Sonim Technologies Provides Update on Letter of Intent for Reverse Takeover

Rhea-AI Summary

Sonim Technologies (NASDAQ: SONM) has provided an update on its previously announced Letter of Intent (LOI) for a proposed reverse takeover (RTO) with a private US-based company focused on Nvidia-based High-Performance Computing (HPC) AI factories. The target company specializes in supporting cloud-based artificial intelligence workloads.

Under the terms of the LOI, Sonim shareholders will receive equity ownership valued at $17.5 million in the combined company, with potential to benefit from future value appreciation. The company emphasized its commitment to transparency and promised further updates as the transaction progresses.

Positive

• Shareholders will receive equity ownership valued at $17.5 million in the combined entity
• Strategic entry into high-growth AI computing infrastructure sector
• Potential for value appreciation through the combined entity's future growth

Negative

• Current Sonim business model will be effectively replaced through the RTO
• Final transaction terms and completion remain uncertain

San Diego, California--(Newsfile Corp. - June 30, 2025) - Sonim Technologies, Inc. (NASDAQ: SONM), a leading provider of rugged mobile solutions, today issued an update regarding the Letter of Intent (LOI) for a proposed reverse takeover (RTO), as originally announced via press release dated June 25, 2025. The RTO is with a private US-based company (the "Target") that is building out Nvidia-based High-Performance Computing (HPC) AI factories to support the hyper growth of cloud-based artificial intelligence (AI) workloads.

Under the LOI, upon completion, Sonim shareholders will receive equity ownership in the combined company. While this equity ownership is currently valued at $17.5 million, Sonim shareholders will benefit from any future value appreciation of the combined entity.

This announcement reflects Sonim's commitment to transparency as the transaction progresses. Further updates will be shared as more information becomes available.

About Sonim Technologies
Sonim Technologies is a leading U.S. provider of rugged mobile solutions, including phones, wireless internet data devices, accessories and software designed to provide extra protection for users that demand more durability in their work and everyday lives. Trusted by first responders, government, and Fortune 500 customers since 1999, we currently sell our ruggedized mobility solutions through tier one wireless carriers and distributors in North America, EMEA, and Australia/New Zealand. Sonim devices and accessories connect users with voice, data, workflow and lifestyle applications that enhance the user experience while providing an extra level of protection. For more information, visit www.sonimtech.com.

Media contact:
Anette Gaven
anette.gaven@sonimtech.com
P: 619-993-3058

Important Information and Where to Find It
This press release may be considered to be a soliciting material in connection with the 2025 Annual Meeting of Stockholders. Sonim has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the 2025 Annual Meeting of Stockholders.
Sonim's stockholders are strongly encouraged to read Sonim's definitive proxy statement (including any amendments or supplements thereto) and any other documents to be filed with the SEC carefully and in their entirety when they become available because they will contain important information.
Stockholders may obtain a free copy of the definitive proxy statement, any amendments or supplements to the proxy statement, and other documents that Sonim files with the SEC at no charge from the SEC's website at www.sec.gov. Copies will also be available at no charge on Sonim's website at https://ir.sonimtech.com/sec-filings/all-sec-filings.

Additional Information and Where to Find It
This communication relates to the proposed transaction involving Sonim. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Sonim plans to file with the SEC a proxy statement (the "Proxy Statement") relating to a special meeting of its stockholders and may file other documents with the SEC relating to the proposed transaction, including a prospectus. This communication is not a substitute for the Proxy Statement or any other document that Sonim may file with the SEC or send to its stockholders in connection with the proposed transaction. Before making any voting decision, stockholders of Sonim are urged to read the Proxy Statement in its entirety when it becomes available and any other relevant documents filed or to be filed with the SEC and any amendments or supplements thereto and any documents incorporated by reference therein, because they will contain important information about the proposed transaction and the parties to the proposed Transaction. Any vote in respect of resolutions to be proposed at a stockholder meeting of Sonim to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Investors and security holders will be able to obtain the Proxy Statement and other documents Sonim files with the SEC (when available) free of charge at the SEC's website (http://www.sec.gov) or at Sonim's investor relations website (https://ir.sonimtech.com/) or by e-mailing Sonim to ir@sonimtech.com.

Participants in the Solicitation
Sonim and its respective directors, executive officers, and other members of their management and employees, including Peter Liu (Chief Executive Officer and a director), Clay Crolius (Chief Financial Officer), and Sonim's directors-James Cassano, Mike Mulica, Jack Steenstra, and Jeffrey Wang-under SEC rules, may be deemed to be participants in the solicitation of proxies of Sonim's stockholders in connection with the proposed Transaction.
Stockholders may obtain more detailed information regarding Sonim's directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, under the captions "Directors, Executive Officers, and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management," and "Certain Relationships and Related Party Transactions" of Sonim's definitive proxy statement for the 2025 Annual Meeting filed with the SEC on June 18, 2025.
Any subsequent updates following the date hereof to the information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the proposed Transaction, if and when they become available. These documents will be available free of charge as described above.

Forward-Looking statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to, among other things, the anticipated effects of the proposed transaction and the strategy of Sonim in connection with strategic alternatives, the growth of the AI market, the anticipated terms of the proposed transaction, and potential benefits of the proposed transaction to Sonim's stockholders. These forward-looking statements are based on Sonim's current expectations, estimates and projections, and certain assumptions made by Sonim, all of which are subject to change. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "achieve," "aim," "ambitions," "anticipate," "believe," "committed," "continue," "could," "designed," "estimate," "expect," "forecast," "future," "goals," "grow," "guidance," "intend," "likely," "may," "milestone," "objective," "on track," "opportunity," "outlook," "pending," "plan," "poised," "position," "possible," "potential," "predict," "progress," "promises," "roadmap," "seek," "should," "strive," "targets," "to be," "upcoming," "will," "would," and variations of such words and similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, the following: the ability of Sonim to meet expectations regarding the timing and completion of the proposed transaction; the possibility that the LOI will not result in the definitive agreement; the possibility that the conditions to the closing of the proposed transaction are not satisfied, including the risk that the required approvals are not obtained, the Sonim Legacy Business Sale does not close, and that Sonim's stockholders do not approve the proposed transaction; the challenges of maintaining Nasdaq listing and the potential necessity to implement a reverse stock-split in order to remain listed on Nasdaq; the occurrence of any event, change or other circumstances that could result in the definitive agreement (if ever executed) being terminated or the proposed transaction not being completed on the terms reflected in the definitive agreement, or at all; potential litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have adverse effects on the market price of Sonim's common stock; the risk that the current board of directors of Sonim loses the proxy contest and the new directors' slate determines to terminate the proposed transaction (whether at the state of LOI or definitive agreement); the effect of the announcement of the proposed transaction on the ability of Sonim to retain key personnel and maintain relationships with customers and business partners; the risk of unexpected costs or expenses resulting from the proposed transaction and the LOI; and other risks and uncertainties, including those described under "Risk Factors" included in Sonim's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission (available at www.sec.gov). Sonim cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Sonim assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257171

FAQ

What is the value of Sonim Technologies (SONM) reverse takeover deal?

According to the LOI, Sonim shareholders will receive equity ownership valued at $17.5 million in the combined company.

What type of company is Sonim Technologies (SONM) merging with?

Sonim is merging with a private US-based company that builds Nvidia-based High-Performance Computing (HPC) AI factories for cloud-based artificial intelligence workloads.

When did Sonim Technologies (SONM) announce the original Letter of Intent?

Sonim Technologies originally announced the Letter of Intent (LOI) for the reverse takeover on June 25, 2025.

What will happen to Sonim Technologies (SONM) shareholders after the reverse takeover?

Sonim shareholders will receive equity ownership in the combined company and will benefit from any future value appreciation of the combined entity.

What is the status of Sonim Technologies (SONM) reverse takeover transaction?

The transaction is currently at the Letter of Intent (LOI) stage, with the company committed to providing further updates as more information becomes available.