Sonim Technologies, Inc.

SITUATION BRIEF

Sonim strategic review, holder campaign and asset sale

Sonim announced a strategic alternatives process, then faced a holder proposal and campaign. It signed an agreement to sell substantially all enterprise 5G assets to a Social Mobile subsidiary for $15 million and later reported completion of the disposition and a corporate name change to DNA X.

Documented facts

Buyer / counterparty

Pace Car Acquisition LLC, a subsidiary of Social Mobile [1]

Consideration

$15 million purchase price disclosed for substantially all enterprise 5G assets [1]

Key conditions

The asset sale was later reported completed, with related post-closing matters disclosed in the completion filing. [1]

EX-99.1 source excerpt

Exhibit 99.1 FOR IMMEDIATE RELEASE Sonim Technologies Announces Inbound Strategic Interest, Forms Special Committee and Engages Roth Capital Partners to Evaluate Strategic Alternatives SAN DIEGO, Calif. – January 22, 2025 – Sonim Technologies (Nasdaq: SONM), a leading provider of 5G mobility solutions, today announced the formation of a special committee comprised solely of independent directors (the “Special Committee”) to explore and evaluate strategic alternatives to enhance stockholder value following the Schedule 13D/A filed by AJP Holding Company, LLC with the Securities and Exchange Commission on January 17, 2025. The Special Committee will be chaired by Mr. Mike Mulica and will be comprised of Mr. Mulica and Mr. James Cassano. Sonim welcomes open, constructive communications with all stockholders and encourages input that advances our shared goal of enhancing stockholder value. Consistent with its fiduciary duties and in consultation with its advisors, including Roth Capital Partners, the Special Committee will carefully consider and evaluate strategic alternatives received from several parties including, but not limited to, Orbic North America LLC, to determine the course of action that it believes is in the best interests of Sonim and its stockholders. During this process, the Special Committee may receive and evaluate business combinations, including mergers or acquisitions, as well as, other strategic transactions, such as a sale of the company or a significant portion of its assets, to enhance stockholder value. Sonim remains focused on providing clients with world-class 5G mobility solutions. Sonim cautions that there can be no assurance that the Special Committee’s review will result in any particular transaction being approved or consummated. Sonim does not intend to comment further on this matter unless and until the Special Committee approves a course of action for which further disclosure is appropriate or required. About Sonim Technologies Sonim Technologies is a leading U.S. provider of ultra-rugged and 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 [1]

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Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On June 26, 2025, Orbic submitted a revised non-binding proposal (the "Proposal") to purchase substantially all of the Issuer's assets for a cash purchase price of $25 million. The Proposal is subject to the terms and conditions as described therein. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of such proposal attached hereto as Exhibit 99.3, which is incorporated herein by reference. On June 26, 2025, AJP and Orbic issued an open letter to Sonim stockholders (the "Letter to Stockholders or "Letter"). The Letter urges Sonim stockholders to support AJP's and Orbic's slate of highly qualified and independent nominees at the Issuer's upcoming Annual Meeting of Shareholders scheduled for July 18, 2025. The foregoing description of the Letter to Stockholders does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter attached hereto as Exhibit 99.4, which is incorporated herein by reference. [2]

Item 1.01 source excerpt

Item 1.01 Entry into a Material Definitive Agreement. On July 17, 2025, Sonim Technologies, Inc. (the “Company” or “Sonim”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) by and among the Company, as seller, Pace Car Acquisition LLC, as buyer, (the “Buyer”), the Seller Representative named in the Asset Purchase Agreement, and, Social Mobile Technology Holdings LLC (the “Parent”), solely for the purpose of guaranteeing complete payment and performance obligations of the Buyer contained in the Asset Purchase Agreement. Pursuant to the Purchase Agreement, the Buyer agreed to acquire substantially all assets of the Company and its subsidiaries related to the Company’s enterprise 5G solutions business, including rugged handsets, smartphones, wireless internet devices, software, services, and accessories (collectively, the “Business”) for a purchase price of $15 million in cash, subject to (i) customary working capital, indebtedness and transaction expense adjustments (referred to in the Asset Purchase Agreement as the “Adjustment Amount,” which may be a positive or a negative number) and (ii) up to $5 million in the form of an earn-out payment (the “Earn-Out Payment”), if earned. Earn-Out The Earn-Out Payment, if any, will be determined based on the performance of the Business during the twelve-month period beginning July 1, 2025, and ending June 30, 2026. If, during such period, the Business generates Net Revenue (as defined in the Asset Purchase Agreement) in excess of $70 million, the Company will be entitled to receive an amount equal to 50% of the Net Revenue above such threshold, calculated in accordance with the terms of the Asset Purchase Agreement, provided that the Earn-Out Payment will not exceed $5 million. For purposes of the Asset Purchase Agreement, “Net Revenue” generally means the gross revenue of the Business determined in accordance with U.S. generally accepted accounting principles (“GAAP”) minus (a) customary trade, quantity and cash discounts actually taken; (b) credits, allowances, rebates and chargebacks for returns, rejections, damaged goods and billing errors; (c) outbound freight, insurance, customs duties and other transportation charges directly related to such sales; (d) sales, value-added, use and similar taxes (other than income taxes) collected from customers and remitted to the appropriate taxing authority; and (e) any other items that, in accordance with GAAP, are specifically and solely deducti [3]

Item 2.01 source excerpt

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in the Introduction is hereby incorporated by reference into this Item 2.01. The foregoing summary of the Asset Purchase Agreement and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Asset Purchase Agreement, a copy of which is available as follows: (i) Annex A and Annex B of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2025; and (ii) Exhibit 2.1 of this Current Report. [4]

DEVELOPMENT HISTORY

Timeline

EVIDENCE LIBRARY

Source excerpts

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