of Indebtedness Under B. Riley Convertible Note
In October 2017, we entered into a subordinated term loan and security agreement, or the Loan Agreement, with B. Riley Principal Investments, LLC pursuant to which we borrowed $10.0 million in principal secured subordinated indebtedness pursuant to the B. Riley Convertible Note. In March 2018, we amended the Loan Agreement to increase the available aggregate principal borrowings to $12.0 million and borrowed an additional $2.0 million in principal secured subordinated indebtedness pursuant to the B. Riley Convertible Note, as amended. In July 2019, we prepaid $3.25 million in principal and interest under the B. Riley Convertible Note.
On June 1, 2020, we entered into a Note Amendment and Debt Cancellation Agreement with B. Riley Principal Investments, LLC, or the Note Amendment, which provided that, contingent upon the closing of the underwritten public offering pursuant to a registration statement FormS-1 (FileNo. 333-238869), that certain principal amount, accrued interest and other amounts outstanding under the B. Riley Convertible Note would convert into shares of common stock to be issued to B. Riley Principal Investments, LLC or its affiliates at the public offering price of shares of our common stock in the offering.
Pursuant to the Note Amendment, as amended to date, $6,170,125.51 of principal amount, accrued interest and other amounts outstanding under the B. Riley Convertible Note converted into an aggregate of 8,226,834 shares of the Company’s common stock issued to the selling stockholders, or the “Conversion Shares”. Also on June 11, 2020, we entered into a registration rights agreement with the selling stockholders pursuant to which we agreed to file a registration statement covering the resale by the selling stockholders of the Conversion Shares and to use our best efforts to cause such registration statement to become effective upon the time frames set forth in the registration rights agreement.
The registration statement of which this prospectus is a part relates to the offer and resale of the Conversion Shares.
Common Stock to be Offered: | 20,833,333 shares of our common stock |
Terms of the |
| Use of | We will not receive any proceeds from the sale of Resale Shares covered by this prospectus. |
| Listing and Symbols: | Our common stock is listed on Nasdaq under the |
| Risk Factors: | Investing in our securities involves substantial risks. You should read the “Risk Factors” section of this prospectus and similarly titled sections in the documents incorporated by |
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The selling stockholders named in this prospectus may offer and sell up to 8,226,834 shares of our common stock. Our common stock is currently listed on the Nasdaq Global Market under the symbol “SONM.” Shares of common stock that may be offered under this prospectus will be fully paid andnon-assessable. We will not receive any of the proceeds of sales by the selling stockholders of any of the shares covered by this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and resale, we are referring to the Conversion Shares issued to the selling stockholders as described above. When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, their respective permitted transferees or othersuccessors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.
Investing
An investment in our common stocksecurities involves a high degree of risk. Before making an investment decision,you decide to invest in our securities, you should carefully consider the risks described indiscussed under the sectionssection entitled “Risk Factors” contained in our most recent Annual Report on Form10-K for the year ended December 31, 2022 and our subsequent Quarterly Reports, on form10-Q, as filedtogether with other information in this prospectus, the SEC, which areinformation and documents incorporated herein by reference herein, and in their entirety, as well any amendment or updates tofree writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occur, our risk factors reflected in subsequent filings with the SEC, including any applicable prospectus supplement. Our business, financial condition, results of operations, or prospectscash flow could be materially adversely affected by any of these risks. Theseriously harmed. This could cause the trading price of our securities couldcommon stock to decline, due to anyresulting in a loss of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the section entitled “Where You Can Find More Information.” Please also read carefully the section entitled “Specialabove titled “Cautionary Note Regarding Forward-Looking Statements.Statements.”
We will not receive anyRisks Related to this Offering
Sales of the proceeds from the sale or other disposition of the shares heldour common stock registered for resale by the selling stockholdersSelling Stockholders pursuant to this prospectus. We will bearprospectus or theout-of-pocket costs, expenses and fees incurred perception of such sales in connection with the registrationpublic market or otherwise could cause the market price for our common stock to decline.
The sale of the shares to be sold by the selling stockholders, including registration, listing fees, printers and accounting fees, and fees and disbursements of counsel, or collectively, the Registration Expenses. Other than Registration Expenses, the selling stockholder will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect to sales of shares.
We are registering the resale of 8,226,834 shares of our common stock issued toin the selling stockholders identified below upon conversion of certain indebtedness under the B. Riley Convertible Note, to permit the selling stockholders,public market or their permitted transferees or othersuccessors-in-interest that may be identified in a supplementotherwise, including sales pursuant to this prospectus, or the perception that such sales could occur, could reduce the prevailing market price of shares of our common stock and increase the volatility of our share price. These sales, or the possibility that these sales may occur, also might make it more difficult for us:
| (i) | to sell equity securities in the future at a time and at a price that we deem appropriate; and | |
| (ii) | to comply with the Nasdaq listing standards with regard to the minimum bid price of our common stock. |
Resales of our common stock may cause the market price of our securities to drop significantly, even if required, a post-effective amendmentour business is doing well.
The shares of common stock being offered for resale pursuant to this prospectus by the Selling Stockholders represent approximately 48.4% of the outstanding shares of common stock as of November 28, 2023 and approximately 99% of our public float. After the registration statement, of which this prospectus is a part, to resell or otherwise disposeis effective and until such time that it is no longer effective, the registration statement registering the Resale Shares will permit the resale of these shares. As such, sales of a substantial number of shares of our common stock in the manner contemplatedpublic market could occur at any time.
Risks Related to Our Securities
We may become a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. If we rely on these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
Jefferey Wang, a member of our board of directors and the sole manager of AJP, beneficially owns approximately 45.3% of the issued and outstanding shares of our common stock as of November 28, 2023. Although the sale of shares of our common stock pursuant to this prospectus may decrease the beneficial ownership of Mr. Wang, in the event of purchasing more shares of our common stock Mr. Wang may control a majority of the voting power, and we may then be a “controlled company” within the meaning of applicable rules of the Nasdaq at the time of conversion. Under these rules, a company is a “controlled company” if more than 50% of the voting power for the election of directors is held by an individual, group, or another company, and such company may elect not to comply with certain corporate governance requirements, including the requirements that the company have: (i) a majority of its board of directors comprised of independent directors; (ii) a nominating and corporate governance committee comprised solely of independent directors; (iii) a compensation committee comprised solely of independent directors; and (iv) an annual performance evaluation of the nominating and corporate governance and compensation committees.
Though we currently neither anticipate becoming a “controlled company,” nor taking advantage of any “controlled company” exemptions even if deemed to be a “controlled company,” if we were to be deemed to be a “controlled company” and were to elect to be exempt from some or all of these corporate governance requirements, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders.
The Selling Stockholders will receive all of the net proceeds from the sale of the Resale Shares under this prospectus. The Selling Stockholders will pay any underwriting, broker-dealer or agent discounts, concessions and commissions, and expenses incurred by the Selling Stockholders for accounting, tax, and legal services and any other expenses incurred by the Selling Stockholders in disposing of the Resale Shares, unless otherwise agreed to by us. We will be responsible for the reasonable and documents fees and expenses of one firm of attorneys retained by the Selling Stockholders in connection with the sale of the Resale Shares and shall bear all other costs, fees, and expenses incurred in effecting the registration of the Resale Shares covered by this prospectus.
The Resale Shares being offered by the Selling Stockholders were issued and sold pursuant to the Subscription Agreement. For additional information regarding the issuance of the Resale Shares, see the section entitled “Plan of Distribution”titled “Certain Relationship with Selling Stockholders” below. We are registering the Resale Shares in this prospectus (as may be supplemented and amended).
The selling stockholders may sell some, all or none oforder to permit the shares. We do not know how long the selling stockholders will holdSelling Stockholders to offer the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offeredfor resale from time to timetime.
The table below lists the Selling Stockholders, describes their relationship to Sonim, and provides other information regarding the beneficial ownership of the shares of our common stock held by each of the selling stockholders. As a result, we cannot estimateSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each of the selling stockholdersSelling Stockholders. The third column lists the shares of our common stock being offered by this prospectus by the Selling Stockholders. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.
The Selling Stockholders may sell all, some, or none of their shares in this offering. For more information, see the section titled “Plan of Distribution.”
The number of shares and percentages of beneficial ownership set forth below are based on 43,067,433 shares of our common stock outstanding as of November 28, 2023. Beneficial ownership is determined under the SEC rules and regulations and generally includes voting or investment power over securities. We have prepared the table based on information given to us by, or on behalf of, the Selling Stockholders. Information concerning the Selling Stockholders may change from time to time. We cannot advise you as to whether the Selling Stockholders will beneficially ownin fact sell any or all of the securities being offered hereunder. In addition, the Selling Stockholders may sell, transfer, or otherwise dispose of, at any time and from time to time, the securities in transactions exempt from the registration requirements of the Securities Act after terminationthe date of sales under this prospectus. In addition, since the selling stockholdersdate on which the Selling Stockholders provided this information to us, such Selling Stockholders may have sold, transferred, or otherwise disposed of all or a portion of the shares since the date on which it provided information for this table.
Beneficial ownership is determined in accordance with the rulesoffered securities. The address of the SEC and includesSelling Stockholders is 4445 Eastgate Mall, Suite 200, San Diego, CA 92121, Attn.: Selling Stockholders.
| Number of shares of Common Stock Beneficially Owned Prior to Offering | Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | Number of shares of Common Stock Owned After Offering | ||||||||||||||||||
| Name of Selling Stockholder | Shares | % | Shares | % | ||||||||||||||||
| AJP Holding Company, LLC | 19,463,452 | 45.19 | % | 19,463,452 | — | — | ||||||||||||||
| Peter Liu | 2,057,831 | (1) | 6.44 | % | 952,381 | 1,871,861 | 4.27 | % | ||||||||||||
| Perfect Go Development Corporation | 208,750 | * | 208,750 | — | — | |||||||||||||||
| Jin Shi | 208,750 | * | 208,750 | — | — | |||||||||||||||
| * | Represents beneficial ownership or voting |
| (1) | Includes options to purchase 766,411 shares of common stock exercisable within 60 days of November 28, 2023. |
Certain Relationship with respectSelling Stockholders
Subscription Agreement
On April 13, 2022, we entered into the Subscription Agreement with AJP, pursuant to our common stock. Generally, a person “beneficially owns”which AJP agreed to purchase an aggregate of 20,833,333 shares of our common stock iffor an aggregate purchase price of $17,500,000 (or $0.84 per share). In accordance with the person has orSubscription Agreement, Peter Liu, who then served as our Executive VP for Global Operations and Engineering, was appointed as our Chief Executive Officer. The Subscription Agreement additionally provided for the purchase of a certain portion of the shares with othersissuable thereunder by Mr. Liu rather than the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days.
The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes the sale of all shares being offered by the selling stockholders under this prospectus. The percentage of shares owned prior to and after the offering is based on 65,923,526 shares of common stock outstanding as of June 26, 2020. This information has been obtained from the selling stockholder.
| Before Offering | After Offering | |||||||||||||||||||
Name and Address of Selling Stockholder | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | Number of Shares Offered | Number of Shares Beneficially Owned(1) | Percentage of Shares Beneficially Owned(1) | |||||||||||||||
B. Riley Principal Investments, LLC (1)(2) | 3,560,167 | 5.4 | % | 3,560,167 | 0 | 0.0 | % | |||||||||||||
BRC Partners Opportunity Fund, LP (1)(3) | 7,120,325 | 10.8 | % | 4,666,667 | 2,453,658 | 3.72 | % | |||||||||||||
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Relationship with Selling Stockholders
In October 2017, we entered into a subordinated term loan and security agreement, or the Loan Agreement, with B. Riley Principal Investments, LLC pursuant to which we borrowed $10.0 million in principal secured subordinated indebtedness pursuant to the B. Riley Convertible Note. In March 2018, we amended the Loan Agreement to increase the available aggregate principal borrowings to $12.0 million and borrowed an additional $2.0 million in principal secured subordinated indebtedness pursuant to the B. Riley Convertible Note, as amended. Kenny Young,
Subscription Agreement. Mr. Wang, a member of our board of directors, is the Presidentsole manager and the owner of B. Riley Financial, Inc.,40% of the parent company of B. Riley Principal Investments, LLC and a holder of more than 5% of our common stock, and chief executive officer of B. Riley Principal Investments, LLC. Borrowings under the Loan Agreement bore interest at a fixed rate of 10% per annum, In connection with the Loan Agreement, we granted B. Riley Principal Investments, LLC a subordinated lien on substantially all of our assets, subject to permitted liens. In July 2019, we prepaid $3.25 millionmembership interests in principal and interest under the B. Riley Convertible Note.AJP.
On June 1, 2020,28, 2022, we 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 Sonim and the appointment of new independent directors (who were subsequently re-elected at an annual meeting).
Support Agreements
Following the Special Meeting, on July 13, 2022, the Company and AJP consummated the First Closing, as such term is defined in the Subscription Agreement. In accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and AJP entered into a Note Amendment and Debt Cancellationsupport agreement (the “Purchaser Support Agreement with B. Riley Principal Investments, LLC, or”), whereby the Note Amendment, which provided that, contingent uponAJP agreed, among other things, to vote the closing of the underwritten public offering pursuant to a registration statement FormS-1 (FileNo. 333-238869), we would repay $4 million of the outstanding indebtedness to B. Riley Principal Investments, LLC in cash, or the B. Riley Repayment, and the remaining principal amount, accrued interest and other amounts outstanding under the B. Riley Convertible Note, after giving effect to the B. Riley Repayment, would convert into shares of common stock owned by AJP in favor of the election of certain of our directors, as well as such other matters set forth in the Purchaser Support Agreement. The Purchaser Support Agreement also required, as a condition to be issued to B. Riley Principal Investments, LLC or its affiliates at the public offering price ofAJP transferring any shares of our common stock inowned by AJP, that the offering.
Pursuant to the Note Amendment, as amended to date, we made the B. Riley Repayment on June 9, 2020 and the remaining principal amount, accrued interest and other amounts outstanding under the B. Riley Convertible Note, after giving effect to the B. Riley Repayment, in an amountacquirer of $6,170,125.51, converted into an aggregate of 8,226,834 shares of the Company’s common stock issued to the selling stockholders, or the “Conversion Shares”. Following the B. Riley Repayment and the issuance of the Conversion Shares, the Company has no outstanding indebtedness under the B. Riley Convertible Note. Also on June 11, 2020, we entered into a registration rights agreement with the selling stockholders pursuant to which we agreed to file a registration statement covering the resale by the selling stockholders of the Conversion Shares and to use our best efforts to cause such registration statement to become effective upon the time frames set forth in the registration rights agreement.
In October 2017, we entered into a management services agreement with B. Riley Principal Investments, LLC pursuant to which B. Riley Principal Investments, LLC agreed to provide advisory and consulting services to us for management fees of up to $200,000 per year. We incurred approximately $47,000 and $200,000 of fees under this agreement during the years ended December 31, 2017 and 2018, respectively. The management services agreement terminated at the closing of our initial public offering.
Except as discussed above, neither the selling stockholders nor any persons having control over such selling stockholders have held any position or office with us or our affiliates within the last three years or has had a material relationship with us or any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares of common stock agree to be bound by the terms of the Purchaser Support Agreement.
In accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and Mr. Liu entered into a support agreement (the “Designee Support Agreement”). The terms of the Designee Support Agreement were analogous to the terms of the Purchaser Support Agreement, provided that the Designee Support Agreement extended its requirements solely to 952,381 shares of our common stock issued during the First Closing rather than the entirety of the shares of common stock owned by Mr. Liu.
Both the Purchaser Support Agreement and the Designee Support Agreement were terminated at the Director End Time (as such is term defined in the Subscription Agreement) due to the formal conclusion of a certain investigation relating to the Company by the SEC.
Registration Rights Agreement
In accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and AJP entered into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, we are required (among other things), within 30 days of the Second Closing (as defined in the Subscription Agreement), to file with the SEC a registration statement to register the resale of all registrable securities held by AJP or other securities.
Resales by Selling Stockholders
We are registering the sharesresale of common stock issuedthe Resale Shares on behalf of the Selling Stockholders pursuant to the selling stockholdersterms of the Registration Rights Agreement, which agreement is incorporated herein by reference. The term “Selling Stockholders” also includes persons who obtain the Resale Shares from the Selling Stockholders as a gift, on foreclosure of a pledge, in a distribution or dividend of assets by an entity to permitits equity holders or partners, as an assignee, transferee or other successor-in-interest, or in another private transaction.
Types of Sale Transactions
The Selling Stockholders may offer and sell the resale of these shares of common stock by the selling stockholdersResale Shares, from time to time, afterfollowing the dateeffectiveness of the registration statement to which this prospectus.prospectus is a part. The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each sale. The Resale Shares may be sold at:
| ● | fixed prices; | |
| ● | prevailing market prices at the time of sale; | |
| ● | prices related to such prevailing market prices; | |
| ● | varying prices determined at the time of sale; or | |
| ● | negotiated prices. |
The Selling Stockholders may sell their Resale Shares by one or more of, or a combination of, the following methods to the extent permitted by applicable rules and regulations or additional obligations of the Selling Stockholders due to our corporate governance documents including but not limited to our insider transaction policy:
| ● | disposition on any national securities exchange on which our common stock may be listed at the time of the sale; | |
| ● | disposition in the over-the-counter markets; | |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions of sale to multiple purchasers or to a single purchaser; | |
| ● | short sales; | |
| ● | writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | disposition in one or more underwritten offerings on a best efforts basis or firm commitment basis; |
| ● | broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; | |
| ● | in distributions to members, limited partners or stockholders of Selling Stockholders; | |
| ● | under Rule 144, Rule 144A, or Regulation S under the Securities Act, if available, rather than under this prospectus; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted by applicable law. |
These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.
The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. We do not know of specific arrangements by the Selling Stockholders for the sale of their Resale Shares. The aggregate proceeds to the Selling Stockholders from any sale of the Resale Shares offered by them will be the purchase price of the Resale Shares less discounts or commissions, if any. The Selling Stockholders reserve the right to accept and, together with its respective agents from time to time, to reject, in whole or in part, any proposed purchase of the Resale Shares to be made directly or through agents. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
Each selling stockholder may, from time to time, sell any or all of their shares of common stock covered hereby on The Nasdaq Global Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or privately negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
settlement of short sales, to the extent permitted by law;
in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
a combination of any such methods of sale; orsale.
any other method permitted pursuant to applicable law.
The selling stockholders may also sell the shares of common stock under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholdersSelling Stockholders may arrange for other brokers-dealersbroker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholdersSelling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares,securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus,Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440;2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the shares of common stocksecurities or interests therein, the selling stockholdersSelling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stocksecurities in the course of hedging the positions they assume. The selling stockholdersSelling Stockholders may also sell the shares of common stocksecurities short and deliver these securities to close out their short positions, or to return borrowed shares in connection with such short sales, or loan or pledge the shares of common stocksecurities to broker-dealers that in turn may sell these securities. The selling stockholdersSelling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stocksecurities offered by this prospectus, which sharessecurities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealers or agents that are involved in selling We may suspend the sharessale of common stock may be deemedsecurities by the Selling Stockholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such selling stockholders, broker-dealerssupplemented or agentsamended to include additional material information, and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act andRule 10b-5 under the Exchange Act. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, and the selling stockholders may be entitled to contribution. We may be indemnified by the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, or we may be entitledfile a post-effective amendment to contribution.
We agreed to cause the registration statement of which this prospectus is a part to remain effective untilinclude any material information with respect to the earlier to occurplan of June 9, 2022 or the date on which all of the shares registered hereby are either sold pursuant todistribution not previously disclosed in the registration statement or soldany material change to such information in the registration statement.
The Selling Stockholders also may transfer the securities in other circumstances, in which case the transferees, pledgees, or availableother successors-in-interest will be the selling beneficial owners for purposes of this prospectus. Upon being notified by a Selling Stockholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required and permitted, promptly file a supplement to this prospectus to name specifically such person as a Selling Stockholder. The Selling Stockholders may, from time to time, pledge or grant a security interest in some shares of the securities owned by them and, if a Selling Stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such shares of the securities, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the Selling Stockholders to include the pledgee, transferee or other successors in interest as the Selling Stockholders under this prospectus. The Selling Stockholders also may transfer shares of the securities in other circumstances, in which case the transferees, pledgees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Stockholders and any broker-dealers or agents that participate in the sale of the Resale Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale without restriction under Rule 144of the shares may be underwriting discounts and commissions under the Securities Act. The sharesSelling Stockholders are subject to the prospectus delivery requirements of common stock will be sold only through registeredthe Securities Act.
We have agreed to indemnify each seller of Resale Shares, each of its employees, advisors, agents, representatives, partners, officers, and directors, and each person who controls such seller (within the meaning of the Securities Act), and any agent or licensed brokersinvestment advisor thereof against certain liabilities arising under the Securities Act from sales of the Resale Shares. The Selling Stockholders may agree to indemnify any agent, broker, or dealers if requireddealer that participates in sales of the Resale Shares against liabilities arising under applicable state securities laws. In addition,the Securities Act from sales of the Resale Shares.
We have agreed to pay certain expenses incurred in certain states, the shares of common stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption fromconnection with the registration or qualification requirement is available and is complied with.sale of the Resale Shares covered by this prospectus, including, among other things, all registration and filing fees (including SEC, Nasdaq, and state blue sky registration and filing fees), printing expenses, and the fees and disbursements of our outside counsel and independent accountants, but excluding underwriting discounts and commissions.
The selling stockholders
Under applicable rules and regulations under the Exchange Act, any other person participatingengaged in the distribution of the shares of our common stock covered herebymay not simultaneously engage in market-making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation, Regulation M, of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of our common stock by the selling stockholders andSelling Stockholders or any other participating person. Regulation M may also restrictWe will make copies of this prospectus available to the ability of any person engaged in the distributionSelling Stockholders and have informed them of the sharesneed to deliver a copy of our common stockthis prospectus to engage in market-making activities with respecteach purchaser at or prior to the shares of our common stock. Alltime of the foregoing may affectsale (including by compliance with Rule 172 under the marketability of the shares of our common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of our common stock.
There can be no assurance that any selling stockholder will sell any or all of the shares of common stock we registered on behalf of the selling stockholders pursuant to the registration statement of which this prospectus forms a part.
Securities Act). Once sold under the registration statement of which this prospectus forms a part, the shares of our common stock will be freely tradable in the hands of persons other than our affiliates.
The validity of the issuance of the common stock offered hereby will be passed upon for us by Venable LLP, New York, New York. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.
The consolidated financial statements of Sonim Technologies, Inc. incorporated in this Registration Statement on FormS-3 by reference from Sonim Technologies, Inc.’s Annual Report on Form10-K for the year ended December 31, 20192022, have been audited by Moss Adams LLP, an independent registered public accounting firm, as set forthstated in their report (which report expresses an unqualified opinion and includes an explanatory paragraphsparagraph relating to a going concern emphasis and a change in the method of accounting for revenue in 2019)uncertainty), which is incorporated herein by reference herein.reference. Such consolidated financial statements have been soare incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus which constitutes aforms part of thea registration statement on Form S-3 filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement or the exhibits which are part of the registration statement.documents incorporated by reference herein and therein. For further information with respect to us and the securities offered byunder this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. statement and the documents incorporated by reference herein and therein. You should read the actual documents for a more complete description of the relevant matters.
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may obtain a copy of these filings at no cost by writing us at the following address: Sonim Technologies, Inc., Attn: Corporate Secretary, 6836 Bee Cave Road Building 1, Suite 279, Austin, Texas 78746. We also maintain a website at www.sonimtech.com.https://ir.sonimtech.com. Through our website, we make available, free of charge, annual, quarterly, and current reports, proxy statements, and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in,on, or that canmay be accessed through, our website is not part of, and is not incorporated into this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with them,it, which means that we can disclose important information to you by referring you to those publicly available documents. In accordance with Rule 412 of the Securities Act, any statement contained orThe information incorporated by reference in this prospectus shall be deemedis considered to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded.
We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed under the Exchange Act:
our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 20, 2023, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the SEC on May 1, 2023; | |||
| ● | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 8, 2023, August 14, 2023, and November 14, 2023, respectively; | ||
| ● | our Current Reports on Form 8-K filed with the SEC (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) on February 21, 2023, August 9, 2023, September 18, 2023, September 28, 2023, November 13, 2023, and November 28, 2023; and | ||
| ● | the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on May 9, 2019, as updated by Exhibit 4.4 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 27, 2020, and as subsequently amended |
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We also incorporate by reference into this prospectus all documents (other than Current Reports on Form8-Kcurrent reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filedfurnished on such form that are related to such items) that are subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering ofoffering. In addition, all reports and other documents filed by us pursuant to the securities made by this prospectus (including documents filedExchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement).
We will furnish without chargestatement shall be deemed to each person, including any beneficial owner,be incorporated by reference into this prospectus. All such documents are deemed to whombe part of this prospectus from the date of the filing of such reports and documents.
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules. No additional information is delivered, upon writtendeemed to be part of or oralincorporated by reference into this prospectus.
You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You may also request and we will provide, free of charge, a copy of any document incorporated by reference. Requests should be addressedreference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our internet website at https://ir.sonimtech.com or by writing or calling us at the following address and telephone number:
Sonim Technologies, Inc., Attn: Corporate Secretary, 6836 Bee Cave Road Building 1,
4445 Eastgate Mall, Suite 279, Austin, Texas 78746.200
San Diego, CA 92121
Telephone: (650) 378-8100
Attn.: Chief Financial Officer
You should rely only on the information contained in, or incorporated by reference or provided ininto, this prospectus, in any accompanying prospectus supplement, or in any free writing prospectus supplement.filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or the accompanying prospectus supplement is accurate onin any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct onaccurate as of any date subsequent toother than the date on the front cover of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.applicable document.
20,833,333 Shares of Common Stock
PROSPECTUS
, 2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution. |
The following is a statement oftable sets forth all expenses that we may incur in connection with the estimatedsecurities being registered hereby. All amounts shown are estimates except for the SEC registration fee.
We will bear all costs, expenses, to be incurred by usand fees in connection with the registration of the securities under this registration statement,securities. The Selling Stockholders, however, will bear all brokers and underwriting commissions and discounts, if any, attributable to the sale of which will be borne by us.their securities.
Securities and Exchange Commission Registration Fee | $ | 865 | ||
Legal Fees and Expenses | $ | 20,000 | ||
Accountants’ Fees and Expenses | $ | 15,000 | ||
Miscellaneous | $ | 10,000 | ||
Total | $ | 45,865 |
| SEC registration fee | $ | 2,121.75 | ||
| Legal fees and expenses | $ | 50,000 | ||
| Accounting fees and expenses | $ | 30,000 | ||
| Printing and miscellaneous fees and expenses | $ | 500 | ||
| Total | $ | 82,621.75 |
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Item 15. Indemnification of Officers and Directors.
Section 145 of Title 8 of the Delaware General Corporation Law authorizes(the “DGCL”) empowers a corporation, within certain limitations, to indemnify any person against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement and reasonably incurred by such person in connection with any suit or proceeding to which such person is a party by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, as long as such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation. With respect to any criminal proceedings, such person must have had no reasonable cause to believe that his or her conduct was unlawful.
In the case of a proceeding by or in the right of the corporation to procure a judgment in its favor (e.g., a stockholder derivative suit), a corporation may indemnify an officer, director, employee, or agent if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no person adjudged to be liable to the corporation may be indemnified unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to award,indemnity for such expenses which such court deems proper. A director, officer, employee, or agent who is successful, on the merits or otherwise, in defense of any proceeding subject to the DGCL’s indemnification provisions must be indemnified by the corporation for reasonable expenses incurred therein, including attorneys’ fees.
Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a corporation’s boardknowing violation of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnificationlaw, (iii) under certain circumstancesSection 174 of the DGCL, or (iv) for liabilities, including reimbursement for expenses incurred, arising underany transaction from which the Securities Act of 1933, as amended, ordirector derived an improper personal benefit.
As permitted by the Securities Act. OurDGCL, our amended and restated certificate of incorporation to be in effect upon the closing of this offering allows for our indemnification of our directors, officers, employees, and other agents to the maximum extent permitted by the Delaware General Corporation Law, and ourDGCL. Our amended and restated bylaws to be in effect upon the closing of this offeringalso provide for the indemnification of our directors and executive officers to the maximum extent permitted by the Delaware General Corporation Law.DGCL.
We have entered into indemnification agreements with our directors and officers, whereby we have agreed to indemnify our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee, or agent of Sonim, Technologies, Inc., provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of Sonim Technologies, Inc.Sonim.
We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act, of 1934, as amended, that might be incurred by any director or officer in his or her capacity as such.
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Item 16. Exhibit Index.Exhibits.
| Exhibit Number | Description | Schedule Form | File Number | Incorporated by Exhibit Reference | Filing Date | Filed Herewith | ||||||
| 4.1 | Form of Common Stock Certificate of the Registrant | S-1/A | 333-230887 | 4.1 | April 29, 2019 | |||||||
| 5.1 | Opinion of Venable LLP | X | ||||||||||
| 23.1 | Consent of Moss Adams LLP, independent registered public accounting firm | X | ||||||||||
| 23.2 | Consent of Venable LLP (included in Exhibit 5.1) | X | ||||||||||
| 24.1 | Power of Attorney (reference is made to the signature page hereto) | X | ||||||||||
| 107 | Filing Fee Table | X |
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however,, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on FormS-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in thethis registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) | That, for the |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act to any |
purchaser, each prospectus |
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| (5) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or |
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| where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange |
| (6) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the cityCity of Austin, stateScottsdale, State of Texas,Arizona, on July 2, 2020.December 1, 2023.
| SONIM TECHNOLOGIES, INC. | |||
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| By: | /s/ Clayton Crolius | ||
| Name: | Clayton Crolius | ||
| Title: | Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below herebyseverally constitutes and appoints Thomas WilkinsonPeter Liu and Robert Tirva,Clayton Crolius, and each of them, and as his or her true and lawful agent, proxy andattorney-in-fact,attorneys-in-fact, each with full the power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (1) actsign any amendments to this registration statement on signForm S-3 or other applicable form and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, anygranting unto said attorneys-in-fact and all amendments (including post-effective amendments)each of them, full power and authority to this registration statement together with all schedulesdo and exhibits theretoperform each and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedulesevery act and exhibits thereto, (2) act on, signthing requisite and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done in order to effectuate the same as fully, forto all intents and purposes, as they or he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy andeach of said attorney-in-fact, or any of his their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the datesdate indicated.
Signature | Title | Date | ||
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| /s/ Hao Liu | Chief Executive Officer and Director
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| (Principal Executive Officer) | |||
| /s/ Clayton Crolius | Chief Financial Officer
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| (Principal Financial and Accounting Officer) | |||
| /s/ James Cassano | Director | December 1, 2023 | ||
| James Cassano | ||||
| /s/ Mike Mulica | Chairman of the Board | |||
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| /s/ Jack Steenstra | Director | December 1, 2023 | ||
Jack Steenstra | ||||
| /s/ Jeffrey
| Director | |||
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