UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2023
Sonim Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38907 | | 94-3336783 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4445 Eastgate Mall, Suite 200,
San Diego, CA 92121
(Address of principal executive offices, including Zip Code)
(650) 378-8100
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | SONM | | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2023 Annual Meeting of Stockholders of Sonim Technologies, Inc. (the “Company”) held on September 28, 2023 (the “Annual Meeting”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended, (the “Plan”) to authorize an additional 2,000,000 shares issuable under the Plan.
A summary of the Plan was included as part of Proposal 3 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 18, 2023, and is incorporated herein by reference. The summary of the Plan is not purported to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is being filed as Exhibit 10.01 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on September 28, 2023. Holders of 30,394,319 shares of the Company’s common stock were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting.
Proposal 1: The stockholders elected each of the five director nominees to the Board of Directors of the Company to serve until the next annual meeting and until his or her successor has been duly elected and qualified, as follows:
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| James Cassano | | 22,559,091 | | 1,040,013 | | 6,795,215 |
| Peter Liu | | 23,452,354 | | 153,953 | | 6,788,012 |
| Mike Mulica | | 21,565,460 | | 2,040,805 | | 6,788,054 |
| Jack Steenstra | | 21,547,809 | | 2,051,253 | | 6,795,257 |
| Jeffrey Wang | | 23,399,954 | | 206,353 | | 6,788,012 |
Proposal 2: The stockholders, on an advisory basis, ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as follows:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 30,231,684 | | 137,903 | | 24,732 | | N/A |
Proposal 3: The stockholders approved an amendment to the Plan to increase the aggregate number of shares of common stock authorized for issuance by 2,000,000 shares, as follows:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 21,214,229 | | 2,361,341 | | 30,737 | | 6,788,012 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SONIM TECHNOLOGIES, INC. |
| | | |
| Date: September 28, 2023 | By: | /s/ Clay Crolius |
| | Name: | Clay Crolius |
| | Title: | Chief Financial Officer |
