Sonim Technologies Inc.

10/24/2025 | Press release | Distributed by Public on 10/24/2025 06:01

Corporate Action (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

As disclosed in the Current Report of Sonim Technologies, Inc. (the "Company" or "Sonim") filed with the Securities and Exchange Commission (the "SEC") on October 20, 2025, at the 2025 special meeting of stockholders of the Company held on October 16, 2025 (the "Special Meeting"), the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), approved an amendment to the Company's amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation") to effect a reverse split stock of the Company's outstanding common stock ("Common Stock") at a ratio of not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board prior to the one-year anniversary of the Special Meeting without further approval or authorization of the Company's stockholders.

The Board approved the reverse stock split of the Common Stock (the "Reverse Stock Split") at a final ratio of 1-for-18 (one-for-eighteen).

On October 20, 2025, the Company filed a certificate of amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Certificate of Amendment will become effective at 12:01 a.m. Eastern Time on October 27, 2025, at which time every eighteen (18) shares of Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the Reverse Stock Split ratio. If, as a result of the Reverse Stock Split, a stockholder of record would otherwise hold a fractional share, such stockholder of record will be entitled to receive a cash payment in lieu of such fractional share equal to the fraction of which such stockholder of record would otherwise be entitled multiplied by the closing price per share of common stock as reported by the Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on the date the certificate of amendment to the amended and restated certificate of incorporation to effect the Reverse Stock Split is filed with the Secretary of State of the State of Delaware, October 20, 2025.

The Common Stock is expected to commence trading on a split-adjusted basis when the markets open on October 27, 2025, under the existing trading symbol "SONM." The new CUSIP number for the Common Stock following the Reverse Stock Split will be 83548F 408.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Sonim Technologies Inc. published this content on October 24, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 24, 2025 at 12:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]