[DEFA14A] Sonim Technologies, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Sonim Technologies (NASDAQ: SONM) filed additional definitive proxy materials (Form DEFA14A) dated 8 July 2025. The document contains internal e-mails urging employees, friends and family who own SONM shares to vote before the 17 July 2025, 11:59 p.m. ET deadline using the WHITE proxy card. Proxy-solicitation support is provided by Sodali, whose contact details and toll-free numbers are included.

The filing repeats that a definitive proxy statement for the 2025 Annual Meeting is already on file with the SEC and available free of charge via the SEC and Sonim investor-relations websites. Stockholders are encouraged to read that statement in full.

Sonim also references a non-binding letter of intent (LOI) for a proposed strategic transaction involving Orbic. A separate proxy statement will be filed for a future special meeting should a definitive agreement be executed. No terms, valuation, or timing details are provided.

A lengthy forward-looking-statement disclaimer lists multiple risks: (i) the LOI may never convert to a binding agreement, (ii) shareholder and regulatory approvals may fail, (iii) the company may need a reverse stock-split to maintain Nasdaq listing, (iv) the proxy contest could replace the current board and end the transaction, and (v) potential litigation and cost overruns. No new operational or financial metrics are disclosed.

In essence, the filing is a routine proxy-solicitation communication designed to maximise voting participation and comply with SEC rules; it does not materially alter the investment thesis or provide incremental financial information.

Positive

• Active shareholder engagement: Management is proactively mobilising votes via Sodali, signalling commitment to securing support for strategic initiatives.
• Regulatory compliance: Timely filing of DEFA14A and reiteration of document availability reduces procedural risk associated with the upcoming annual meeting.

Negative

• Transaction uncertainty: The LOI with Orbic may not progress to a definitive agreement, leaving strategic direction unresolved.
• Listing risk: Sonim warns it may need a reverse stock-split to retain Nasdaq listing, highlighting potential share-price pressure.
• Proxy-contest threat: A change in board control could terminate the proposed transaction, adding governance instability.
• No financial disclosure: The filing provides no new revenue, earnings, or valuation data, limiting investor visibility.

Insights

Corporate Governance Expert

TL;DR: Standard proxy reminder; encourages WHITE-card votes; minimal incremental disclosure; governance impact low.

This DEFA14A is largely housekeeping: it mobilises internal and affiliated shareholders ahead of the 17 July annual-meeting deadline and satisfies Rule 14a-6 disclosure obligations. The communication clarifies that Sodali is the authorised proxy solicitor and restates the availability of the definitive proxy statement. No changes to board composition, compensation plans, or by-law amendments are proposed here. The emphasis on the WHITE card hints at an ongoing proxy contest, but the filing itself does not advance or resolve governance disputes. From a governance perspective, the content is neutral; it neither strengthens nor weakens shareholder rights beyond standard practice.

M&A Specialist

TL;DR: Proposed Orbic deal still at LOI stage; risks high; no valuation specifics; investor impact limited for now.

The document briefly notes a potential transaction with Orbic but offers no economics, timing, or structural details. The forward-looking section enumerates significant execution risks—board turnover, delisting pressure, litigation—which underscore how preliminary the LOI remains. Without a signed definitive agreement or disclosed consideration, investors cannot assess deal accretion or dilution. As such, the filing does not materially shift M&A expectations; it merely preserves optionality while reminding shareholders to stay engaged. Until concrete terms surface, the market impact is neutral to low.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement
 	 
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 	 
☐	Definitive Proxy Statement
 	 
☒	Definitive Additional Materials
 	 
☐	Soliciting Material under §240.14a-12

 

Sonim Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

☒ No fee required

 

☐ Fee paid previously with preliminary materials

 

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

 

 

The following e-mails were distributed to certain employees of the registrant on July 8, 2025:

 

***

Dear Team,

 

Just a friendly reminder: if you or any of your friends or family have Sonim shares bought independently through an external agency, you can get assistance with voting those shares from the Sodali team. Feel free to reach out to them at SONM@investor.sodali.com, and they’ll be more than happy to help you with the voting process.

 

温馨提醒：如果您或您的朋友或家人通过外部机构独立购买了Sonim股票，Sodali团队可以协助您进行投票。请通过SONM@investor.sodali.com与他们联系，他们会非常乐意为您提供帮助。

 

***

Team,

 

Reminder that any questions or assistance specific to the WHITE card for proxy voting, are to be directed to your broker directly or the Company’s proxy solicitor, Sodali. This applies to all employees and also friends and family that own shares in Sonim.

 

430 Park Avenue, 14th Floor,

New York, NY 10022

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

E-mail: SONM@investor.sodali.com

 

Voting closes July 17, 2025 at 11:59PM Eastern Time.

 

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:// 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 anticipated terms of the proposed transaction, potential benefits of the proposed transaction to Sonim’s stockholders, and anticipated difficulties in connection with certain aspects of Orbic’s offer. 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.

 

 

 

FAQ

When does proxy voting for Sonim (SONM) close?

Voting closes on 17 July 2025 at 11:59 p.m. Eastern Time.

Which proxy card should Sonim shareholders use?

The company requests votes be cast on the WHITE proxy card included with the definitive proxy statement.

Who can assist with questions about voting SONM shares?

Sonim's proxy solicitor Sodali can be reached at (800) 662-5200 or SONM@investor.sodali.com for shareholder assistance.

Is there an active transaction involving Sonim Technologies?

Yes, Sonim references a non-binding LOI with Orbic, but no definitive agreement or terms have been announced.

Where can investors access Sonim’s definitive proxy statement?

Free copies are available on the SEC website (www.sec.gov) and Sonim’s investor-relations site at https://ir.sonimtech.com/sec-filings/all-sec-filings.

What are the key risks highlighted in the filing?

Risks include deal failure, Nasdaq-listing challenges, potential reverse split, proxy-contest outcomes, and litigation related to the proposed transaction.