Core Viewpoint - Sonim Technologies has filed a preliminary proxy statement with the SEC for a special meeting of stockholders to vote on the proposed sale of substantially all of its assets to NEXA Mobility for a total consideration of $15 million, plus a potential $5 million earn-out in an all-cash transaction [1][2][3] Group 1: Asset Purchase Agreement - The asset purchase agreement was entered into on July 17, 2025, under which NEXA will acquire Sonim's assets and assume its current liabilities for a total consideration of $15 million, with an additional potential earn-out of $5 million [2] - The transaction is expected to close as soon as practicable after the special meeting, pending customary closing conditions [3] Group 2: Special Stockholders' Meeting - The special meeting will allow stockholders to vote on the proposed asset sale, with details to be provided in definitive proxy materials to be filed with the SEC [3] - Sonim is also pursuing a separate transaction involving its public company vehicle, which is intended to increase value for stockholders, independent of the asset sale [4] Group 3: Company Overview - Sonim Technologies is a leading U.S. provider of rugged mobile solutions, including phones and wireless internet data devices, designed for users requiring durability in their work and everyday lives [5] - The company has been trusted by first responders, government, and Fortune 500 customers since 1999, selling its solutions through tier one wireless carriers and distributors in North America, EMEA, and Australia/New Zealand [5]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Mobile-Network Solutions (MNDR) is up 96% at $3.26 - PACS Group, Inc. (PACS) is up 44% at $24.37 - Cerence Inc. (CRNC) is up 28% at $10.16 - Magnera Corporation (MAGN) is up 26% at $10.07 - Oddity Tech Ltd. (ODD) is up 17% at $43.75 - Allot Ltd. (ALLT) is up 14% at $9.80 - Artiva Biotherapeutics, Inc. (ARTV) is up 14% at $3.88 - Kulicke and Soffa Industries, Inc. (KLIC) is up 13% at $40.22 - Fossil Group, Inc. (FOSL) is up 12% at $2.29 - NVIDIA Corporation (NVDA) is up 5% at $195.84 [3] Premarket Losers - Brera Holdings PLC (SLMT) is down 33% at $3.84 - Bath & Body Works, Inc. (BBWI) is down 14% at $18.04 - Cemtrex, Inc. (CETX) is down 11% at $3.20 - Atkore Inc. (ATKR) is down 9% at $60.00 - Gloo Holdings, Inc. (GLOO) is down 9% at $7.30 - SMX (Security Matters) Public Limited Company (SMX) is down 9% at $4.60 - Sonim Technologies, Inc. (SONM) is down 8% at $7.31 - Psyence Biomedical Ltd. (PBM) is down 7% at $2.56 - MMTec, Inc. (MTC) is down 6% at $2.00 - Ridgetech, Inc. (RDGT) is down 5% at $4.78 [4]

Financial Performance - Total net revenues for Q3 2025 were $16,214,000, a 7.96% increase from $15,022,000 in Q3 2024[19] - Gross profit for Q3 2025 was $1,816,000, compared to $4,232,000 in Q3 2024, indicating a decline in profitability[19] - The net loss for Q3 2025 was $4,753,000, compared to a net loss of $2,512,000 in Q3 2024, representing a 88.93% increase in losses[19] - As of September 30, 2025, Sonim Technologies reported a net loss of $4,753,000, compared to a net loss of $2,512,000 for the same period in 2024, indicating a worsening financial performance[22] - The total stockholders' equity decreased to $(701,000) as of September 30, 2025, down from $15,349,000 a year earlier, reflecting a significant decline in the company's financial health[22] - For the nine months ended September 30, 2025, net cash used in operating activities was $(21,522,000), a substantial increase from $(3,977,000) in the same period of 2024, highlighting increased cash burn[25] - The net loss for the nine months ended September 30, 2025, was $11,770, compared to a net loss of $12,034 for the same period in 2024, indicating a decrease of approximately 2.2%[136] Expenses and Costs - Operating expenses for Q3 2025 totaled $5,796,000, down from $6,608,000 in Q3 2024, reflecting a 12.24% reduction[19] - Research and development expenses for Q3 2025 were $181,000, a decrease from $715,000 in Q3 2024[19] - Stock-based compensation increased to $1,382,000 for the nine months ended September 30, 2025, compared to $1,169,000 for the same period in 2024, reflecting higher compensation expenses[25] - Sales and marketing expenses for the three months ended September 30, 2025, were $2,452 million, a decrease from $3,045 million in 2024, indicating a reduction of 19.5%[141] - Cost of sales for the three months ended September 30, 2025, was $11,857 million, up from $9,101 million in 2024, reflecting a significant increase of 30.43%[141] Revenue Sources - Smartphones generated $8,108 million in revenue for the three months ended September 30, 2025, compared to $7,957 million in the same period of 2024, reflecting a 1.89% increase[66] - Connected Solutions revenue surged to $4,000 million for the three months ended September 30, 2025, compared to only $49 million in the same period of 2024[66] - Revenue from Customer A accounted for 31% of net revenues for the three months ended September 30, 2025, down from 37% in 2024, while Customer B accounted for 20%, up from 16%[144] Assets and Liabilities - Cash and cash equivalents decreased to $2,137,000 as of September 30, 2025, from $5,343,000 at December 31, 2024[16] - Total current liabilities decreased to $38,856,000 from $43,740,000, a reduction of 11.67%[16] - The accumulated deficit increased to $295,378,000 as of September 30, 2025, compared to $283,608,000 at December 31, 2024[16] - Accounts receivable, net, was $3,498 million, down from $4,339 million as of December 31, 2024[71] - Inventory in the United States was $2,083 million as of September 30, 2025, down from $3,383 million as of December 31, 2024[143] Strategic Initiatives - The company launched several new products in 2024, including the Sonim H500-series 5G mobile hotspots and the XP Pro 5G rugged smartphone, expanding its product portfolio[28] - Sonim Technologies is executing a strategic expansion initiative to broaden its market reach, focusing on new products and customer segments, including enterprise and small to medium businesses[27] - The company entered into an asset purchase agreement on July 17, 2025, to sell its enterprise 5G solutions business for a purchase price of $15,000,000, with potential earn-out payments of up to $5,000,000[32] Risks and Concerns - The company reported a significant reliance on a small number of customers for a substantial portion of its revenue, indicating potential risks[14] - The company faces risks related to the impact of various economic, political, and market events that could affect its operations and financial results[14] - There is substantial doubt about the Company's ability to meet obligations within one year after the financial statements are issued due to uncertainties surrounding the asset sale[49] - The Company anticipates closing the Asset Purchase Agreement in late 2025 or early 2026, raising concerns about its ability to continue as a going concern post-transaction[49] Accounting and Compliance - The Company is evaluating the impact of new accounting pronouncements on its financial statements, including ASU 2023-09 effective for the annual period ending December 31, 2025[59] - The Company has entered into related party transactions, including agreements for manufacturing parts and components, totaling approximately $1,000[56] - The Company is subject to ongoing tax examinations with unrecognized tax benefits amounting to approximately $1,507 as of September 30, 2025[127]

Financial Performance - Revenue for Q3 2025 was $16.2 million, a 45% increase sequentially from $11.2 million in Q2 2025[3] - Net loss narrowed to $4.8 million in Q3 2025, improving from a net loss of $7.5 million in Q2 2025[3] - Adjusted EBITDA for Q3 2025 was negative $2.0 million, an improvement from negative $3.2 million in Q2 2025[3] - Total net revenues for Q3 2025 reached $16,214 million, a 7.98% increase from $15,022 million in Q3 2024[21] - Net loss for Q3 2025 was $(4,753) million, compared to a net loss of $(2,512) million in Q3 2024, indicating worsening financial performance[21] - Adjusted EBITDA for Q3 2025 was $(2,009) million, an improvement from $(3,151) million in Q2 2025[26] - Interest expense for Q3 2025 was $(522) million, compared to no interest expense in Q3 2024, indicating increased financial costs[21] Operating Expenses - Operating expenses decreased to $5.8 million in Q3 2025, down from $7.6 million in Q2 2025, primarily due to reduced sales and marketing costs[12] - Operating expenses totaled $5,796 million in Q3 2025, a decrease from $6,608 million in Q3 2024[21] - Total operating expenses for the nine months ended September 30, 2025, were $21,084 million, slightly down from $21,638 million in the same period of 2024[21] - Research and development expenses were $181 million in Q3 2025, compared to $715 million in Q3 2024, reflecting a reduction in investment in innovation[21] Profitability - Gross profit for Q3 2025 was $1.8 million, representing 11% of revenues, compared to 8% in Q2 2025[11] - Gross profit for Q3 2025 was $1,816 million, down from $4,232 million in Q3 2024, indicating a significant decline in profitability[21] Cash and Assets - As of September 30, 2025, Sonim had $2.1 million in cash, $3.5 million in trade accounts receivable, and $11.0 million in inventory[14] - Sonim received net proceeds of approximately $4.8 million from equity offerings during Q3 2025, used for one-time expenses and new product launches[4] Corporate Actions - The company launched the MegaConnect HPUE mobile hotspot and several new products with major carriers, including AT&T and T-Mobile[9] - The company is in the process of selling its assets to NEXA Mobility for $15.0 million in cash, with an additional earn-out payment of up to $5.0 million[9] - Stockholders approved a reverse stock split at a ratio of 1-for-18, effective October 27, 2025, to regain compliance with Nasdaq listing requirements[9] Performance Metrics - The company emphasized the importance of Adjusted EBITDA as a measure of operating performance, excluding non-cash and non-recurring items[24] - The company reported a weighted-average of 984,927 shares used in computing net loss per share for Q3 2025[21]

Core Insights - Sonim Technologies reported a 45% sequential increase in revenue for Q3 2025, reaching $16.2 million, driven by demand for its new product portfolio and the successful launch of the MegaConnect HPUE mobile hotspot [1][6][8] - The company narrowed its net loss to $4.8 million in Q3 2025, an improvement from a net loss of $7.5 million in Q2 2025, attributed to reduced operating expenses and improved sales [1][11] - Strategic initiatives approved by stockholders included a reverse stock split and an increase in authorized shares to 1 billion, aimed at enhancing future capital transaction flexibility [7][8] Financial Highlights - Net revenue for Q3 2025 was $16.2 million, up from $11.2 million in Q2 2025, reflecting strong demand for the Sonim XP Pro and XP Pro Thermal products [6][8] - Gross profit for Q3 2025 was $1.8 million, representing 11% of revenues, compared to $0.8 million or 8% of revenues in Q2 2025 [9] - Operating expenses decreased to $5.8 million in Q3 2025 from $7.6 million in Q2 2025, primarily due to reduced sales and marketing costs [10] Business Developments - The successful launch of the MegaConnect HPUE mobile hotspot with AT&T and FirstNet marked a significant achievement for the company [2][6] - Sonim entered into a definitive agreement with NEXA Mobility to sell substantially all of its assets for $15 million in cash, with an additional potential earn-out of $5 million [6][8] - Stockholders elected five director nominees to the Board of Directors, indicating a commitment to governance and strategic oversight [6][8] Balance Sheet and Capital Management - As of September 30, 2025, Sonim had $2.1 million in cash, $3.5 million in trade accounts receivable, and $11.0 million in inventory [12][16] - The company raised approximately $4.8 million from equity offerings during the quarter, which was utilized for one-time expenses and financing new product launches [6][12] - A reverse stock split at a ratio of 1-for-18 was approved to help regain compliance with Nasdaq listing requirements [7][8]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Cambium Networks Corporation (CMBM) has seen a remarkable increase of 306%, trading at $2.51 [3] - Teradyne, Inc. (TER) is up 21%, currently priced at $176.00 [3] - Bloom Energy Corporation (BE) has risen by 18%, trading at $134.50 [3] - Jamf Holding Corp. (JAMF) is up 15%, with a price of $12.85 [3] - CSG Systems International, Inc. (CSGS) has increased by 14%, trading at $79.00 [3] - Olympic Steel, Inc. (ZEUS) is also up 14%, currently priced at $34.20 [3] - Beta Bionics, Inc. (BBNX) has risen by 12%, trading at $27.20 [3] - Sonim Technologies, Inc. (SONM) is up 10%, currently priced at $12.49 [3] - Canadian Solar Inc. (CSIQ) has increased by 9%, trading at $16.67 [3] - Interlink Electronics, Inc. (LINK) is also up 9%, currently priced at $6.85 [3] Premarket Losers - Stride, Inc. (LRN) has experienced a significant decline of 41%, trading at $89.44 [4] - Varonis Systems, Inc. (VRNS) is down 29%, currently priced at $44.71 [4] - Akebia Therapeutics, Inc. (AKBA) has decreased by 26%, trading at $2.26 [4] - Avantor, Inc. (AVTR) is down 17%, currently priced at $12.40 [4] - GlucoTrack, Inc. (GCTK) has seen a decline of 13%, trading at $6.29 [4] - Tigo Energy, Inc. (TYGO) is down 13%, currently priced at $2.20 [4] - Generac Holdings Inc. (GNRC) has decreased by 9%, trading at $172.00 [4] - Polar Power, Inc. (POLA) is down 8%, currently priced at $3.71 [4] - Caesars Entertainment, Inc. (CZR) has seen a decline of 7%, trading at $20.50 [4] - Anteris Technologies Global Corp. (AVR) is also down 7%, currently priced at $4.46 [4]

Core Points - Sonim Technologies has launched the XP3plus 5G, an ultra-rugged flip phone, available on AT&T and certified for FirstNet, aimed at first responders and enterprise users [3][6][7] - The XP3plus 5G features significant upgrades from its predecessor, including a Qualcomm SM4450 5G chipset, a larger display, and a 3000mAh removable battery providing up to 30 hours of talk time [5][10] - The device is designed for extreme environments, meeting MIL-STD-810H and IP68 certifications, making it suitable for high-impact industries [10][11] Product Features - The XP3plus 5G is available in both camera and non-camera variants, catering to diverse operational needs [8] - It includes a 3-year comprehensive warranty, SonimCare customer support, and access to SonimWare for enhanced deployment and management [9] - The phone is engineered for clear communication with features like a 100dB+ front-facing speaker and dedicated Push-to-Talk and SOS buttons [11] Market Positioning - The XP3plus 5G is specifically designed for mission-critical professionals in sectors such as public safety, government, and industrial applications [7][10] - The device's FirstNet certification ensures dedicated coverage and priority for first responders during network congestion [6][7] - Sonim Technologies has established itself as a leading provider of rugged mobile solutions, trusted by first responders and government agencies since 1999 [16]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for the quarter ended June 30, 2025 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $36.1 million while the stockholders' deficit improved to $(1.3) million as of June 30, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,006 | $5,343 | | Total current assets | $27,123 | $32,165 | | **Total assets** | **$36,078** | **$39,739** | | Total current liabilities | $35,662 | $43,740 | | **Total liabilities** | **$37,412** | **$45,439** | | **Total stockholders' equity (deficit)** | **$(1,334)** | **$(5,700)** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a Q2 net loss of $7.5 million, while the H1 net loss narrowed to $7.0 million from the prior year Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total net revenues | $11,190 | $11,516 | $27,911 | $28,292 | | Gross profit | $845 | $2,969 | $9,201 | $5,871 | | Loss from operations | $(6,732) | $(6,470) | $(6,087) | $(9,159) | | **Net loss** | **$(7,475)** | **$(6,616)** | **$(7,017)** | **$(9,522)** | | **Net loss per share (basic & diluted)** | **$(0.79)** | **$(1.41)** | **$(0.91)** | **$(2.09)** | [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) The stockholders' deficit improved significantly due to capital raising activities offsetting the period's net loss - For the six months ended June 30, 2025, the company's stockholders' deficit decreased from **$(5,700) thousand to $(1,334) thousand**[21](index=21&type=chunk) - Key drivers were **$8,952 thousand in net proceeds from common stock issuance** and **$2,431 thousand in stock-based compensation**, partially offset by a **$7,017 thousand net loss**[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to $14.5 million, funded by $11.2 million from financing activities Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(14,488) | $(3,560) | | Net cash used in investing activities | $0 | $(69) | | Net cash provided by financing activities | $11,151 | $3,832 | | **Net decrease in cash** | **$(3,337)** | **$203** | | **Cash at end of period** | **$2,006** | **$9,600** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the pending asset sale to Social Mobile, a planned RTO, and significant revenue recognition items - On July 17, 2025, the Company entered into an Asset Purchase Agreement to sell substantially all assets to Social Mobile for **$15 million in cash** plus a potential **$5 million earn-out**[30](index=30&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - The company is pursuing a potential **reverse takeover (RTO) transaction** in conjunction with the asset sale to maximize stockholder value[31](index=31&type=chunk)[116](index=116&type=chunk) - Management believes it has **sufficient liquidity to continue as a going concern** for the next twelve months based on current and subsequent funding[36](index=36&type=chunk) - For H1 2025, the Company recognized **$5.49 million in revenue** from the release of previously accrued customer allowances[51](index=51&type=chunk) - Subsequent to quarter end, the company raised **$4.8 million from a public offering** and **$2.5 million from a promissory note**[121](index=121&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, the pending asset sale, and liquidity for the reporting period [Company Overview and Strategic Initiatives](index=31&type=section&id=Company%20Overview%20and%20Strategic%20Initiatives) The company is focused on rugged 5G solutions and is pursuing a sale of its core business to Social Mobile - The company launched new products including the **Sonim H500 hotspot**, **XP Pro 5G smartphone**, and **XP3plus 5G flip phone**[141](index=141&type=chunk)[144](index=144&type=chunk) - Sonim entered an agreement to sell substantially all assets for **$15 million in cash** plus a potential **$5 million earn-out**[149](index=149&type=chunk)[150](index=150&type=chunk) - In parallel with the asset sale, the company is pursuing a **reverse merger (RTO)** to allow the public entity to continue with a new business[152](index=152&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) H1 2025 gross profit improved significantly due to a large customer allowance release, despite a slight revenue dip Comparison of Results of Operations (in thousands) | Metric | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total net revenues | $27,911 | $28,292 | (1)% | | Gross profit | $9,201 | $5,871 | 57% | | Loss from operations | $(6,087) | $(9,159) | (34)% | | Net loss | $(7,017) | $(9,522) | (26)% | - H1 2025 gross profit increased by $3.3 million, primarily due to a **$5.5 million revenue recognition** from expired customer allowance agreements[177](index=177&type=chunk) - Q2 2025 gross profit decreased by $2.1 million, impacted by a **$1.1 million impairment of contract fulfillment assets** and tariff costs[175](index=175&type=chunk) - R&D expenses for H1 2025 increased by **$1.5 million YoY** due to new product development[179](index=179&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Recent financing activities provide sufficient capital to fund operations for at least the next twelve months - As of June 30, 2025, the company had **$2.0 million in cash and cash equivalents**[184](index=184&type=chunk) - Subsequent to the quarter end, the company raised net proceeds of approximately **$4.8 million from a public offering** and **$2.3 million from a promissory note**[184](index=184&type=chunk) - The company has access to a domestic receivables financing facility of up to **$2.5 million** and an international facility of up to **€3.0 million**[184](index=184&type=chunk) - Management expects existing cash and subsequent funding to be **sufficient to meet all obligations for at least one year** from the report's release date[184](index=184&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Sonim is not required to provide information regarding market risk - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Exchange Act and is not required to provide this information[194](index=194&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - Management concluded that the company's **disclosure controls and procedures were effective** as of the end of the reporting period[195](index=195&type=chunk) - There were **no material changes** in the company's internal control over financial reporting during the quarter[197](index=197&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) A complaint filed by AJP Holding Company and Orbic North America in April 2025 was dismissed in June 2025 - A complaint filed by AJP Holding Company, LLC and Orbic North America, LLC on April 24, 2025, was **dismissed without prejudice on June 2, 2025**[98](index=98&type=chunk)[101](index=101&type=chunk)[199](index=199&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This section adds new risks related to the proposed asset sale and RTO initiative and updates existing risk factors - A new group of risk factors, **"Risks Related to the Proposed Asset Purchase Agreement and Announced Strategic Initiatives,"** has been added[217](index=217&type=chunk) - Key new risks include potential failure to close the asset sale, business disruptions, and the risk of becoming a **'shell company'** if an RTO is not completed[217](index=217&type=chunk)[219](index=219&type=chunk)[223](index=223&type=chunk) - The U.S. trade policy risk was updated to note the imposition of a **145% tariff on imports from China**, though an exemption exists for smartphones[202](index=202&type=chunk) - The stockholder activism risk was amended to mention the recent campaign by **Orbic North America** to acquire Sonim[206](index=206&type-chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the reporting period - None[230](index=230&type=chunk) [Item 3. Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None[231](index=231&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Not applicable[232](index=232&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - No directors or officers adopted or terminated a **Rule 10b5-1 trading arrangement** during the quarter[233](index=233&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including the Asset Purchase Agreement and financing documents - Exhibit 2.1 is the **Asset Purchase Agreement** dated July 17, 2025[235](index=235&type=chunk) - Exhibits include various financing and corporate governance documents, such as a **promissory note (4.1)**, a **Rights Agreement (4.2)**, and **officer certifications (31.1, 31.2, 32.1, 32.2)**[235](index=235&type=chunk)[237](index=237&type=chunk)

[Q2 2025 Financial & Business Highlights](index=1&type=section&id=Q2%202025%20Financial%20%26%20Business%20Highlights) Sonim Technologies reported Q2 2025 net revenue of **$11.2 million** and a GAAP net loss of **$7.5 million**, with a strategic asset sale and new product launches Financial Highlights (Q2 2025 vs Q1 2025) | Financial Metric | Q2 2025 | Q1 2025 | Note | | :--- | :--- | :--- | :--- | | Net Revenue | $11.2 million | $16.7 million | Q1 included a one-time $5.3M revenue addition | | GAAP Net Income (Loss) | ($7.5 million) | $0.5 million | Q2 includes impairment loss and proxy costs | | Adjusted EBITDA* | ($3.2 million) | ($3.2 million) | Unchanged QoQ | | Cash and Cash Equivalents | $2.0 million | - | As of June 30, 2025 | - In July, Sonim entered a definitive agreement for Social Mobile to acquire substantially all of its assets in an all-cash transaction for **$15.0 million**, with up to an additional **$5.0 million** in an earn-out payment The deal is expected to close in Q4 2025, pending stockholder approval[5](index=5&type=chunk) - Key product launches are underway in Q3, including the XP Pro series and a 5G flip phone with tier-one carriers The company also launched the Sonim MegaConnect HPUE mobile hotspot with FirstNet and AT&T[2](index=2&type=chunk) - The company raised **$5.4 million** in net capital through common stock sales to fund product expansion and new launches[3](index=3&type=chunk) [Detailed Financial Performance Analysis](index=3&type=section&id=Detailed%20Financial%20Performance%20Analysis) Q2 2025 revenue decreased to **$11.2 million**, with gross profit at **$0.8 million** and a net loss of **$7.5 million**, impacted by one-time items Key Financial Metrics (Q2 2025 vs Q1 2025) | Metric | Q2 2025 | Q1 2025 | Key Factors | | :--- | :--- | :--- | :--- | | Net Revenue | $11.2M | $16.7M | Q1 included a $5.3M one-time revenue item | | Gross Profit | $0.8M | $8.4M | Q2 included a $1.1M impairment loss | | Net Income (Loss) | ($7.5M) | $0.5M | Q1 benefited from the $5.3M one-time item | - Operating expenses were stable at **$7.6 million**, as a **$0.7 million** decrease in R&D costs was offset by higher G&A and Sales & Marketing expenses due to legal fees from the contested proxy[8](index=8&type=chunk) - The company ended Q2 with **$2.0 million** in cash, **$2.9 million** in accounts receivable, and **$9.9 million** in inventory Subsequent to the quarter's end, it received net proceeds of **$7.1 million** from stock sales and debt issuance[10](index=10&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) This section presents unaudited condensed consolidated financial statements as of June 30, 2025, detailing total assets of **$36.1 million** and a Q2 net loss of **$7.5 million** [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Sonim reported **$2.0 million** in cash, **$27.1 million** in current assets, **$35.7 million** in current liabilities, and a **$1.3 million** stockholders' deficit Condensed Consolidated Balance Sheets (in thousands) | Balance Sheet Items (in thousands) | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,006 | $5,343 | | Inventory | $9,889 | $10,621 | | Total current assets | $27,123 | $32,165 | | Total assets | $36,078 | $39,739 | | **Liabilities & Equity** | | | | Accounts payable | $20,583 | $22,848 | | Total current liabilities | $35,662 | $43,740 | | Total liabilities | $37,412 | $45,439 | | Total stockholders' equity (deficit) | ($1,334) | ($5,700) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, Sonim's net revenues were **$11.2 million**, gross profit **$0.8 million**, and net loss **$7.5 million** or **($0.79)** per basic share Condensed Consolidated Statements of Operations (in thousands) | Statement of Operations (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Total net revenues | $11,190 | $11,516 | | Gross profit | $845 | $2,969 | | Total operating expenses | $7,577 | $9,439 | | Income (loss) from operations | ($6,732) | ($6,470) | | Net income (loss) | ($7,475) | ($6,616) | | Net income (loss) per share, basic | ($0.79) | ($1.41) | [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) Sonim provides Adjusted EBITDA as a supplemental non-GAAP measure, reporting a Q2 2025 loss of **$3.2 million**, consistent with Q1, after various adjustments - Adjusted EBITDA is defined as net loss excluding stock-based compensation, depreciation & amortization, interest, taxes, customer allowance agreement expirations, asset impairments, financing costs, and non-recurring legal fees[25](index=25&type=chunk) Reconciliation to Adjusted EBITDA (in thousands) | Reconciliation to Adjusted EBITDA (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended March 31, 2025 | | :--- | :--- | :--- | | Net income (loss) | $(7,475) | $458 | | Adjustments: | | | | Release of customer allowance liabilities | $(219) | $(5,271) | | Impairment of contract fulfillment assets | $1,084 | — | | Non-recurring legal and professional fees | $613 | — | | Other standard adjustments | $2,845 | $1,478 | | **Adjusted EBITDA** | **$(3,151)** | **$(3,245)** | [Corporate Information & Forward-Looking Statements](index=3&type=section&id=Corporate%20Information%20%26%20Forward-Looking%20Statements) This section outlines Sonim's business, forward-looking statements, and details regarding the proposed asset sale to Social Mobile, emphasizing associated risks and stockholder information - The company plans to file a proxy statement with the SEC concerning the proposed asset sale to Social Mobile and urges stockholders to read it before making any voting decisions[15](index=15&type=chunk) - Forward-looking statements involve significant risks, including the ability to obtain stockholder approval for the asset sale, the timing of the closing, the potential for competing offers, and the impact of the announcement on business relationships[14](index=14&type=chunk) - Sonim's directors and executive officers may be deemed participants in the solicitation of proxies for the proposed transaction[16](index=16&type=chunk)

Core Insights - Sonim Technologies is positioned for growth in the second half of 2025 with the launch of its XP Pro series and 5G flip feature phone through tier-one carriers [2] - The company reported a net revenue of $11.2 million for Q2 2025, a decrease of 33% from Q1 2025, primarily due to a one-time revenue adjustment in the previous quarter [7][8] - Sonim's net loss for Q2 2025 was $7.5 million, compared to a net income of $0.5 million in Q1 2025, reflecting challenges in the current financial environment [11] Financial Highlights - Q2 2025 net revenue was $11.2 million, down from $16.7 million in Q1 2025, with the first quarter benefiting from a one-time $5.3 million revenue addition [7][8] - Gross profit for Q2 2025 was $0.8 million, representing 8% of revenues, a significant decline from $8.4 million or 50% of revenues in Q1 2025 [9] - Adjusted EBITDA for Q2 2025 was negative $3.2 million, unchanged from Q1 2025 [11] Business Developments - The company launched the XP Pro smartphone with AT&T and began shipments of the Sonim H500 mobile hotspot to European distributors [7] - Sonim entered into a definitive agreement with Social Mobile for the acquisition of substantially all of its assets for $15 million, with an additional potential earn-out of $5 million [7] - The company ended Q2 2025 with cash and cash equivalents of $2.0 million, trade accounts receivable of $2.9 million, and inventory valued at $9.9 million [12] Corporate Updates - Sonim's Board of Directors approved the acquisition agreement with Social Mobile, which is expected to close in Q4 2025, pending customary closing conditions [7] - The company raised $5.4 million in capital through common stock sales to support product expansion and new launches [7] - Sonim's stockholders elected five director nominees to the Board, indicating a stable governance structure moving forward [7]