SONIM TECHNOLOGIES INC — Board/Management Information 2025

Apr 16, 2025

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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): April 15, 2025

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) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2025, following the approval of the compensation committee of the board of directors (the “Board”) of Sonim Technologies, Inc. (the “Company”), the Company and Clay Crolius, the Company’s Chief Financial Officer, entered into that certain first amendment to employment agreement (the “First Amendment to Employment Agreement”), amending the amended and restated letter agreement previously entered into by the Company and Mr. Crolius, dated as of December 8, 2023 (the “CFO Employment Agreement”). The terms of the CFO Employment Agreement were amended as follows:

| (i) | the
definition of “Change in Control” was revised to include the following events:
(a) the removal of a majority of the Board at any point during a period of two (2) consecutive
years and (b) a complete liquidation or dissolution of the Company or the consummation of
a sale or disposition of all or substantially all of the Company’s assets; and |
| --- | --- |
| (ii) | the
severance provision of the CFO Employment Agreement was amended to: (a) extend the protection
period to twelve (12) months following a Change in Control, (b) add a “triggering event”
defined to include: (i) a termination of Mr. Crolius’s employment by the Company other
than for death, disability or “cause” or (ii) a termination of employment by
Mr. Crolius following a reduction in position, pay or other constructive termination events,
and (c) to increase the severance benefits payable to Mr. Crolius by adding a guaranteed
pro-rated bonus of not less than 20% of Mr. Crolius’s annual salary. |

The foregoing description of the First Amendment to Employment Agreement is qualified in its entirety by reference to the full text of the First Amendment to Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Exhibit Number	Description
10.1	First
amendment to employment agreement, dated as of April 15, 2025, by and between Sonim Technologies, Inc. and Clay Crolius
104	Cover
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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. — By: | /s/
Clay Crolius |
| --- | --- |
| Name: | Clay
Crolius |
| Title: | Chief
Financial Officer |

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