Sonim Technologies Inc美股招股说明书(2025-07-01版)

This is an offering of securities by Sonim Technologies, Inc. We are offering, on a best-efforts basis, up to 7,400,000 shares ofour common stock. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in oursecurities. We will have one closing for all the securities purchased in this offering. The public offering price per share will be fixed forthe duration of this offering. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SONM.” The last reported saleprice of our common stock on June 30, 2025, was $1.22. We are a “smaller reporting company” as defined under the federal securities laws and, under applicable Securities andExchange Commission rules, we have elected to comply with certain reduced public company reporting and disclosure requirements. We have agreed to pay the placement agent fees set forth in the table below, which assumes that we sell all of the securitiesoffered by this prospectus. See “Plan of Distribution” on page 71 of this prospectus for more information regarding thesearrangements. (1)We have agreed to (i) pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds raised at the closing ofthis offering and (ii) issue warrants to the placement agent exercisable for a number of shares of common stock equal to 3.0% ofthe total number of shares of common stock issued in this offering. We have also agreed to reimburse the placement agent forcertain expenses and closing costs. See “Plan of Distribution” for additional information and a description of the compensationpayable to the placement agent. Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 9 toread about the factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Delivery of the common stock offered hereby is expected to be made on or about July 2, 2025, subject to satisfaction ofcertain customary closing conditions. Roth Capital Partners The date of this prospectus is July 1,2025 TABLE OF CONTENTS Information About This Prospectus1Cautionary Note Regarding Forward-Looking Statements2Summary4Risk Factors Summary7The Offering8Risk Factors9Use of Proceeds33Dilution34Capitalization35Market Information For Common Stock36Business37Management46Executive and Director Compensation50Principal Securityholders56Certain Relationships and Related Party Transactions57Description of Capital Stock61Description of Securities We are Offering67Material U.S. Federal Income Tax Consequences To Non-U.S. Holders67Plan of Distribution71Legal Matters73Experts73Recent Change in Auditor73Where You Can Find Additional Information73Incorporation of Certain Information by Reference73 Neither we nor the placement agent has authorized any other person to provide you with any information other thanthat contained or incorporated by reference in this prospectus. Neither we nor the placement agent takes any responsibility for,or provide any assurance as to the reliability of, any other information that others may give you. We are not, and the placement agent is not, making an offer to sell the shares of common stock in any jurisdictionwhere the offer or sale is not permitted. This prospectus does not constitute an offer of, or an invitation on our behalf or onbehalf of the placement agent to subscribe for and purchase, any securities, and this prospectus may not be used for or inconnection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized orto any person to whom it is unlawful to make such an offer or solicitation. You should assume that the information contained inthis prospectus is accurate only as of the date on the front of this prospectus. Our business, financial condition, results ofoperations and prospects may have changed since that date. For investors outside of the United States: neither we nor the placement agent has done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, otherthan in the United States. Persons outside of the United States who come into possession of this prospectus must informthemselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distributionof this prospectus outside of the United States. INFORMATION ABOUT THIS PROSPECTUS General Information This prospectus is part of a registration statement on Form S-1 (File No. 333-288221) that we filed with the Securities andExchange Commission (the “SEC”). As permitted by SEC rules, this prospectus does not contain all of the information