UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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).
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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 1.01 | Entry into a Material Definitive Agreement. |
Factoring Agreement
On August 7, 2025, Sonim Technologies, Inc. (the “Company”) entered into a factoring agreement (the “Factoring Agreement”) with Tradewind GmbH (“Tradewind”), under which Tradewind will provide receivables factoring to the Company. Pursuant to the terms of the Factoring Agreement, eligible receivables will be purchased by Tradewind at a 15% discount to their face value. The maximum financing amount of the factoring facility is €3 million. The interest rate applicable to the Factoring Facility is the greater of 4.00% or EURIBOR plus 3.50%. The Company will pay Tradewind a late fee of 0.18% of any invoice amount outstanding longer than 95 days. The Company will pay Tradewind a risk surcharge of 0.06% of a preapproved limit determined by Tradewind with respect to any invoice sold by the Company. Additionally, the Company is obligated to pay a non-utilization fee of €70,000 if the aggregate annual sales to Tradewind under the Factoring Agreement are less than €15,000.
The Factoring Agreement has an initial term of twelve (12) months, subject to an automatic annual extension, unless terminated. The Factoring Agreement can be terminated by either party upon three months’ written notice.
The foregoing description of the Factoring Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Factoring Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Subscription Agreement Amendments
As previously reported, the Company entered into subscription agreements on April 29, 2024 and May 12, 2025 (the “Original Subscription Agreements”) with certain investors (each an “Investor”) to purchase shares of the Company’s common stock, as well as warrants to purchase the Company’s common stock (such warrants, the “Subscription Warrants”). On August 7, 2025, the Company and the Investors entered into an amendment, amending each of the Original Subscription Agreements (the “Subscription Agreement Amendments”) to reduce the Subscription Warrant exercise price to $0.75.
The foregoing description of the Subscription Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Subscription Agreement Amendment and Subscription Agreement Amendment, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this current report on Form 8-K under the title “Factoring Agreement” is incorporated by reference into this Item 2.03.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025, an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan (the “EIP”) to increase the aggregate number of shares of common stock authorized for issuance by 600,000 shares was not approved by stockholders at the Company’s 2025 annual meeting.
On August 11, 2025, the compensation committee of the board of directors (the “Board”) of the Company approved the grant of a cash award (the “Substitute Cash Grant”) to non-employee directors of the Board in lieu of a grant of restricted stock units (RSUs) under the EIP due to the unavailability of shares of common stock under the EIP.
The amount of the Substitute Cash Grant will be determined using the following methodology (the “Determination Formula”) designed to closely replicate RSU vesting under the current non-employee director compensation policy:
| (i) | Assumption that the number of RSUs valued at $60,000 (based on the Fair Market Value as of the date of grant — the date of the Compensation Committee meeting on August 11, 2025) (such number of RSUs, the “Phantom RSUs”) has been granted; | |
| (ii) | Assumption that the Phantom RSUs vest on the earlier of: |
| a. | a change in control, whether due to consummation of the asset purchase agreement or a reverse takeover; or | |
| b. | the 2026 annual meeting of the Company’s stockholders |
(each (a) and (b), a “Vesting Event”)
| (iii) | the Substitute Cash Grant shall equal the Fair Market Value of the Company’s common stock underlying the Phantom RSUs at the time of the Vesting Event and shall be payable as of the Vesting Event. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 10.1 | Factoring Agreement, dated as of August 7, 2025, by and between Sonim Technologies, Inc. and Tradewind GmbH | |
| 10.2 | Form of Subscription Agreement Amendment, dated as of August 7, 2025, by and between Sonim Technologies, Inc. and the Investors named therein | |
| 10.3 | Subscription Agreement Amendment, dated as of August 7, 2025, by and between Sonim Technologies, Inc. and the Investor named therein | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SONIM TECHNOLOGIES, INC. | ||
| Date: August 12, 2025 | By: | /s/ Clay Crolius |
| Name: | Clay Crolius | |
| Title: | Chief Financial Officer | |