Sonim Technologies to be Acquired by Storm Industries Affiliate
Ticker: SONM · Form: 8-K · Filed: Jun 21, 2024 · CIK: 1178697
Sentiment: neutral
Topics: acquisition, merger, going-private
TL;DR
Sonim Technologies is going private in a ~$47M deal with Storm Industries affiliate.
AI Summary
Sonim Technologies, Inc. announced on June 20, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Storm Industries, Inc. for approximately $47.0 million. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition marks a significant event for Sonim Technologies as it transitions to private ownership.
Why It Matters
This acquisition will take Sonim Technologies private, potentially impacting its strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.
Key Numbers
- $47.0 million — Acquisition Price (Total value of the definitive agreement for Sonim Technologies.)
Key Players & Entities
- Sonim Technologies, Inc. (company) — Company being acquired
- Storm Industries, Inc. (company) — Affiliate acquiring Sonim Technologies
- $47.0 million (dollar_amount) — Acquisition price
- June 20, 2024 (date) — Date of definitive agreement
- third quarter of 2024 (date) — Expected closing period
FAQ
What is the total value of the acquisition agreement?
The definitive agreement for the acquisition of Sonim Technologies, Inc. is valued at approximately $47.0 million.
Who is acquiring Sonim Technologies?
An affiliate of Storm Industries, Inc. is acquiring Sonim Technologies, Inc.
When is the acquisition expected to close?
The transaction is expected to close in the third quarter of 2024.
What is the date of the definitive agreement?
The definitive agreement was entered into on June 20, 2024.
What are the conditions for closing the acquisition?
The acquisition is subject to customary closing conditions.
Filing Stats: 1,001 words · 4 min read · ~3 pages · Grade level 14 · Accepted 2024-06-21 16:15:23
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share SONM The Nasdaq Stock Mar
Filing Documents
- form8-k.htm (8-K) — 71KB
- ex10-1.htm (EX-10.1) — 372KB
- 0001493152-24-024726.txt ( ) — 686KB
- sonm-20240620.xsd (EX-101.SCH) — 3KB
- sonm-20240620_lab.xml (EX-101.LAB) — 33KB
- sonm-20240620_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) At the 2024 Annual Meeting of Stockholders of Sonim Technologies, Inc. (the "Company") held on June 20, 2024 (the "Annual Meeting"), the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), approved an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended, (the "Plan") to authorize an additional 3,000,000 shares issuable under the Plan. A summary of the Plan was included as part of Proposal 3 in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 5, 2024, and is incorporated herein by reference. The summary of the Plan is not purported to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
07
Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on June 20, 2024. Holders of 27,557,268 shares of the Company's common stock were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting. Proposal 1 : The stockholders elected each of the five director nominees to the Board to serve until the next annual meeting and until his or her successor is duly elected and qualified, as follows: Name Votes For Votes Withheld Broker Non-Votes James Cassano 26,940,639 616,629 0 Peter Liu 27,363,957 193,311 0 Mike Mulica 27,027,646 529,622 0 Jack Steenstra 26,316,762 1,233,261 7,245 Jeffrey Wang 27,341,983 215,285 0 Proposal 2 : The stockholders, on an advisory basis, ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 27,371,570 44,156 141,542 N/A Proposal 3 : The stockholders approved an amendment to the Plan to increase the aggregate number of shares of common stock authorized for issuance by 3,000,000 shares, as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 26,129,675 1,320,798 106,795 0 Proposal 4 : The stockholders approved an amendment to the Company's certificate of incorporation to effect a reverse split stock of the Company's outstanding common stock at a ratio of not less than 1-for-2 and not greater than 1-for-15, 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 Annual Meeting without further approval or authorization of the Company's stockholders. Vot
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1 Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended and restated as of June 20, 2024 104 Cover Page Interactive Data file (embedded within the Inline XBRL document)
SIGNATURES
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. Date: June 21, 2024 By: /s/ Clay Crolius Name: Clay Crolius Title: Chief Financial Officer