As filed with the U.S. Securities and Exchange Commission on June 8, 2020.
Registration No. 333-238869
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SONIM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 3661 | 94-3336783 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
6836 Bee Cave Road
Building 1, Suite 279
Austin, Texas 78746
(650) 378-8100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Thomas W. Wilkinson
Chief Executive Officer
Sonim
Technologies, Inc.
6836 Bee Cave Road
Building 1, Suite 279
Austin, Texas 78746
(650) 378-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jon Gavenman Michael Tenta Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 (650) 843-5000 |
Heidi Mayon Rick Kline Goodwin Procter LLP 601 Marshall Street Redwood City, California 94063 (650) 752-3100 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
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, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☒ (File No. 333-238869)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-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. ☐
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 (this Amendment) relates to the Registrants Registration Statement on Form S-1 (File No. 333-238869), as amended, declared effective on June 4, 2020 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, on the 8th day of June, 2020.
SONIM TECHNOLOGIES, INC. | ||
By: | /s/ Thomas W. Wilkinson | |
Thomas W. Wilkinson Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
TITLE |
DATE | ||
/s/ Thomas W. Wilkinson Thomas W. Wilkinson |
Chief Executive Officer and Director (Principal Executive Officer) |
June 8, 2020 | ||
/s/ Robert Tirva Robert Tirva |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
June 8, 2020 | ||
* John Kneuer |
Chairman of the Board of Directors | June 8, 2020 | ||
* Maurice Hochschild |
Director | June 8, 2020 | ||
* Alan Howe |
Director | June 8, 2020 | ||
* Jeffrey D. Johnson |
Director | June 8, 2020 | ||
* Susan G. Swenson |
Director | June 8, 2020 | ||
* Kenny Young |
Director | June 8, 2020 |
*By: |
/s/ Thomas W. Wilkinson | |
Thomas W. Wilkinson | ||
Attorney-In-Fact |
Exhibit 5.1
Jon E. Gavenman
+1 650 843 5055
jgavenman@cooley.com
June 8, 2020
Sonim Technologies, Inc.
6836 Bee Cave Road
Building 1, Suite 279
Austin, Texas 78746
Ladies and Gentlemen:
We have acted as counsel to Sonim Technologies, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-1 (No. 333-238869) (the Initial Registration Statement) with the Securities and Exchange Commission, including the prospectus which forms a part of the Initial Registration Statement (the Prospectus), and a Registration Statement on Form S-1 related thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the 462(b) Registration Statement and, together with the Initial Registration Statement, the Registration Statements), covering an underwritten public offering of up 36,800,000 shares of the Companys common stock, par value $0.001 (Shares), including up to 4,800,000 Shares that may be sold pursuant to the exercise of an option to purchase additional Shares.
In connection with this opinion, we have examined and relied upon (a) the Registration Statements and the Prospectus, (b) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and (c) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have undertaken no independent verification with respect to such matters.
We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statements and the Prospectus, will be validly issued, fully paid and non-assessable.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t (650) 843-5000 f: (650) 849-7400 cooley.com
Sonim Technologies, Inc.
June 8, 2020
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Initial Registration Statement and to the filing of this opinion as an exhibit to the amendment to the Initial Registration Statement filed pursuant to 462(d).
Sincerely,
Cooley LLP | ||
By: | /s/ Jon E. Gavenman | |
Jon E. Gavenman |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t (650) 843-5000 f: (650) 849-7400 cooley.com