Annual report pursuant to Section 13 and 15(d)

Stockholders??? Equity

v3.24.1
Stockholders’ Equity
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders’ Equity

NOTE 9—Stockholders’ Equity

 

On April 13, 2022, the Company entered into a subscription agreement (the “Subscription Agreement”) with AJP Holding Company, LLC (“AJP”) whereby, subject to the terms thereof, AJP agreed to purchase from the Company an aggregate of 20,833,333 shares of the Company’s common stock (the “Purchased Shares”) for a purchase price of $0.84 per share, for an aggregate purchase price of $17,500.

 

 

Pursuant to the terms and conditions set forth in the Subscription Agreement, the Purchased Shares were issued in two tranches: (i) 14,880,952 shares of the Company’s common stock (the “Initial Shares”) was issued in consideration for an aggregate purchase price of $12,500 (“First Closing”) and (ii) 5,952,381 shares will be issued for an aggregate purchase of $5,000.

 

The first closing was completed on July 13, 2022, and the second closing was completed on August 8, 2022.

 

In connection with the closings, the Company incurred approximately $3,130 of expenses which was offset against the proceeds in the third quarter of 2022.

 

Upon completion of the transaction, AJP controlled approximately 52% of Sonim’s post-transaction outstanding common stock. As of December 31, 2023, AJP controlled approximately 47% of Sonim’s outstanding common stock. The agreement with AJP also included a transition of the management team and the Company’s Executive Vice President for Global Operations and Engineering, who was appointed as Chief Executive Officer, effective April 14, 2022. The CEO is affiliated with the investment group at AJP. The Company continued to use the historical basis of assets and liabilities following the transaction.

 

On July 13, 2022, Robert Tirva, the CFO and President of the Company, resigned and became eligible for $1,000 in severance payments over 20 months, plus certain health insurance benefits, if he meets certain requirements. The severance costs were charged to expense as of the severance date. On July 13, 2022, approximately $1,200 in severance costs that were triggered by the AJP transaction were included in accrued expenses. On July 13, 2022, the Company appointed Clay Crolius as Chief Financial Officer.

 

On July 13, 2022, two of the Company’s Board Members resigned and the remaining Board of Directors appointed three new Board Members, including a representative of AJP. On July 14, 2022, the Board of Directors appointed two additional Board Members including Peter Liu, the Company’s Chief Executive Officer.

 

On September 23, 2021, the company entered into a Sales Agreement with the Sales Agent, to sell shares of its common stock, $0.001 par value per share, having an aggregate offering price of up to $41,637 from time to time, through a new at-the-market program (“ATM Program”). Under the terms of the Sales Agreement, the Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds from each sale of common stock sold through it under the Sales Agreement. From January 1, 2022, through January 4, 2022, the Company issued and sold an aggregate of 45,305 shares of its common stock at an average price per share of $0.99 under the ATM Program for net proceeds of approximately $45.