Core Viewpoint - Glass Lewis & Co. recommends Sonim Technologies stockholders support AJP/Orbic's campaign for immediate board changes by voting for their proposed director candidates [1][2]. Group 1: Board Change Campaign - AJP and Orbic are advocating for a reconstitution of Sonim's board, emphasizing the need for accountability due to the current board's history of value destruction and poor capital management [2][3]. - The three recommended nominees by AJP/Orbic possess significant industry expertise, with strengths in software, artificial intelligence, and cloud infrastructure [2]. Group 2: Voting Instructions - Stockholders are urged to vote using the BLUE proxy card for the AJP/Orbic nominees and against the incumbent board and the company's equity incentive plan [4][3]. - Voting closes on July 17, 2025, at 11:59 PM Eastern Time, and stockholders are encouraged to change their votes if they have already voted using the WHITE card [3][4]. Group 3: Company Background - Orbic is a technology company based in New York, focusing on innovative mobile solutions and providing accessible technology to a broader audience [7].

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].

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 Insights - Orbic North America and GCT Semiconductor have signed a letter of intent to collaborate on developing and supplying a mobile hotspot and FWA gateway using a Verizon-certified 5G module based on GCT's new 5G chipset [1][4] - The partnership will initially focus on devices for the Verizon network, with plans to offer versions to other network operators globally [2][3] - GCT will provide technical expertise and chipsets for volume production, enhancing the collaboration's effectiveness [2][3] Company Overview - Orbic is a US-based technology company that specializes in innovative mobile solutions, offering a range of products including smartphones, tablets, and mobile hotspots [5] - GCT Semiconductor is a leading designer and supplier of advanced 5G and 4G LTE semiconductor solutions, known for its system-on-chip solutions that integrate multiple functions for high performance and low power consumption [6] Manufacturing and Development - Orbic is establishing a state-of-the-art manufacturing facility in Hauppauge, NY, aimed at producing CPE, mobile hotspots, smartphones, and tablets [3] - The partnership is subject to the negotiation of definitive agreements, which the parties intend to complete promptly [4]