UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On June 30, 2021, Sonim Technologies, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC (the “Sales Agents”) to sell shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $10,000,000 (the “Shares”), from time to time, through an “at-the-market offering” program (the “ATM Program”).
Pursuant to the terms of the Sales Agreement, sales of the Shares under the ATM Program, if any, will be made through the Sales Agents acting as sales agents or directly to the Sales Agents acting as principal, by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
The offering of Shares under the ATM Program pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of the Shares subject to the Sales Agreement, or (ii) termination of such Sales Agreement as permitted therein.
Under the terms of the Sales Agreement, the Company will pay the Agents a commission equal to 3.0% of the gross proceeds from each sale of Common Stock sold through it under the Sales Agreement. The Company has also provided the Agents with customary indemnification rights and has agreed to pay certain expenses incurred by the Agents in connection with the offering.
The Company intends to use the net proceeds to fund ongoing operations. Pending such use, the Company may invest the net proceeds from the Shares sold under the ATM Program in short-term interest-bearing accounts, securities or similar investments.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Shares sold under the ATM Program will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-254440), filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 18, 2021 and declared effective by the SEC on April 12, 2021, and the prospectus supplement filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act, on June 30, 2021. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of O’Melveny & Myers LLP regarding certain matters of Delaware law, including the validity of the Shares to be sold under the ATM Program.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 1.1 | At Market Issuance Sales Agreement, dated June 30, 2021, by and among Sonim Technologies, Inc., B. Riley Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC. | |
| 5.1 | Opinion of O’Melveny & Myers LLP. | |
| 23.1 | Consent of O’Melveny & Myers LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File - embedded within the Inline XBRL Document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sonim Technologies, Inc. | ||||
| Dated: June 30, 2021 | By: | /s/ Robert Tirva | ||
| Robert Tirva | ||||
| President, Chief Financial Officer and Chief Operating Officer | ||||