SONIM TECHNOLOGIES INC

For the period ended Sep 19, 2025. Filed Sep 19, 2025.

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Sep 19, 2025 · Filed Sep 19, 2025

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SONM$2.13-7.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Sonim Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Sonim Technologies, Inc. 4445 Eastgate Mall, Suite 200 San Diego, CA 92121

Notice of 2025 Special Meeting

and Proxy Statement

Date and Time:	Thursday, October 16, 2025 9:00 a.m., Pacific Time
Location:	Participate virtually at www.proxydocs.com/SONM

Sonim Technologies, Inc. 4445 Eastgate Mall, Suite 200 San Diego, CA 92121

NOTICE OF 2025 SPECIAL MEETING OF STOCKHOLDERS

Date and Time:	Thursday, October 16, 2025 9:00 a.m., Pacific Time
Virtual Meeting:	Participate online at www.proxydocs.com/SONM
Record Date:	Close of business on September 15, 2025

To our Stockholders:

Sonim Technologies, Inc. (“Sonim,” the “Company,” or “we”) will hold its 2025 Special Meeting of Stockholders (the “Special Meeting”) on Thursday, October 16, 2025, at 9:00 a.m., Pacific Time. To provide the opportunity for participation by a broader group of stockholders and provide a consistent and convenient experience to all stockholders regardless of location, the Special Meeting will be held in a virtual-only meeting format. Stockholders will not be able to physically attend the Special Meeting.

If you are a registered stockholder or beneficial owner of our common stock at the close of business on September 15, 2025, the record date of our Special Meeting, you may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live audio webcast by visiting www.proxydocs.com/SONM and using the 12-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

At the Special Meeting, holders of our outstanding shares of common stock will be asked to consider and vote upon the following proposals:

1.	To approve an amendment to our certificate of incorporation to effect a reverse split stock of our outstanding common stock at a ratio of not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of our board of directors and with such action to be effected at such time and date, if at all, as determined by the board of directors prior to the one-year anniversary of the date on which the reverse stock split is approved by our stockholders at the Special Meeting without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”);
2.	To approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 1,000,000,000 shares (the “Authorized Shares Proposal”);
3.	To approve an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended, to increase the aggregate number of shares of common stock authorized for issuance by 1,000,000 shares (the “Equity Incentive Plan Increase Proposal”); and
4.	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 Reverse Stock Split Proposal, the Authorized Shares Proposal, or the Equity Incentive Plan Increase Proposal (the “Adjournment Proposal”).

You may vote on these matters virtually or by proxy. Each outstanding share of our common stock is entitled to one vote. Whether or not you plan to virtually attend the Special Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes (see “How do I vote?” on page 3 in the accompanying proxy statement):

1.	Vote online or by telephone, by following the instructions included with the proxy card; or
2.	Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

This proxy statement and the form of proxy were first sent or given to stockholders on or about September 19, 2025.

If you have any questions or require any assistance with voting your shares, please contact Sodali & Co, our proxy solicitor assisting us in connection with the Special Meeting:

430 Park Avenue, 14th Floor

New York, New York 10022

Stockholders Call Toll-Free in North America: (800) 662-5200

Outside of North America Call Collect: (203) 658-94000

E-mail: SONM@investor.sodali.com

By Order of the Board of Directors,
Name:	Clay Crolius
Title:	Secretary

San Diego, California

September 19, 2025

TABLE OF CONTENTS

	Page
Proxy Statement	1
Important Information Regarding Delivery of Proxy Materials	1
Cautionary Note Regarding Forward-Looking Statements	2
Website Information	2
General Information about 2025 Special Meeting	3
	When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?	3
	Why did I receive these proxy materials?	3
	Who is soliciting my vote?	3
	When is the record date for the Special Meeting?	3
	How many votes do I have?	3
	How do I vote?	3
	How does the Board recommend that I vote on the proposals?	4
	Are there any matters to be voted on at the Special Meeting that are not included in this proxy statement?	5
	May I change or revoke my proxy?	5
	What does it mean if I receive more than one set of materials?	5
	How is a quorum reached?	5
	What is the effect if I fail to give voting instructions to my broker, bank, or other nominee?	6
	What are my voting options with respect to each proposal and how many votes are required to approve each proposal?	6
	What are the costs of soliciting these proxies?	7
	How are votes counted?	7
	How do I attend the Special Meeting?	7
	Will there be a question and answer session?	7
	What if I need technical assistance?	7
	How can I know the voting results?	7
Proposal 1 — Reverse Stock Split	8
Proposal 2 — Increase of Authorized Shares of Common Stock	16
Proposal 3 — Increase of the Shares Available under the Sonim Technologies, Inc. 2019 Equity Incentive Plan	19
Proposal 4 — Adjournment Proposal	29
Executive and Director Compensation	29
Security Ownership of Certain Beneficial Owners and Management	38
Other Matters	40
	Householding of proxy materials	40
	Stockholder proposals for the 2026 annual meeting of stockholders	40
Annex A — Certificate of Amendment to Certificate of Incorporation: Reverse Stock Split	A-1
Annex B — Certificate of Amendment to Certificate of Incorporation: Authorized Share Increase	B-1
Annex C — Amended Sonim Technologies, Inc. 2019 Equity Incentive Plan	C-1

Sonim Technologies, Inc. 4445 Eastgate Mall, Suite 200 San Diego, California 92121

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