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SONIM TECHNOLOGIES INC

For the period ended Sep 30, 2025. Filed Oct 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 31, 2025

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001641172-25-022821

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0001493152-25-020310

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 102 current paragraphs.

49 unchanged; 32 reworded; 20 added; 6 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

On October 27, 2025, the Company effected a 1-for-18 reverse stock split of its issued and outstanding common stock (the “2025 Reverse Stock Split”). On the same date, our common stock began trading on the Nasdaq Capital Market on a post-split basis. As a result of the 2025 Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 27, 2025, was automatically converted into one-eighteenth (1/18) of a share of common stock. The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share instead received a cash payment equal to the fraction of which a stockholder would otherwise be entitled multiplied by $16.8678, which is the closing price per share of common stock on October 20, 2025 (as reported by the Nasdaq Capital Market), as adjusted to give effect to the reverse stock split.

Current report

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding stock options, restricted stock units, and warrants entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.

Current report

All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the 2025 Reverse Stock Split.

Current report

We prioritized adjustments to the Company’s capital structure to better align with our long-term strategy. On October 16, 2025, at a special meeting of stockholders, our stockholders approved an amendment to our amended and restated certificate of incorporation increasing the authorized shares of our common stock from 100,000,000 to 1,000,000,000. The amendment was filed with the Secretary of State of the State of Delaware on October 16, 2025. Our board believes it is in the best interests of the Company and its stockholders to have additional authorized shares available. The primary purpose of the amendment is to provide greater flexibility in managing our common stock for general corporate purposes that our board may, from time to time, deem advisable, which could include, without limitation: (i) financing activities, including the ChEF facility; (ii) stock dividends or splits; (iii) conversions of convertible securities; (iv) issuances of stock options and other equity awards under our incentive plans; and (v) establishing strategic relationships. Having an increased number of authorized but unissued shares allows the Company to act promptly on corporate opportunities without the delay and expense of convening a special meeting of stockholders to approve a further increase in capitalization.

Current report

On September 29, 2025, the Company entered into a ChEF purchase agreement (the “ChEF Agreement”) and registration rights agreement (the “Registration Rights Agreement”), each with Chardan Capital Markets LLC (“Chardan”) related to a “ChEF,” Chardan’s committed equity facility (the “Facility”).

Current report

Pursuant to the ChEF Agreement, the Company has the right from time to time at its option to sell to Chardan up to the lesser of (i) $500.0 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) the Exchange Cap (as defined in the ChEF Agreement), subject to certain conditions and limitations set forth in the Purchase Agreement and applicable Nasdaq listing rules. The Company is under no obligation to sell any securities to Chardan under the ChEF Agreement.

Current report

While there are distinct differences, the facility pursuant to the ChEF Agreement is structured similarly to a traditional “at-the-market” equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis. The net proceeds from any sales under the ChEF Purchase Agreement will depend on the frequency with, and prices at, which the shares of our common stock are sold to Chardan. The registration statement in connection with the Facility became effective on October 29, 2025.

Current report

In connection with the close on the capital investment on May 12, 2025, the Company issued warrants to Roth to purchase up to 1,375 shares of our common stock, as adjusted for the Reverse Stock Splits, on July 2, 2025. Each warrant has an exercise price of $24.912 per share, as adjusted for the Reverse Stock Splits.

Current report

Total net revenues for the three months ended September 30, 2025, increased by $1.2 million compared to 2024. This increase reflects $2.4 million in sales of the H500 hotspot that launched in the fourth quarter of 2024 and $1.6 million in sales of the MegaConnect hotspot that was launched in 2025. These increases were partially offset by a net decrease of $3.0 million in sales of our feature phones, due to declining demand for our legacy feature phones.

Current report

Total net revenues for the fourth quarter of 2025 are expected to decline sequentially from the third quarter due to holiday-related seasonality. We do not expect to generate revenue from the current business following the closing of the Asset Purchase Agreement, which we anticipate occurring in late 2025 or early 2026. If the Asset Purchase Agreement does not close in 2025, we expect a further decline in operating revenue from the current business in 2026, because we anticipate permitting the Buyer to manufacture and sell our products pending the consummation of the Asset Purchase Agreement as one of the contemplated approaches to our transition plan.

Current report

Total net revenues for the nine months ended September 30, 2025, increased by $0.8 million compared to 2024. Hotspot revenue increased $6.5 million with the launch of the H500 and the MegaConnect hotspots. Smartphone revenue also increased by $4.1 million due to the expiration of customer allowance in 2025. The nine months ended September 30, 2024, include $7.7 million in revenue from white label products sold to a related party, and we had no white label revenue in 2025.

Current report

Cost of revenues for the three months ended September 30, 2025, increased by $3.6 million as compared to 2024. This increase reflects the lower margins on the H500 as compared to phones and the lower margins on the XP Pro as compared to the XP10.

Current report

Gross profit for the three months ended September 30, 2025, decreased by $2.4 million compared to 2024. This increase reflects the lower margins on the H500 as compared to phones, and the lower margins on the XP Pro as compared to the XP10.

Current report

Sales and marketing expenses for the three months ended September 30, 2025, decreased by $0.6 million compared to 2024 primarily due to a shift in executive costs from sales and marketing to general and administrative expenses.

Current report

Interest expense for the three and nine months ended September 30, 2025, primarily relates to the Notes, which includes contractual interest expense and the amortization of the debt discount and debt issuance costs, and interest related to accounts receivable financing.

Current report

During the nine months ended September 30, 2025, we reported a net loss of $11.8 million and used $21.5 million in operating cash flow. As of September 30, 2025, our principal source of liquidity consisted of cash and cash equivalents totaling $2.1 million. The Company expects to close the Asset Purchase Agreement at the end of 2025 or the beginning of 2026. Once the Asset Purchase Agreement closes, the Company will have no revenue from the existing business. The Company is investigating strategic alternatives for the remaining assets of the Company following the closure of the Asset Purchase Agreement. The uncertainty regarding the Asset Purchase Agreement and the ability of the Company to implement strategic alternatives after the closing of the Asset Purchase Agreement creates uncertainty regarding the Company’s ability to forecast beyond the asset sale date. There is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.
Removed paragraphs (6)

Previous report

For additional information, refer to Note 11, Subsequent Events, to the condensed consolidated financial statements contained within this report.

Previous report

Total net revenues for the three months ended June 30, 2025, decreased by $0.3 million compared to 2024. This decrease reflects the decrease in sales of our legacy phones, partially offset by sales of replacement products that were launched after the second quarter of 2024. During the second quarter of 2025, certification and testing delayed shipments of our new XP Pro smartphone that replaced our legacy XP10 smartphone. We expect sales of our XP Pro to increase in the third quarter of 2025 as our production increases to meet demand and as we launch the product with additional carriers. Third quarter of 2025 revenue for our XP Pro with a thermal camera will be higher because shipments that were expected to be completed in the second quarter were delayed and were delivered in July of 2025.

Previous report

Total net revenues for the six months ended June 30, 2025, decreased by $0.4 million compared to 2024. The six months ended June 30, 2024, includes $7.7 million in revenue from white label products sold to a related party, and we had no white label revenue in 2025. The six months ended June 30, 2025, includes $5.5 million related to the expiration of customer allowance agreements as three of our legacy phones approach end-of-life. Sales of our H500 hotspot that we launched with a U.S. carrier in the second half of 2024 increased revenue in 2025 by $2.0 million. We expect an increase in revenue in the second half of 2025 as our new XP Pro launches with additional carriers, as shipments of our XP Pro with a thermal camera increase, and after we launch our new HPUE hotspot.

Previous report

Cost of revenues for the three months ended June 30, 2025, increased by $1.8 million as compared to 2024. The second quarter of 2025 included $1.1 million related to the impairment of contract fulfillment assets, as well as additional costs related to tariffs.

Previous report

Gross profit for the three months ended June 30, 2025, decreased by $2.1 million compared to 2024 primarily due to the $1.1 million impairment of contract fulfillment assets, as well as additional costs related to tariffs in the second quarter of 2025. Gross margin for the three months ended June 30, 2025, was 8%, which reflects the negative impact of the impairment of contract fulfillment assets and additional tariff costs mentioned above, compared to 17% in 2024.

Previous report

During the six months ended June 30, 2025, we reported a net loss of $7.0 million and used $14.5 million in operating cash flow. As of June 30, 2025, our principal source of liquidity consisted of cash and cash equivalents totaling $2.0 million. Subsequent to June 30, 2025, we received net proceeds of approximately $4.8 million from the sale of shares through our registered public offering and net proceeds of approximately $2.3 million from the sale of the July Note. We also have access to up to $2.5 million under our Receivables Financing Agreement. Subsequent to June 30, 2025, we signed an additional receivables financing agreement for international receivables, which gives us access to up to €3.0 million. As a result of the July Note, we are obligated to use not less than 33% of the amount raised in any fundraising or financing transaction for prepayment of the July Note. We plan to continue to leverage multiple sources of liquidity to maintain flexibility to meet our capital needs. We expect these sources of liquidity to be sufficient to offset any future operating losses and to fund the development of new products over the next year. Increased revenue from new products is expected to further improve cash flow over the next year. We expect to meet all obligations with existing cash and subsequent funding for a period of at least one year from the date of release of the consolidated financial statements included in this Quarterly Report on Form 10-Q.
Reworded paragraphs (32)

Previous wording

Additionally, the XP10 is available through the Company’s distribution partners in EMEA and Australia. Most of these products are supported by the SonimWare™ platform and enterprise services. In the first half of 2025, all of our new products that launched with tier-one carriers in the United States included a certification associated with carrier first responder initiatives, including FirstNet Ready, FirstNet Trusted, Verizon Frontline Certified, and T-Mobile certified for T-Priority. In the first half of 2025 we also announced the upcoming launch and availability of the XP Pro Thermal 5G smartphone for Europe which includes an SDK-enabled Sonim IRIS software for custom application development and an integrated thermal camera by FLIR® that benefits a number of vertical trades such as electricians, plumbers, public safety, construction, agriculture, amongst others.

Current wording

Most of these products are supported by the SonimWare™ platform and enterprise services. In 2025, all of our new products that launched with tier-one carriers in the United States included a certification associated with carrier first responder initiatives, including FirstNet Ready, FirstNet Trusted, Verizon Frontline Certified, and T-Mobile certified for T-Priority. In 2025, we launched the XP Pro Thermal 5G smartphone for Europe which includes an SDK-enabled Sonim IRIS software for custom application development and an integrated thermal camera by FLIR® that benefits a number of vertical trades such as electricians, plumbers, public safety, construction, agriculture, amongst others.

Previous wording

With the primary sales channels in the U.S. and Canada consisting of large wireless carriers, the Company’s customer base is highly concentrated. For the six months ended June 30, 2025, wireless carriers contributed 86% of our total net revenues, 20% of which related to the expiration of customer allowance agreements as three of our legacy phones approach end-of-life, with our top three carrier customers accounting for 74% of our total net revenues, 18% of which related to the expiration of customer allowance agreements. Our rugged smartphones represented 57% of our total net revenues, 19% of which related to the expiration of customer allowance agreements, while feature phones were 31% of our total net revenues, and connected solutions were 11% of our total net revenues. For the three months ended June 30, 2025, wireless carriers contributed 88% of our total net revenues, with our top three carrier customers accounting for 80% of our total net revenues. Our rugged smartphones represented 43% of our total net revenues, while feature phones were 34% of our total net revenues, and connected solutions were 20% of our total net revenues.

Current wording

With the primary sales channels in the U.S. and Canada consisting of large wireless carriers, the Company’s customer base is highly concentrated. For the nine months ended September 30, 2025, wireless carriers contributed 83% of our total net revenues, 12% of which related to the expiration of customer allowance agreements as three of our legacy phones approach end-of-life, with our top three carrier customers accounting for 69% of our total net revenues, 11% of which related to the expiration of customer allowance agreements. Our rugged smartphones represented 54% of our total net revenues, 12% of which related to the expiration of customer allowance agreements, while feature phones were 28% of our total net revenues, and connected solutions were 16% of our total net revenues. For the three months ended September 30, 2025, wireless carriers contributed 78% of our total net revenues, with our top three carrier customers accounting for 59% of our total net revenues. Our rugged smartphones represented 50% of our total net revenues, while feature phones were 23% of our total net revenues, and connected solutions were 25% of our total net revenues.

Previous wording

Pending Asset Purchase Agreement with Social Mobile and Announced Strategic Initiatives

Current wording

Pending Asset Purchase Agreement with Social Mobile and Company’s Strategic Initiatives

Previous wording

Pursuant to the Asset 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 $15.0 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 $5.0 million in the form of an earn-out payment, if earned. The Asset Purchase Agreement permits the Company to pursue a reverse merger (“RTO”) with the currently anticipated target or an alternative target, provided that any such transaction is complementary to and not a substitute for the transactions contemplated by the Asset Purchase Agreement.

Current wording

Pursuant to the Asset 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 $15.0 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 $5.0 million in the form of an earn-out payment, if earned.

Previous wording

Because the transaction contemplates the sale of substantially all of the Company’s assets, the Company concurrently announced a strategic initiative to pursue a potential RTO, in addition to completing the asset sale, with the objective of maximizing stockholder value. If consummated, the RTO would allow the public company to continue as an SEC-reporting entity under a new name and trading symbol, and with a new business focus. There can be no assurance that the Asset Purchase Agreement or any RTO transaction will ultimately be consummated timely or at all.

Current wording

Because the transaction contemplates the sale of substantially all of the Company’s assets, the Company is pursuing alternative strategies, in addition to completing the asset sale, with the objective of maximizing stockholder value. There can be no assurance that the Asset Purchase Agreement or any additional transaction will ultimately be consummated timely or at all.

Previous wording

As of the filing date of this report, Sonim is completing the development, testing and certification of new products that it expects to launch in the second half of 2025 with various carriers.

Current wording

As of the filing date of this report, Sonim is completing the development, testing and certification of an updated 5G version of the Company’s XP5plus.

Previous wording

On May 12, 2025, we consummated a private placement with two investors and sold 1,100,000 shares of our common stock and warrants to purchase up to 550,000 shares of our common stock for an exercise price of $1.3864 per share for an aggregate purchase price of $1.38 million. We used the net proceeds from the private placement for working capital and general corporate purposes.

Current wording

On May 12, 2025, we consummated a private placement with two investors and sold 61,111 shares of our common stock, as adjusted for the Reverse Stock Splits, and warrants to purchase up to 30,555 shares of our common stock, as adjusted for the Reverse Stock Splits, for an exercise price of $24.9552 per share, as adjusted for the Reverse Stock Splits, for an aggregate purchase price of $1.38 million. We used the net proceeds from the private placement for working capital and general corporate purposes. On August 7, 2025, the Company and the investor entered into an amendment to reduce the exercise price of the warrants to $13.50 per share, as adjusted for the Reverse Stock Splits.

Previous wording

On April 29, 2024, we consummated a private placement with a single investor and sold 350,000 shares of our common stock (as adjusted for the Reverse Stock Split) and warrants to purchase up to 350,000 shares of our common stock for an exercise price of $11.00 per share (as adjusted for the Reverse Stock Split) for an aggregate purchase price of $3.85 million. We used the net proceeds from the private placement for working capital and general corporate purposes.

Current wording

On April 29, 2024, we consummated a private placement with a single investor and sold 19,444 shares of our common stock, as adjusted for the Reverse Stock Splits, and warrants to purchase up to 19,444 shares of our common stock for an exercise price of $198.00 per share, as adjusted for the Reverse Stock Splits, for an aggregate purchase price of $3.85 million. We used the net proceeds from the private placement for working capital and general corporate purposes. On August 7, 2025, the Company and the investor entered into an amendment to reduce the exercise price of the warrants to $13.50 per share, as adjusted for the Reverse Stock Splits.

Previous wording

On August 6, 2024, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”). Pursuant to the Sales Agreement, the Company could sell up to an aggregate of $8.9 million in shares of common stock through Roth, as sales agent. During the six months ended June 30, 2025, a total of 3,480,277 shares of common stock were sold under the Sales Agreement for net proceeds of $8.2 million after payment of commission fees and other related expenses of $0.3 million. As of June 30, 2025, the Company has completed its sales of shares of common stock under the Sales Agreement and the ATM program has been terminated.

Current wording

On August 6, 2024, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”). Pursuant to the Sales Agreement, the Company could sell up to an aggregate of $8.9 million in shares of common stock through Roth, as sales agent. During the nine months ended September 30, 2025, a total of 193,405 shares of common stock, as adjusted for the Reverse Stock Splits, were sold under the Sales Agreement for net proceeds of $8.2 million after payment of commission fees and other related expenses of $0.3 million. In the second quarter of 2025, the Company completed its sales of shares of common stock under the Sales Agreement and terminated the ATM program.

Previous wording

On July 2, 2025, the Company consummated a best-efforts public offering (the “Offering”) of 7,400,000 shares of its common stock at a public offering price of $0.75 per share. In connection with the Offering, the Company entered into a securities purchase agreement with certain investor signatories thereto for the purchase of shares of common stock described above.

Current wording

On July 2, 2025, the Company consummated a best-efforts public offering (the “Offering”) of 411,111 shares of its common stock, as adjusted for the Reverse Stock Splits, at a public offering price of $13.50 per share, as adjusted for the Reverse Stock Splits. In connection with the Offering, the Company entered into a securities purchase agreement with certain investor signatories thereto for the purchase of shares of common stock described above.

Previous wording

Roth served as the exclusive placement agent in connection with the Offering. The Company paid Roth a cash fee of 7.0% of the aggregate gross proceeds raised at the closing of the Offering, and reimbursement of certain expenses and legal fees in the amount of $0.1 million. The Company also issued to designees of Roth warrants to purchase up to an aggregate of 208,875 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $0.75 per share, are not exercisable until January 2, 2026, and expire on July 2, 2030.

Current wording

Roth served as the exclusive placement agent in connection with the Offering. The Company paid Roth a cash fee of 7.0% of the aggregate gross proceeds raised at the closing of the Offering, and reimbursement of certain expenses and legal fees in the amount of $0.1 million. The Company also issued to designees of Roth warrants to purchase up to an aggregate of 11,604 shares of common stock, as adjusted for the Reverse Stock Splits (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $13.50 per share, as adjusted for the Reverse Stock Splits, are not exercisable until January 2, 2026, and expire on July 2, 2030.

Previous wording

To improve its liquidity, on September 23, 2024, the Company entered into an invoice purchase agreement (the “Receivables Financing Agreement”) with LS DE LLC (“LS”), pursuant to which LS will provide receivables factoring to the Company, pursuant to which LS will advance 80% of the face value of the receivables being sold by the Company, up to a maximum of $2.5 million of eligible customer invoices from the Company. As of June 30, 2025, there were no borrowings outstanding under the Receivables Financing Agreement. For additional information, refer to Note 1, The Company and Its Significant Accounting Policies, to the condensed consolidated financial statements contained within this report under the title “Receivables Financing Agreement.”

Current wording

To improve its liquidity, on September 23, 2024, the Company entered into an invoice purchase agreement with LS DE LLC (“LS”), pursuant to which LS will provide receivables factoring to the Company, pursuant to which LS will advance 80% of the face value of the receivables being sold by the Company, up to a maximum of $2.5 million of eligible customer invoices from the Company. As of September 30, 2025, this agreement is terminated.

Previous wording

To improve its liquidity, on August 7, 2025, the Company entered into a factoring agreement (the “Additional Receivables Financing Agreement”) with Tradewind GmbH (“Tradewind”), pursuant to which Tradewind will provide international receivables factoring to the Company, pursuant to which Tradewind will advance 85% of the face value of the receivables being sold by the Company, up to a maximum of €3.0 million of eligible customer invoices from the Company. For additional information, refer to Note 11, Subsequent Events, to the condensed consolidated financial statements contained within this report under the title “Additional Receivables Financing Agreement.”

Current wording

To improve its liquidity, on August 7, 2025, the Company entered into a factoring agreement (the “Receivables Financing Agreement”) with Tradewind GmbH (“Tradewind”), pursuant to which Tradewind will provide international receivables factoring to the Company, pursuant to which Tradewind will advance 85% of the face value of the receivables being sold by the Company, up to a maximum of €3.0 million of eligible customer invoices from the Company. For additional information, refer to Note 3, Significant Balance Sheet Components, to the condensed consolidated financial statements contained within this report under the title “Receivables Financing Agreement.”

Previous wording

On February 21, 2025, the Company entered into the Purchase Agreement with the Lender pursuant to which the Company issued and sold to the Lender the Note. Starting on August 21, 2025, the Lender may exercise its right to redeem up to $330,000 of the Note per calendar month. For additional information, refer to Note 4, Promissory Note, to the condensed consolidated financial statements contained within this report.

Current wording

On February 21, 2025, the Company entered into the Purchase Agreement with the Lender pursuant to which the Company issued and sold to the Lender the Note. Starting on August 21, 2025, the Lender may exercise its right to redeem up to $330,000 of the Note per calendar month. During the three months ended September 30, 2025, the Company and the Lender entered into certain exchange agreements whereby the Company issued 30,188 shares, as adjusted for the Reverse Stock Splits, in exchange for payment-in-full of $375 in principal balance of the February Note. For additional information, refer to Note 4, Promissory Notes, to the condensed consolidated financial statements contained within this report under the title “February Purchase Agreement.”

Previous wording

On July 11, 2025, the Company entered into an additional note purchase agreement with the Lender pursuant to which the Company issued and sold to the Lender an additional promissory note (the “July Note”). Starting on January 11, 2026, the Lender may exercise its right to redeem up to $275,000 of the July Note per calendar month. Additionally, the July Note was secured by a first-priority interest in all of the Company’s assets. The July Note requires the Company to prepay an amount equal to not less than 33% of the net proceeds received from any equity or debt financing. For additional information, refer to Note 11, Subsequent Events, to the condensed consolidated financial statements contained within this report.

Current wording

On July 11, 2025, the Company entered into an additional note purchase agreement with the Lender pursuant to which the Company issued and sold to the Lender an additional promissory note (the “July Note,” and together with the February Note, the “Notes”). Starting on January 11, 2026, the Lender may exercise its right to redeem up to $275,000 of the July Note per calendar month. Additionally, the July Note was secured by a first-priority interest in all of the Company’s assets. The July Note requires the Company to prepay an amount equal to not less than 33% of the net proceeds received from any equity or debt financing. For additional information, refer to Note 4, Promissory Notes, to the condensed consolidated financial statements contained within this report under the title “July Purchase Agreement.”

Previous wording

The non-recurring costs associated with design and development of new products for technical approval represent costs to fulfill a contract pursuant to ASC 340-40,Other Assets and Deferred Costs. Accordingly, the Company capitalizes these contract fulfillment costs and amortizes such costs over the estimated period of time that the product will be sold, which is typically three to four years. As of June 30, 2025, and December 31, 2024, the net contract fulfillment assets were $8,014 and $6,399, respectively.

Current wording

The non-recurring costs associated with design and development of new products for technical approval represent costs to fulfill a contract pursuant to ASC 340-40,Other Assets and Deferred Costs. Accordingly, the Company capitalizes these contract fulfillment costs and amortizes such costs over the estimated period of time that the product will be sold, which is typically three to four years. As of September 30, 2025, and December 31, 2024, the net contract fulfillment assets were $9,053 and $6,399, respectively.

Previous wording

If the Company determines that such contract fulfillment costs are not expected to be recovered, it records an impairment in the period such determination is made. During the three months ended June 30, 2024, the Company recorded an impairment of contract fulfillment assets of $3.2 million due to a decrease in projected profit of one of its hotspots and the cancellation of a consumer durable product. This product was cancelled because higher than anticipated manufacturing costs eliminated the expected profit margin on the product. During the three months ended June 30, 2025, the Company recorded an impairment of contract fulfillment assets of $1.1 million due to the end of life of a legacy smartphone, which is included in cost of revenues in the Condensed Consolidated Statements of Operations.

Current wording

If the Company determines that such contract fulfillment costs are not expected to be recovered, it records an impairment in the period such determination is made. During the nine months ended September 30, 2024, the Company recorded an impairment of contract fulfillment assets of $3.2 million due to a decrease in projected profit of one of its hotspots and the cancellation of a consumer durable product. This product was cancelled because higher than anticipated manufacturing costs eliminated the expected profit margin on the product. During the nine months ended September 30, 2025, the Company recorded an impairment of contract fulfillment assets of $1.1 million due to the end of life of a legacy smartphone, which is included in cost of revenues in the Condensed Consolidated Statements of Operations.

Previous wording

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results to be expected for the full year or in any future period. Historically, we have experienced higher revenues following the release of new products and start of sales with additional carriers and distributors.

Current wording

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results to be expected for the full year or in any future period. Historically, we have experienced higher revenues following the release of new products and start of sales with additional carriers and distributors.

Previous wording

Cost of revenues for the six months ended June 30, 2025, decreased by $3.7 million as compared to 2024. The six months ended June 30, 2025, includes $5.5 million in revenue related to the expiration of customer allowance agreements, which had no related cost of revenues. The six months ended June 30, 2024, had higher cost of revenues from white label product sales that had a cost of revenues percentage of approximately 94%.

Current wording

Cost of revenues for the nine months ended September 30, 2025, decreased by $0.1 million as compared to 2024. The nine months ended September 30, 2025, include $5.4 million in revenue related to the expiration of customer allowance agreements, which had no related cost of revenues. The nine months ended September 30, 2024, had higher cost of revenues from white label product sales that had a cost of revenues percentage of approximately 94%.

Previous wording

Gross profit for the six months ended June 30, 2025, increased by $3.3 million compared to 2024 primarily due to the $5.5 million in revenue related to the expiration of customer allowance agreements in 2025. Gross margin for the six months ended June 30, 2025, was 33%, which reflects the positive impact from the expiration of customer allowance agreements that have no related cost of sales, compared to 21% in 2024, which reflects the negative impact of white label products that had a gross margin of approximately 6%.

Current wording

Gross profit for the nine months ended September 30, 2025, increased by $0.9 million compared to 2024 primarily due to the $5.4 million in revenue related to the expiration of customer allowance agreements in 2025. Gross margin for the nine months ended September 30, 2025, was 25%, which reflects the positive impact from the expiration of customer allowance agreements that have no related cost of sales, net of the impact of the decrease in sales of our legacy products, which had higher margins in the aggregate, and the increase in the sales of our new and replacement products, which have lower margins in aggregate, compared to 23% in 2024, which reflects the negative impact of white label products that had a gross margin of approximately 6%.

Previous wording

R&D expenses for the three months ended June 30, 2025, increased by $0.4 million compared to 2024, primarily due to there being limited R&D projects during the second quarter of 2024. In 2025, R&D expenses were primarily from internal work on the development of new variants of our XP Pro, including a version with a thermal camera, the HPUE hotspot, the XP400 phone for Europe, and the updated 5G version of our XP3plus. In the third quarter of 2025 we expect to continue to incur R&D expenses for many of these products.

Current wording

R&D expenses for the three months ended September 30, 2025, decreased by $0.5 million compared to 2024, primarily due to there being limited R&D projects during the third quarter of 2025 since most our new products launched throughout the first three quarters of 2025.

Previous wording

R&D expenses for the six months ended June 30, 2025, increased by $1.5 million compared to 2024, primarily due to there being limited R&D projects during the first half of 2024. In 2025, R&D expenses were primarily from internal work on the development of new variants of our XP Pro, including a version with a thermal camera, the HPUE hotspot, the XP400 phone for Europe, and the updated 5G version of our XP3plus.

Current wording

R&D expenses for the nine months ended September 30, 2025, increased by $1.0 million compared to 2024, primarily due to there being limited R&D projects during the first half of 2024. In 2025, R&D expenses were primarily from internal work on the development of new variants of our XP Pro, including a version with a thermal camera, the HPUE hotspot, the XP400 phone for Europe, and the updated 5G version of our XP3plus.

Previous wording

Sales and marketing expenses for the three months ended June 30, 2025, increased by $0.2 million compared to 2024 primarily due to an increase in marketing spend to support new products in 2025, and compliance work for Europe.

Current wording

Sales and marketing expenses for the nine months ended September 30, 2025, increased by $0.4 million compared to 2024 primarily due to an increase in marketing spend to support new products in the first half of 2025, and compliance work for Europe.

Previous wording

General and administrative expenses for the three months ended June 30, 2025, increased by $0.8 million compared to 2024 primarily due to an increase in legal and other expenses related to the hostile takeover attempt, and the divestiture activity being pursued by the Company.

Current wording

General and administrative expenses for the three months ended September 30, 2025, increased by $0.3 million compared to 2024 primarily due to an increase in legal and other expenses related to the hostile takeover attempt and the divestiture activity being pursued by the Company.

Previous wording

General and administrative expenses for the six months ended June 30, 2025, increased by $1.0 million compared to 2024 primarily due to an increase in legal expenses.

Current wording

General and administrative expenses for the nine months ended September 30, 2025, increased by $1.3 million compared to 2024 primarily due to an increase in legal and other expenses related to the hostile takeover attempt and the divestiture activity being pursued by the Company.

Previous wording

Impairment of contract fulfillment assets for both the three and six months ended June 30, 2024, was $3.2 million, resulting from the Company’s determination that it would not recover the contract fulfillment costs capitalized due to a decrease in projected profit for one of its hotspots and the cancellation of the consumer durable product.

Current wording

Impairment of contract fulfillment assets for the nine months ended September 30, 2024, was $3.2 million, resulting from the Company’s determination that it would not recover the contract fulfillment costs capitalized due to a decrease in projected profit for one of its hotspots and the cancellation of the consumer durable product.

Previous wording

Historically, we have funded operations from a combination of public and private equity financings, and through the issuance of debt. During the six months ended June 30, 2025 we received net proceeds of $9.0 million from the sale of our common stock, and we received net proceeds of $2.8 million from the issuance of the Note.

Current wording

Historically, we have funded operations from a combination of public and private equity financings, and through the issuance of debt. During the nine months ended September 30, 2025 we received net proceeds of $13.8 million from the sale of our common stock, and we received net proceeds of $5.1 million from the issuance of the Notes.

Previous wording

For the six months ended June 30, 2025, cash used in operating activities was $14.5 million, primarily attributable to net cash used in a change in net operating assets and liabilities of $6.2 million and a net loss of $7.0 million, excluding net non-cash operating activity of $1.3 million. The change in net operating assets and liabilities was primarily due to net payments made on accounts payable and accrued liabilities and an increase in contract fulfillment assets, which are capitalized costs for product certifications, partially offset by a decrease in accounts receivable. Non-cash charges primarily consist of $5.5 million related to the expiration of customer allowance agreements, $1.9 million in depreciation and amortization, $1.2 million for stock-based compensation, and $1.1 million for the impairment of contract fulfillment assets related to the end of life of our legacy products.

Current wording

For the nine months ended September 30, 2025, cash used in operating activities was $21.5 million, primarily attributable to a net loss of $11.7 million and net cash used in a change in net operating assets and liabilities of $9.7 million. The change in net operating assets and liabilities was primarily due to net payments made on accounts payable, an increase in non-trade receivables, and an increase in contract fulfillment assets, which are capitalized costs for product certifications, partially offset by a decrease in accounts receivable and certain prepaid expenses. Non-cash charges primarily consist of $5.4 million related to the expiration of customer allowance agreements, $2.8 million in depreciation and amortization, $1.4 million for stock-based compensation, and $1.1 million for the impairment of contract fulfillment assets related to the end of life of our legacy products.

Previous wording

For the six months ended June 30, 2024, cash used in operating activities was $3.6 million, primarily attributable to a net loss of $9.5 million, excluding net non-cash operating activity of $5.9 million, partially offset by net cash provided by a change in net operating assets and liabilities of $0.1 million. Non-cash charges primarily consist of $3.2 million in impairment charges related to contract fulfillment assets, $1.7 million in depreciation and amortization, and $0.8 million for stock-based compensation. The change in net operating assets and liabilities was primarily due to a decrease in trade accounts receivable and inventory and an increase in account payables and accrued expenses, partially offset by an increase in non-trade and related party receivables, prepaid inventory, and contract fulfillment assets.

Current wording

For the nine months ended September 30, 2024, cash used in operating activities was $4.0 million, primarily attributable to a net loss of $12.0 million and net cash used in a change in net operating assets and liabilities of $0.3 million, partially offset by non-cash charges of $8.3 million. The change in net operating assets and liabilities was primarily due to a decrease in accounts receivable, net, due to the timing of payments and an increase in accrued liabilities, partially offset by an increase in inventory (primarily due to raw materials inventory), non-trade receivables (primarily purchasing raw materials for our ODMs), related party receivables, and contract fulfillment assets (capitalized costs for product certifications). Non-cash charges primarily consist of $3.2 million in impairment charges related to contract fulfillment assets, $2.6 million in depreciation and amortization, $1.2 million for stock-based compensation, and $1.0 million in inventory write-downs.

Previous wording

For the six months ended June 30, 2025, and 2024, there were no significant investing activities.

Current wording

For the nine months ended September 30, 2025, and 2024, there were no significant investing activities.

Previous wording

For the six months ended June 30, 2025, the Company received $9.0 million in cash, net of issuance costs, from sales of common stock, as well as $2.8 million in net proceeds from the issuance of the Note and repaid $0.6 million borrowed under the Receivables Financing Agreement.

Current wording

For the nine months ended September 30, 2025, the Company received $13.8 million in cash, net of issuance costs, from sales of common stock, as well as $5.1 million in net proceeds from the issuance of the Note and repaid $0.6 million borrowed under the LSQ Receivables Financing Agreement.

Previous wording

For the six months ended June 30, 2024, the Company received $3.8 million in cash, net of issuance costs, from an investor for the purchase of its shares and the issuance of warrants.

Current wording

For the nine months ended September 30, 2024, the Company received $3.8 million in cash, net of issuance costs, from an investor for the purchase of shares and the issuance of warrants, as well as ATM sales.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For additional information, refer to Note 5, Stockholders’ Equity, to the condensed consolidated financial statements contained within this report under the title “ChEF Purchase Agreement.”
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Sales and marketing expenses for the six months ended June 30, 2025, increased by $1.0 million compared to 2024 primarily due to an increase in marketing spend to support new products in 2025, and compliance work for Europe.