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CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 30, 2025, Sonim Technologies, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Asset Purchase Agreement (as defined below).
As of December 17, 2025, the record date for the Special Meeting, there were 1,488,268 shares of the Company’s common stock, par value $0.001 per share, outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 886,409 shares of common stock, representing approximately 59.6% of the shares of common stock outstanding and entitled to vote, 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 Special Meeting.
Proposal 1: The stockholders approved a proposal to approve the asset purchase agreement, dated as of July 17, 2025, (as amended, the “Asset Purchase Agreement”) by and among the Company, Pace Car Acquisition LLC, (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, the sale of substantially all assets of the Company and its subsidiaries (the “Asset Sale”) related to the Company’s enterprise 5G solutions business, including rugged handsets, smartphones, wireless internet device, software, services, and accessories (the “Legacy Business”) and the other transactions contemplated by the Asset Purchase Agreement (the “Asset Sale Proposal”). The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 761,808 | 124,170 | 431 | — |
Proposal 2: The stockholders approved the proposal to approve, on an advisory, non-binding basis, certain compensation that has, will, or may be paid or become payable to the Company’s named executive officers in connection with the Asset Sale (the “Advisory Compensation Proposal”). The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 646,227 | 237,271 | 2,911 | — |
As a result of the approval of the Asset Sale Proposal, a previously submitted proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”) was rendered moot. Accordingly, the Adjournment Proposal was not presented at the Special Meeting.
For more information on each of the Asset Sale Proposal, the Advisory Compensation Proposal, and the Adjournment Proposal, see the definitive proxy statement filed by the Company with the Securities and Exchange Commission on December 5, 2025, as subsequently supplemented.
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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: December 31, 2025 | By: | /s/ Clay Crolius |
| Name: | Clay Crolius | |
| Title: | Chief Financial Officer | |
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