Core Viewpoint - Institutional Shareholder Services (ISS) recommends that Sonim Technologies stockholders vote "FOR" the company's nominees on the WHITE proxy card ahead of the Annual Meeting on July 18, 2025, highlighting concerns over Orbic's acquisition proposals [1][2][3] Group 1: ISS's Recommendation - ISS has determined that Orbic has not made a compelling case for change and that the Sonim Board's response to Orbic's demands is appropriate [2] - The board's response to Orbic's unsolicited acquisition proposals is characterized as cautious due to uncertainties and the dissident's approach [2][4] - ISS emphasizes that Orbic's offers have been unreasonable and incomplete, lacking clarity on key terms [4][5] Group 2: Sonim Board's Position - The Sonim Board expresses satisfaction with ISS's recommendation, indicating that it reflects the board's view on Orbic's tactics [3] - The board highlights that Orbic's demands have been unreasonable and that their financing commitment lacks substance [5] - The board notes that Orbic's approach has included multiple rejections and a lack of clarity in their offers, which raises concerns about their intentions [4][5] Group 3: Company Background - Sonim Technologies is a leading provider of rugged mobile solutions, serving various sectors including first responders and Fortune 500 companies since 1999 [6] - The company offers a range of products including phones, wireless internet data devices, and accessories designed for durability [6]

Core Viewpoint - Sonim Technologies' Special Committee has determined that the unsolicited proposal from Orbic North America is inferior to the existing Letter of Intent with Social Mobile for the sale of Sonim's operating assets, emphasizing the commitment to maximizing stockholder value through the Social Mobile transaction [1][2]. Group 1: Comparison of Proposals - The Social Mobile LOI offers greater transaction value and certainty as it does not require third-party financing, providing a clear path for the sale of legacy assets and a concurrent reverse takeover [2]. - Orbic's proposal is highly conditional, with financing contingent upon satisfactory due diligence and lacking clarity on the financing source, raising concerns about its feasibility [2][3]. - The likelihood of consummation is higher with Social Mobile, as negotiations for a definitive agreement are actively progressing and a cooperative relationship has been established [2][3]. Group 2: Concerns Regarding Orbic - Orbic's proposal entails high execution and timing risks, jeopardizing the progress made under the Social Mobile LOI and requiring a restart of due diligence and negotiations [2][3]. - Orbic has a concerning track record, having been involved in over ten legal actions in the past decade, including significant judgments against its affiliates [3]. - The strategy employed by Orbic, which includes litigation and a proxy contest, raises questions about its credibility and true motives [3]. Group 3: Call to Action - The Special Committee urges stockholders to support the strategic path forward with Social Mobile, which is believed to deliver the best value and terms available [4].

Group 1 - Sonim Technologies, Inc. announced a public offering of 7,400,000 shares of common stock at a price of $0.75 per share, with expected gross proceeds of approximately $5.55 million [1][2] - The company intends to use the net proceeds for operations supporting its overall business strategy, working capital, and potentially for repayment and refinancing of its indebtedness [2] - Roth Capital Partners is acting as the exclusive placement agent for the offering [2] Group 2 - The offering is being conducted under a registration statement on Form S-1, which was declared effective by the SEC on June 30, 2025 [3] - A preliminary prospectus has been filed with the SEC, and electronic copies of the final prospectus will be available on the SEC's website [3] - Sonim Technologies is recognized as a leading provider of rugged mobile solutions, serving various sectors including first responders and Fortune 500 companies since 1999 [5]

Company Overview - Sonim Technologies, Inc. is a leading provider of rugged mobile solutions, including phones, wireless internet data devices, accessories, and software designed for durability in demanding environments [3] - The company has been trusted by first responders, government, and Fortune 500 customers since 1999, selling its products through tier one wireless carriers and distributors in North America, EMEA, and Australia/New Zealand [3] Proposed Transaction - Sonim Technologies has issued an update regarding a Letter of Intent (LOI) for a proposed reverse takeover (RTO) with a private US-based company that is developing Nvidia-based High-Performance Computing (HPC) AI factories [1][2] - Upon completion of the RTO, Sonim shareholders will receive equity ownership in the combined company, currently valued at $17.5 million, with potential for future value appreciation [2] Commitment to Transparency - The announcement reflects Sonim's commitment to transparency as the transaction progresses, with further updates to be shared as more information becomes available [2]

Core Viewpoint - Sonim Technologies, Inc. has received an unsolicited, non-binding proposal from Orbic North America, LLC to acquire substantially all of its operating assets for $25 million, while also pursuing a Reverse Take Over (RTO) transaction with another private company [1][2]. 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 demanding environments [3]. - The company has been trusted by first responders, government entities, and Fortune 500 companies since its inception in 1999, selling its products through tier one wireless carriers and distributors across North America, EMEA, and Australia/New Zealand [3]. Proposal Details - The proposal from Orbic North America, dated June 26, 2025, indicates that the $25 million offer would not prevent Sonim from completing the RTO transaction outlined in a recently disclosed letter of intent with a private U.S.-based company focused on Nvidia-based High-Performance Computing [1]. - The Special Committee of Sonim's Board of Directors will evaluate this proposal with the assistance of legal and financial advisors, with further updates to be provided as more information becomes available [2].

Core Viewpoint - AJP Holding Company and Orbic North America, holding approximately 19% of Sonim Technologies, are urging fellow stockholders to support their nominees for the board in light of Sonim's poor financial performance and management practices [1][2][3]. Financial Performance - Sonim reported a net loss of $33.65 million in 2024, equating to a loss of $7.13 per share, and has experienced a stock price decline of 87% in 2024, culminating in a total stock value loss of 98% over the past five years [6][15][16]. - The company has accumulated losses totaling $86.45 million from 2021 to 2024, indicating a pattern of poor financial management [6][15]. Management and Governance Issues - The current board and management have been accused of poor stewardship, engaging in entrenchment efforts, and failing to provide a strategic evaluation process that benefits stockholders [2][6][19]. - Sonim's board has implemented anti-takeover measures, including a poison pill strategy and dilutive stock offerings, which have negatively impacted stockholder value [6][7][19]. Proposed Changes - AJP and Orbic are nominating five independent candidates for the board, emphasizing the need for new leadership with industry expertise to conduct a strategic assessment of Sonim [3][11]. - The nominees are expected to advocate for a strategic review process and engage with Orbic regarding acquisition proposals, which could potentially unlock stockholder value [11][12]. Acquisition Proposals - Orbic has made a cash offer of $25 million to acquire substantially all of Sonim's assets, representing a 66.7% premium over another proposed transaction with Social Mobile [10][12]. - The proposed transaction with Social Mobile is viewed as unlikely to provide meaningful returns to stockholders, with estimates suggesting a per-share value of approximately $1.46, which could decrease further when accounting for transaction costs and existing debt [10][20]. Stockholder Engagement - AJP and Orbic are calling on stockholders to vote for their nominees to ensure a transformation in leadership that prioritizes stockholder interests and addresses the company's financial challenges [8][21][22].

Group 1 - Orbic North America, LLC has made a non-binding proposal to acquire substantially all of Sonim Technologies, Inc.'s assets for a cash purchase price of $25 million, equating to a price per share of $2.418 [1][2] - The acquisition proposal is supported by a $50 million financing commitment from a third-party lender, indicating Orbic's readiness to proceed with confirmatory due diligence and negotiate a definitive asset purchase agreement [2] - Orbic, along with AJP Holding Company, LLC, beneficially owns approximately 19% of Sonim's outstanding common stock, which may influence the acquisition process [2] Group 2 - The acquisition offer does not prevent Sonim from pursuing a parallel Reverse Take-Over transaction, as mentioned in Sonim's press release dated June 25, 2025 [2] - Orbic is positioned as a leader in mobile technology innovation, providing a range of connected solutions including smartphones, tablets, and mobile hotspots, aimed at delivering high-quality technology to a broader audience [4]

Core Viewpoint - Sonim Technologies has signed a non-binding Letter of Intent for a proposed reverse takeover with a private US-based company focused on building Nvidia-based High-Performance Computing (HPC) A.I. factories to support the growth of cloud-based AI workloads [1][3]. Company Summary - Sonim Technologies is a leading provider of rugged mobile solutions, including phones and wireless internet devices, catering to users requiring durability in demanding environments [6]. - The company aims to maximize stockholder value through the proposed RTO transaction, which follows the announced sale of its operating assets for $15 million, plus an additional earn-out of $5 million [2][4]. Industry Summary - The target company is positioned for significant growth by focusing on High-Performance Computing as a Service (HPCaaS), leveraging owned data centers to meet the increasing demand for AI infrastructure [3]. - The global demand for AI-ready high-performance computing factory capacity is projected to grow at an average annual rate of 33% through 2030, with AI workloads driving up to 70% of total demand [3]. - AI infrastructure spending is expected to exceed $200 billion by 2028, highlighting the transformative potential of this market [3]. - Leading data center players are preparing to invest $1.8 trillion from 2024 to 2030, driven by traditional enterprise workloads and the explosive growth of Generative AI [3].

Core Points - Orbic North America, LLC and AJP Holding Company, LLC have filed definitive proxy materials with the SEC for the 2025 Annual Meeting of Sonim Technologies, Inc [1] - The AJP/Orbic Parties are urging stockholders to support their nominees for Sonim's Board to facilitate real change [1] - The annual meeting is scheduled for July 18, 2025, and stockholders are encouraged to vote using the Blue Proxy Card [1]

Core Viewpoint - Sonim Technologies is urging stockholders to support its qualified director nominees at the upcoming Annual Meeting on July 18, 2025, emphasizing the importance of protecting stockholder value amidst unsolicited acquisition proposals from Orbic North America, LLC [1][2][3]. Group 1: Strategic Alternatives Process - Following an unsolicited acquisition approach from Orbic in January 2025, Sonim's Board formed a Special Committee to explore strategic alternatives aimed at maximizing stockholder value [2][4]. - The Special Committee has identified potentially superior alternatives to the Orbic proposal, including a sale of assets to Social Mobile for up to $20 million and a reverse takeover transaction targeting a $15 million valuation for Sonim [5][9]. Group 2: Orbic's Proposal and Engagement - Orbic's engagement has been characterized by strategic inconsistency and adversarial behavior, with the company having over $22.5 million in judgments against it and a history of legal disputes [5][7][10]. - Orbic's proposals have been vague and conditional, lacking material terms or financing details, raising doubts about its ability to finance any acquisition [10][11]. Group 3: Board Nominees and Stockholder Vote - Sonim's Board emphasizes the independence and credibility of its director nominees, urging stockholders to vote using the WHITE proxy card to support these nominees [12][13]. - The Board strongly recommends that stockholders protect their investment by voting as soon as possible, regardless of attendance at the Annual Meeting [14].