| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| | (b) | Departure of Chief Financial Officer |
On September 9, 2019, the Company and Mr. James Walker determined that Mr. Walker will cease serving as the Company’s Chief Financial Officer, effective immediately, and that Mr. Walker will be leaving the Company following a brief period to ensure a smooth transition of his duties to the Company’s newly appointed interim Chief Financial Officer.
Mr. Walker will be eligible to receive certain severance benefits following his last day of employment pursuant to, and subject to the conditions set forth in, his existing agreements with the Company, all of which have been previously publicly disclosed, as well as extension of his post-separation option exercise period to January 17, 2020.
| | (c) | Appointment of Interim Chief Financial Officer |
On September 10, 2019, the Company announced the appointment of Robert Tirva as the Company’s interim Chief Financial Officer, effective immediately. In this role, Mr. Tirva will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Tirva, age 53, previously served as the Chief Financial Officer of Intermedia, a private cloud UCaaS and business application provider from 2016 to 2019, a role in which he was responsible for Intermedia’s global financial functions. From 2014 to 2016, Mr. Tirva was corporate controller at Dropbox, Inc., a collaboration platform provider. Prior to his service at Dropbox, he held various finances roles of increasing responsibility at Broadcom Corporation, including Senior Vice President, Principal Accounting Officer and Vice President of Finance. He currently serves on the Board of Directors of Resonant Inc. Mr. Tirva received an M.B.A. from the Yale School of Management and a Bachelor of Business Administration in Accounting from the University of Notre Dame.
There are no family relationships between Mr. Tirva and any Company director or executive officer, and no arrangements or understandings between Mr. Tirva and any other person pursuant to which he was selected as an officer. Mr. Tirva is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of RegulationS-K.
Mr. Tirva’s employment agreement with the Company provides that he will receive an annual base salary of $300,000. Further, he is eligible for an annual bonus of 50% of his base salary, to bepro-rated based on his start date. He will also receive a target number of option equivalents valued at $652,200, to be split 50/50 between options and RSUs. The foregoing summary of the material terms of Mr. Tirva’s employment agreement is subject to the full and complete terms of the agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarter ended September 30, 2019. Mr. Tirva will also be party to an indemnification agreement in the form filed as Exhibit 10.4 to the FormS-1.
| Item 7.01. | Revised Fiscal Year 2019 Earnings Expectations; Regulation FD Disclosure. |
On September 10, 2019, the Company disseminated a press release revising the Company’s earnings expectations for the fiscal year ended December 31, 2019. A copy of such press release is furnished herewith as Exhibit 99.1.
The information furnished in this Current Report on Form8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed “filed” with the Securities and Exchange Commission nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
This Form8-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future growth, profitability, the purchasing decisions of the company’s wireless carriers and the timing thereof, the remediation of technical issues related to its XP8 smartphone and other generalnon-systemic, accessory-related issues in its feature phones, and continued market acceptance of the Company’s products. These forward-looking statements are based on Sonim’s current expectations, estimates and projections about its business and industry, management’s beliefs and certain assumptions made by the company, all of
