SONIM TECHNOLOGIES INC — Regulatory Filings 2022

Nov 11, 2022

S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on November 10, 2022

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sonim Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-3336783
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
Employer Identification
No.)

4445 Eastgate Mall, Suite 200,

San Diego, CA 92121

(Address of Principal Executive Offices) (Zip Code)

Sonim Technologies, Inc. 2019 Equity Incentive Plan

(Full title of the plan)

Peter Liu

Chief Executive Officer

4445 Eastgate Mall, Suite 200,

San Diego, CA 92121

(650) 378-8100

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

COPY TO:

William N. Haddad, Esq.

Kirill Y. Nikonov, Esq.

Venable LLP

1270 Avenue of the Americas, 24 Floor

New York, NY 10020

(212) 503-9812

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. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Sonim Technologies, Inc., a Delaware corporation (“ Registrant ”), relating to 5,000,000 additional shares of its common stock, $0.001 par value (the “ Common Stock ”), issuable to eligible employees, directors and consultants of Registrant and its affiliates under Registrant’s 2019 Equity Incentive Plan, as amended (the “ 2019 Plan ”). Registrant’s Form S-8 Registration Statements filed with the U.S. Securities and Exchange Commission on May 14, 2019 (File No. 333-231457), June 9, 2020 (File No. 333-239033), and April 6, 2022 (File No. 333-264161) (collectively, the “ Prior Registration Statements ”) relating to the 2019 Plan are each incorporated by reference herein. This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of the Common Stock issuable under the 2019 Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. Exhibits.

EXHIBIT INDEX

| Exhibit Number | Description | Schedule Form | File
Number | Incorporated by Exhibit Reference | Filing
Date |
| --- | --- | --- | --- | --- | --- |
| 4.1 | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-38907 | 3.1 | May
17, 2019 |
| 4.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-38907 | 3.1 | September
15, 2021 |
| 4.3 | Amended and Restated Bylaws of the Registrant | 8-K | 001-38907 | 3.1 | November
8, 2021 |
| 5.1 | Opinion of Venable LLP | | | | X |
| 23.1 | Consent of Moss Adams LLP, independent registered public accounting firm | | | | X |
| 23.2 | Consent of Venable LLP (included in Exhibit 5.1) | | | | X |
| 24.1 | Power of Attorney (reference is made to the signature page hereto) | | | | X |
| 99.1 | 2019 Equity Incentive Plan (as amended) | 8-K | 001-38907 | 10.1 | October
27, 2022 |
| 107 | Filing Fee Table | | | | X |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on November 10, 2022.

| SONIM
TECHNOLOGIES, INC. | |
| --- | --- |
| By: | /s/
Clayton Crolius |
| Name: | Clayton
Crolius |
| Title: | Chief
Financial Officer ( Principal
Financial and Accounting Officer ) |

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below severally constitutes and appoints Peter Liu and Clayton Crolius, and each of them, and as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/s/
Hao Liu	Chief
Executive Officer and Director	November 10, 2022
Hao
(Peter) Liu	( Principal
Executive Officer )
/s/
Clayton Crolius	Chief
Financial Officer	November 10, 2022
Clayton
Crolius	( Principal
Financial and Accounting Officer )
/s/
Alan Howe	Director	November 10, 2022
Alan
Howe
/s/
Mike Mulica	Director	November 10, 2022
Mike
Mulica
/s/
Jeffrey Wang	Chairman
of the Board and Director	November 10, 2022
Jeffrey
Wang
/s/
Jack Steenstra	Director	November 10, 2022
Jack
Steenstra
/s/
James Cassano	Director	November 10, 2022
James
Cassano
/s/
Jose C. Principe	Director	November 10, 2022
Jose
C. Principe

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