UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-38907
Sonim Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
94-3336783
(I.R.S. Employer
Identification No.)
4445 Eastgate Mall, Suite 200
San Diego, CA 92121
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 378-8100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
Trading Symbol(s)
SONM
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☒
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☒
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the closing price of the shares of common stock
reported on The Nasdaq Stock Market on June 30, 2023 was approximately $23.1 million.
On March 20, 2024, there were 43,206,083 shares of the registrant’s common stock, par value $0.001, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III, Items 10-14 of this Form 10-K will either be (i) included in an amendment to this Annual Report on Form 10-K, or (ii) incorporated by
reference to the Registrant’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than
120 days after the end of the fiscal year covered by this Form 10-K.
Cautionary Note About Forward-Looking Statements
Table of Contents
PART I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Item 15.
Item 16.
Exhibit and Financial Statement Schedules
Form 10-K Summary
Signatures
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CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Those forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that act as well as protections
afforded by other federal securities laws. Generally, words such as “achieve,” “aim,” “ambitions,” “anticipate,” “believe,” “committed,” “continue,” “could,” “designed,”
“estimate,” “expect,” “forecast,” “future,” “goals,” “grow,” “guidance,” “intend,” “likely,” “may,” “milestone,” “objective,” “on track,” “opportunity,” “outlook,” “pending,”
“plan,” “position,” “possible,” “potential,” “predict,” “progress,” “roadmap,” “seek,” “should,” “strive,” “targets,” “to be,” “upcoming,” “will,” “would,” and variations of such
words and similar expressions identify forward-looking statements, which are not historical in nature. The forward-looking statements may appear throughout this report and
other documents we file with the Securities and Exchange Commission (the “SEC”), including without limitation, the following sections:
(i)
(ii)
(iii)
(iv)
(v)
Note 12 - Commitments and Contingencies to those Consolidated Financial Statements regarding the possible outcome of, and future effect on our financial
condition and results of operations of, certain litigations and other proceedings to which we are a party;
Part I, Item 1. “Business,” including the statements about our business plans and strategy and anticipated benefits therefrom;
Part I, Item 1A. “Risk Factors,” including the statements about ongoing risks and uncertainties and our assumptions in connection therewith;
Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the statements with regard to the future
changes to our business and our expectations regarding our strategy and new lines of products, future cash requirements, assessment of our liquidity, the
availability, uses, sufficiency, and cost of capital resources, and sources of funding, and future products, services, and technologies; and
Part II, Item 9A. “Controls and Procedures,” including the description of limitations on effectiveness of controls and procedures.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These
risks and uncertainties include, but are not limited to, the following:
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the availability of cash on hand and other sources of liquidity to fund our operations and grow our business;
our ability to compete effectively depends on multiple factors and we may not be able to continue to develop solutions to address user needs effectively;
we may not be able to continue to develop solutions to address user needs effectively, including our next-generation products, which could materially
adversely affect our liquidity and our ability to continue operations;
a small number of customers account for a significant portion of our revenue;
our entry into the data device sector could divert our management team’s attention from existing products, cause delays in launching our new products, or
otherwise have a significant adverse impact on our business, operating results, and financial condition;
we have failed and may continue to fail, to meet the listing standards of Nasdaq, and as a result, our common stock may become delisted, which could have a
material adverse effect on the trading, liquidity, and market price of our common stock;
the financial and operational projections that we may provide from time to time are subject to inherent risks;
our ability to incorporate emerging technologies into our new consumer products given the lengthy development cycle;
our ability to adapt to shortened customer lead times and tightened inventory controls from our key customers;
we are materially dependent on some customer relationships that are characterized by product award letters and the loss of such relationships could harm our
business and operating results;
our quarterly results may vary significantly from period to period;
we rely primarily on third-party contract manufacturers and partners;
if our products contain defects or errors, we could incur significant unexpected expenses, experience product returns and lost sales, experience product recalls,
suffer damage to our brand and reputation, and be subject to product liability or other claims;
we are required to undergo a lengthy customization and certification process for each wireless carrier customer;
we are dependent on the continued services and performance of a concentrated and limited group of senior management and other key personnel;
we face risks related to the impact of various economic, political, environmental, social, and market events beyond our control can impact our business and
results of operations; and
other risks and uncertainties described in this annual report in the “Risk Factors” section, as such descriptions may be updated or amended in any future
reports we file with the SEC.
We urge investors to consider all of the risks, uncertainties, and other factors disclosed in these filings carefully in evaluating the forward-looking statements contained in this
report. We cannot assure you that the results or developments anticipated by us and reflected or implied by any forward-looking statement contained in this report will be
realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for us or affect us, our operations or financial
performance as we forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized, or other
factors, the actual results relating to the subject matter of any forward-looking statement in this report may differ materially from the anticipated results expressed or implied in
that forward-looking statement. The forward-looking statements included in this report are made only as of the date of this report, and we undertake no obligation to update any
such statements to reflect subsequent events or circumstances.
As used herein, “Sonim,” the “Company,” “we,” “us,” “our,” and similar terms include Sonim Technologies, Inc. and its subsidiaries, unless the context indicates otherwise.
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Item 1. Business.
Overview
PART I
We are a leading U.S.-based provider of rugged solutions, including rugged phones, connected devices, and consumer durable phones. The Company’s growth strategy aims to
enhance our leadership position in the rugged market by offering a comprehensive product portfolio that serves a broader customer base. We plan to penetrate the connected
solutions market with high quality and competitively priced products and enter the consumer durable phone market, where we offer more durable devices to mid and value
tiers. Since the second quarter of 2023 through the filing date of this report, we have won thirteen product awards for our expanded portfolio from carriers and channel partners.
These new products will launch throughout 2024. Additionally, we have a non-core business using the ODM model, where we design products based on a customer’s
specifications and find the manufacturer for the product. These products typically have low margins, high volume, and a short life cycle. In 2022 we began selling tablets under
this ODM model and ceased tablet sales in October 2023 as their life cycle ended.
We currently have device placements with the three largest wireless carriers in the United States – AT&T, Verizon and T-Mobile – as well as the three largest wireless carriers in
Canada – Bell, Telus and Rogers. While we primarily sell through the wireless carrier channel, we also sell through distribution channels in North America and Europe. Our
tablets were sold unbranded and were imported by our customer to the U.S., for sale in the U.S. Our devices and accessories connect users with voice, data, workflow, and
lifestyle applications that enhance the user experience while providing an extra level of protection.
Our solutions include ultra-rugged mobile phones capable of connecting to both public and private wireless networks, industrial-grade accessories that meet specific application
requirements, and software applications and cloud-based tools that provide management and deployment services to our customers. We integrate Push-to-Talk (“PTT”)
capabilities into both the hardware and software of our mobile phones, including a dedicated hard key that can initiate a PTT call even if the phone is in a sleep-state. The end
customers of our solutions include construction, energy and utility, mining, recreation and hospitality, logistics, manufacturing, public sector and transportation entities. These
customers primarily purchase our devices and accessories through their wireless carriers. The key attributes of our core solutions, tailored for the needs of our end users, include
impact resistance, waterproofing, chemical resistant, and dustproof construction, extended battery life and extra loud audio, supported by a three-year comprehensive warranty.
All of our devices run on the Android operating system, providing a familiar and intuitive user interface. Our smartphones have access to a library of millions of applications
available through the Google Play Store. We have also implemented dozens of application programming interfaces (“APIs”) specific to our mobile phones and have partnered
with third-party application developers to create a purpose-built experience for our end users using these applications on our mobile phones. This includes working with the
leading providers of PTT and mission-critical-PTT, or MCPTT applications to deliver a seamless instant communications experience.
We currently have stocked phone and accessory products with the three largest U.S. wireless carriers: AT&T, T-Mobile and Verizon. This means that these carriers test and
certify our mobile phones on their networks and maintain inventory in their warehouses. They then sell these products through their enterprise and retail sales teams to end
customers, often on a subsidized or financed basis. Our full product portfolio is also stocked with the three largest Canadian wireless carriers.
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We enter into master sales arrangements with carriers, including channel partners that contributed approximately 45% of our total revenues for the year ended December 31,
2023 (under which our partners purchase our solutions for distribution on a purchase order basis). Under these arrangements, we and the channel partners determine sales
channel distribution in connection with pricing (including any discounts and price protection) and market positioning of each particular mobile phone product. We also offer our
channel partners channel marketing and other promotional incentives, such as sales volume incentives, in exchange for retail price reductions. We may also offer Non-
Recurring Engineering, or NRE, services in the form of third-party design services relating to the design of materials and software licenses used in the manufacturing of our
products. For the years ended December 31, 2023 and 2022, approximately 88% and 83%, respectively, of our revenues were derived from our top four customers. Similarly,
for the years ended December 31, 2023 and 2022, approximately 48% and 42%, respectively, of our revenue came from our tablet product, which had only one customer. We
ceased selling tablets in October 2023 as their life cycle ended. As we expand our portfolio and increase sales in Europe and Australia in 2024, we expect our revenues to be
less heavily concentrated among our top customers.
For the years ended December 31, 2023, and 2022, our revenue was $93.6 million and $69.8 million, respectively. For the same periods, our net loss was $0.1 million and $14.1
million, respectively. Moreover, net revenues from our top four customers were approximately $82 million and $58 million, for the years ended December 31, 2023, and 2022
respectively.
Our Products
Ruggedized Cell Phones
Communication, data collection, productivity and safety among task workers has always been a central requirement in business-critical and mission-critical environments.
Organizations with remote and disparate workers—from police and firefighters to construction, oil rig, logistics and manufacturing workers—need an extremely durable
solution that provides reliable and secure voice, data and workflow applications. The global market for rugged devices continues to grow and we believe that the use of
consumer phones in line-of-business applications provides an attractive market opportunity. Ruggedized mobile phones are well suited for industrial enterprise and other critical
infrastructure applications due to their durability and functionality in a range of environments. Equipping workers with smarter mobile phones also helps enable more efficient
communication with and between field employees and enhances the information that decision-makers use to deploy resources within their organizations. The timing of our
growth into Europe and other areas outside of North America has accelerated due to the shutdown of a former competitor, Bullitt Group Ltd. (“Bullitt”), in January 2024. We
are expanding our sales force and increasing our service infrastructure to serve customers that were previously served by Bullitt.
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Connected Solutions Market
Products include mobile hotspots and fixed wireless devices that connect to the internet through the cell phone networks. The carriers have created new revenue streams by
providing these devices to their customers to access the internet. These devices replace cable internet access and provide new access to rural areas. The market for these devices
is growing tremendously in North America and in Europe. We created a division to design, develop and sell connected solutions devices. With competition exiting the carrier
space as well as non-competitively priced products in the market, Sonim believes that this space is a great opportunity for expansion. Sonim has developed feature-rich devices
that are competitively priced. The mobile hotspot segment has millions of LTE devices that customers will be upgrading to 5G as the cost of the devices becomes more
affordable. The fixed wireless access segment is a greenfield opportunity for wireless operators to establish new revenue streams with their customers. In both areas, Sonim
plans to gain market share. We received five product awards for hotspot devices from the U.S. and Canadian carriers, as well as an Australian carrier. We expect to begin
launching new hotspots in the first half of 2024.
Consumer Durable Market
We are testing our premise that consumers want a more durable low-cost smartphone with the development of a more durable low-cost smartphone. We may launch a new
consumer durable smartphone in late 2024 or 2025.
Original Design Manufacturing (“ODM”) Business Model
In this model, we identify a customer, design a product to meet their needs, outsource the production to a third-party partner, and manage the production and quality control of
the product. We use our expertise and experience to efficiently and quickly develop new products that are designed based on a customer’s specifications. The model allows us
to reduce our risk by preventing us from having to commit resources for the development, production, and financing of the raw materials and inventory. This is not a core
business for the Company, but we will continue to take advantage of opportunities. In 2022 we began selling a tablet under the ODM model. In the fourth quarter of 2023, the
tablet reached the end of its life cycle, and we stopped selling the product. We started selling low-cost white-label cell phones under this model in December 2023. Revenue
from these phones is expected to expand in 2024. Products under the ODM model have lower costs, lower margins, and shorter life cycles than our other products.
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Key Features of Our Ruggedized Solutions
● Durability and reliability. Our mobile phones can withstand a variety of harsh environments and are supported by our industry-leading three-year comprehensive
manufacturer’s warranty, which includes damage from glass breakage, water, dust, and punctures. Key features of our rugged devices include:
● Puncture, shock, pressure and drop and impact resistance. Durable rubber and Gorilla Glass construction to protect against damage from sharp objects, falls,
vigorous movements and compression by heavy weights.
● Waterproof and dustproof construction. Reinforced seals and waterproof mesh membranes to prevent potential damage caused by moisture and debris.
● Multi-shift battery life. Replaceable battery designed to provide sufficient power to last through a dual eight-hour shift in most real-world conditions.
● Extra-loud audio. Produces high sound quality at high volumes and uses noise cancellation technology for loud background noise environments.
● Glove-friendly design. Screens and buttons responsive to touch through gloves and water.
● Operational in and resistant to extreme temperatures. Protective exterior prevents damage to our devices’ hardware from very cold and hot temperatures.
● Chemical resistance. Ability to effectively sterilize and sanitize, regardless of potential contaminants.
● Increased communication and visibility through an enterprise. Our solutions are used to track locations, update and manage various tasks and enable communication
with and between task workers. For example, location tracking and data analytics enable fleet optimization, help enterprises make asset allocation and deployment
decisions and ensure that fleets are at the right place at the right time. In addition, our solutions are specifically designed to capture, store and analyze multiple data
types for enterprise needs, enabling them to make decisions. For example, by leveraging this data, task workers such as first responders can more strategically plan
their logistics resulting in decreased response times. Finally, by providing a reliable mode of communication between employees, supervisors and command centers,
those not in the field have crucial insight into the status and performance of task workers in the field. This can also result in improved safety for employees that work
in high-risk environments.
● Enhanced functionality through software and hardware configurations. Our solutions allow end customers and task workers to customize our mobile phones using
Android-based applications and vertical-specific accessories to address their varying needs. Enterprises and agencies can leverage the millions of applications
available on the Google Play Store, our dozens of device-specific APIs, and our industrial accessories to create a purpose-built solution to meet the specific use cases
of their task workers. For example, school bus operators can combine our ruggedized phones, an industrial mounting kit, a PTT application that leverages our APIs and
a location-tracking application to ensure that they have a solution that enables constant communication with dispatchers that is compliant with the U.S. Department of
Transportation’s hands-free driving regulations and that can also automatically alert parents of route delays. The ability for enterprises and agencies to customize their
solutions allows their task workers to use a single device for tasks that would previously require multiple and often more costly devices.
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● Ease of use. Our devices are designed to look and function similarly to the latest generation of consumer-focused mobile phones with additional features for various
enterprise-specific purposes, and also run on the Android operating system which has a familiar and intuitive interface. They provide familiar characteristics to many
single-purpose devices, such as dedicated physical buttons for PTT and barcode scanning and offer a simplified user interface, which helps minimize the learning
curve for task workers who are transitioning from LMR or data capture devices. Furthermore, all of our mobile phones come equipped with our SonimWare software,
which helps IT administrators more quickly provision and deploy our devices to task workers, reducing the cost and effort associated with converting to our solutions.
● Consolidation of devices. A large number of devices can lead to excess bulk carried by task workers and can inhibit their mobility in the field. These specialized
devices can also be expensive and typically require full replacement after end-of-life, which can be a cumbersome and costly process. By combining commonly used
applications and functionality into one ruggedized device with the option for add-ons, enterprises can reduce the need for multiple, single-purpose devices. We believe
that replacing outdated single-purpose devices with a Sonim device can enhance fleets’ mobility and economically streamline equipment updates or replacements.
As a result of these key attributes, we believe that our ruggedized, purpose-built mobile solutions can increase the productivity of task workers and significantly reduce the total
cost of ownership for entities deploying our solutions.
Our Strategy
The three pillars of our go-forward strategy are as follows:
● Enhance and expand our leadership position in rugged enterprise and public sector markets. Expand into Europe and other markets. Take advantage of sales
opportunities due to the shutdown of the Bullitt.
● Approach the data device and connected solutions market with feature-rich devices that are affordably priced and leverage the Company’s high-quality approach to
product design and procurement. We have received five product awards for new hotspot devices from U.S. and Canadian carriers, as well as an Australian carrier.
These hotspots are expected to launch throughout 2024.
● Address growing market demand in the consumer market for high quality, lower cost, attractively designed handsets that include key rugged features. We will launch a
new consumer durable phone in the fourth quarter of 2024 and we will use this as a gage of consumer demand for a more durable consumer smartphone.
Our strategy includes the following:
● Strategically grow the Company. Continue to increase the competencies of the Company to develop new connected solutions and rugged products. Expand the sales
force in Europe to take advantage of opportunities for connected solutions devices and for rugged phones following the shutdown of Bullitt.
● Invest in sales channel partnerships and build the Sonim brand to drive sales. Our channel partners are leading global wireless carriers, distributors of data devices,
communications system integrators and electronics resellers. These channel partners have large sales forces who sell our solutions to end customers in our target
markets. They enable us to cost-effectively scale our business without employing a large direct sales force of our own. Our expansion into the connected solutions
markets opens up opportunities with additional carrier partners globally.
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Our Target Markets
We believe that our solutions can improve communication reliability, operational efficiency and safety for end customers and task workers in commercial sectors, public
sectors, and for individual retail customers. Our ruggedized mobility solutions target three end markets: industrial enterprise, public sector, and consumers that demand a more
durable product.
Industrial Enterprise
Transportation and Logistics. Enterprises and fleet workers across supply chain, delivery services, airport workers, and field management rely on mobile devices to operate
safely and efficiently in environments that are often susceptible to inclement weather. For enterprises looking to improve supply chain functionality, our mobile resource
management applications such as location tracking, mileage tracking, and job dispatch can help businesses monitor operations more efficiently. We believe that a weather-
resistant and long-battery ruggedized device, combined with productivity applications and services with the native camera on our XP10 smartphone—provides reliable
communication options for transportation and logistics workers. In addition, our solutions reduce the number of devices and tools that these task workers would need to carry in
the field by consolidating the functionality of multiple single-purpose devices into one purpose-built mobile device.
Construction. We offer workers in the construction industry crush-, puncture-, scratch- and impact-resistant devices, which we believe to be crucial in environments where there
is a high risk of such occurrences. Jobsites also value the PTT capabilities that are tightly integrated into Sonim devices. Additionally, we believe our phones and related
accessories help promote worker safety and productivity, with support for lone-worker safety applications and with features such as extended battery life and extra-loud
speakers. For business decision-makers, we offer devices with consolidated functionality, which enables a total cost of ownership that we believe is significantly lower versus
comparable offerings that enable real-time reporting. This can help eliminate costly delays by capturing verbal, visual, and location data from job sites more efficiently.
Manufacturing. As market demand and competition in the manufacturing sector require more nimble production lines, equipment for reliable communication and safety
standard compliance are necessary to improve efficiency and keep workers safe. Our devices’ PTT functionality and extra-loud speakerphones are designed to keep lines of
communication open and functional in fast-changing and loud environments, while our glove-friendly touchscreen displays allow workers to have access to real-time data, thus
reducing production downtime. Additionally, our devices are designed to survive blunt force and can be sanitized and sterilized for safe use in food or medical processing
facilities. We believe that these features can enhance the productivity of workers in the manufacturing industry.
Facilities Management. Service-based operations in large indoor and outdoor facilities, including recreation parks, require management of mobile teams. Our mobile phones
consolidate radio, guard tour verification, panic button systems and scanners, which otherwise would require separate and single-purpose equipment. Our devices can improve
business operations through functionalities such as automated work order dispatch and job completion verification tools delivered via proprietary third-party applications
integrated with our devices.
Energy, Mining, and Utilities. The safety standards for mobile phones used in the energy and utility industry are more stringent due to the reactive characteristics of the natural
resources being procured and serviced, as well as the potentially high-voltage or explosive environments. We believe we are uniquely positioned to serve these workers because
a number of our devices are designed for use in potentially explosive or hazardous environments (rated Non-Incendive or Intrinsically Safe by either the CSA Group, ATEX or
IECEx notified bodies), and their resistance to various chemicals and extreme temperatures. Reliable communication devices are often mission-critical for workers to stay safe
while performing energy- and utility-related operations.
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Public Sector
Public Safety. In the United States, AT&T’s FirstNet network and Verizon’s public safety prioritization provide optimized networks for this sector. Through our partnerships
with the major wireless carriers, we believe we are in a strong position to provide mission-critical solutions to the public safety market as public safety networks mature.
Through enhanced communication capabilities, our devices can decrease the response time of first responders and help public safety workers stay safe and connected in
hazardous, isolated or emergency conditions. The durability of our phones, combined with their purpose-built functionality, provides a lower total cost of ownership compared
to similar products, which is highly attractive to city and state decision-makers.
Federal Government. Whether during natural disasters or day-to-day operations, our devices help provide functionality and reliability that is crucial for federal workers to
protect and serve their nation. Our mobile solutions support purpose-built voice communications and data capture applications that allow federal workers to stay connected and
quickly make more informed decisions while in the field.
Small Business Users
As small businesses grow more reliant upon mobile devices to support all of their daily activities, mobile devices are now more than ever being placed into situations and
environments that are more prone to physical damage including screen breakage and water damage. We believe that this market is currently underserved with only higher cost
devices offering the features that are needed. Sonim’s value proposition will be to offer an overall lower total cost of ownership as a small business will not need to lose
valuable downtime and money repairing or replacing their device as often as other devices in the market. We will be launching a new semi-rugged smartphone that is sleeker
and lighter than our ultra-rugged phones, in the second half of 2024. These phones will be targeted at small business users.
Home and Small Business Internet Users
Mobile hotspots are used by businesses, government employees and consumers. Having the ability to access the internet in a secure way wherever the customers go is essential
to many users. Whether it is a salesperson visiting their customers, a police officer using their computer in their patrol car, a student working on a paper or a family going on
vacation, the need for reliable internet has become a necessity in today’s world. Mobile hotspots provide the perfect vehicle for taking advantage of these features. We will be
launching two new mobile hotspots beginning in the second quarter of 2024 in the U.S., Canada, and Australia.
Fixed wireless access provides an economical way for operators to quickly deploy internet to new customers without having to lay costly new cable or fiber. This service is
used by businesses and consumers alike. Historically internet connectivity was effectively a monopoly business with major fixed wireline operators dividing up the country.
Consumers had little choice when it came to options for internet service. With 5G, wireless operators are using fixed wireless access as a way to add new revenue streams to
their businesses. Additionally, fixed wireline operators are using fixed wireless access as a way to quickly deploy to rural areas that were not served by cable companies.
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Products and Technology
Features of Our Ruggedized Mobile Phones
Our mobile phones can withstand a variety of harsh environments and are supported by our industry-leading three-year comprehensive manufacturer’s warranty for our ultra-
rugged devices. We developed our devices to meet industry standards for protection from the ingress of water and/or micro-particles (IEC standard 60529). Our devices are
rated a minimum of IP-68, allowing them to be submersed in up to six and a half feet of water for up to 30 minutes, and our XP10 smartphone has been further tested and
certified to withstand sprays of high-pressure streams (up to 1,450 PSI) of hot (80°C) water (IPx9K). We have additionally designed and manufactured our devices to withstand
repeated drops to concrete across all angles and faces, attaining MIL-STD-810G ratings and, in 2011, earning the Sonim XP3300 the title of World’s Toughest Phone by the
Guinness Book of World Records after surviving a fall from 82 feet 11.7 inches to concrete. Engineered with a protective glass lens that is up to three times thicker than that of
other cellular devices in the market and a unique blend of plastic and rubber used in the housings, our ultra-rugged mobile phones are designed to be resistant to punctures
caused by impacts from external objects up to 2J on the display lens and 4J on the housing. Furthermore, we understand that the jobs of our end users often take them into
extreme environments. As a result, we have designed our devices to operate from -4°F to +131°F, be usable while wearing work gloves (glove-friendly touch display, large
physical buttons), be audible in noisy environments with loud 100+ dB loudspeakers and multiple microphone noise-cancellation technology, and, for our XP5plus and XP10
phones to last throughout an average day based on ordinary use without needing to be recharged with large, extended-life batteries. We have also designed, manufactured and
certified our devices to be safe for use in potentially hazardous or explosive environments.
In addition, our devices provide a wide range of connectivity options for our end customers (including LTE, 3G, 4G, 5G, GSM, WiFi, NFC, location tracking and Bluetooth for
certain of our devices), and our phones support a wide range of global frequencies allowing them to be used almost anywhere in the world where there is cellular coverage. Our
phones are certified to work on multiple mobile network operators and come equipped with LTE Band 14 to support FirstNet (built with AT&T). We continue to explore how
and when to best support the latest technologies, including 5G, and we plan to incorporate them into our product roadmap when our end market segments require such
functionality, and the technology has reached a reasonable level of maturity.
Our Devices
Mobile Phone Products
● Sonim XP10. The Sonim XP10 is an Android-based 5G smartphone.
● Sonim XP5plus. The Sonim XP5plus is a purpose-built 4G feature phone designed for task workers who have a “no frills” attitude about their communications tool.
● Sonim XP3plus. The Sonim XP3plus is a 4G feature phone in a clamshell form factor that offers our customers a cost-effective voice and/or PTT solution without
distracting end users from doing their jobs with things like an application store or email.
● Sonim XP Pro. The Sonim XP Pro will be launched in the second half of 2024 with three North American carriers. The XP Pro is an Android-based 5G smartphone
that is sleeker and lighter than our XP10 and will be marketed to small businesses that need a phone that is more durable than a consumer phone.
Connected Solutions Products
● Sonim Mid-Range Mobile Hotspot. The Mid-Range Mobile Hotspot is expected to be launched beginning in the second quarter of 2024 with multiple carriers. It
allows users to connect to the internet wherever they can access the 5G network.
● Sonim Premium Mobile Hotspot. The Sonim Premium Mobile Hotspot is expected to be launched in the second half of 2024.
Accessories
Our portfolio of industrial-grade accessories extends beyond the traditional consumer cellular ecosystem of wall chargers and cases. We work with a number of accessory
manufacturers and design partners to deliver innovative purpose-built accessories that enhance the functionality and usability of our devices.
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SonimWare Software
In addition to the ecosystem of Android developers and their applications, which are supported on our devices, we provide a suite of applications and tools that help customers
manage, deploy and support their Sonim devices. The capabilities of these software applications differentiate us from many rugged vendors that only focus on hardware.
Current capabilities include:
● Sonim Setup Wizard allows provisioning teams to rapidly customize and deploy large number of devices with less manual work and fewer errors.
● Sonim SafeGuard lets user administrators block usage of selected apps and features, ensuring only those critical to job-related functions and cost requirements are
used. We are looking to expand the functionality of SafeGuard to extend to the consumer market for key features such as parental controls.
● Sonim Kiosk Mode lets user administrators configure devices with the minimum required functionality, a critical customer need in hazardous environments or
anywhere where user safety is paramount.
● Scout App Updater lets administrators control when and where updates are sent to users’ phones.
● Sonim SOS provides emergency alert capabilities for users of Sonim devices to help ensure worker and job-site safety. Additionally, given recent events that highlight
school safety concerns, we are working on implementing this solution in our consumer handset line as well as our data solutions products.
Sales and Marketing
As of December 31, 2023, our sales and marketing team consisted of 19 professionals located in the United States, Canada and Europe. We sell our products directly to wireless
carriers, through distributors and resellers and directly to end customers. Our marketing efforts consist of product marketing, channel partner/carrier marketing and corporate
marketing. Product marketing focuses on ensuring that carrier requirements related to product specifications are in-line with our brand requirements. Channel partner marketing
focuses on go-to-market strategy as well as developing supplemental sales tools, carrier and non-carrier marketing campaigns, industry trade show materials and brand
awareness. Corporate marketing consists of public relations, social and digital marketing and lead generation operations.
Customers
While we are actively committed to expanding our customer base on various levels, our sales model for the phone business mainly focuses on sales through our channel
partners. As a result, a small number of customers account for a large percentage of our net revenue. For the fiscal year ended December 31, 2023, the purchaser of our tablets
(our largest customer) and the three largest U.S. wireless carriers (our channel partners) accounted for approximately 48% and 35% of our net revenue, respectively, collectively
constituted approximately 83% of our net revenue. Although the net revenue from our largest customer (and consequently from tablet sales) ended in October 2023, as we
generate more net revenue from other customers, we expect that net revenue from a relatively small group of customers will continue to account for a significant portion of our
net revenue in the near term. For further discussion of our revenue trends and risks related to our customers and contractual relationships, please refer to “Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part I. Item 1A. Risk Factors” of this Form 10-K.
Manufacturing
We have outsourced the manufacturing and the final assembly to third-party ODM partners for our phones and data devices.
Competition
We operate in a highly competitive environment serving end customers in the industrial enterprise and public sector markets. These markets are highly fragmented, evolving
and increasingly competitive. Competition in our industry is intense and has been characterized by rapidly changing technologies, evolving industry standards, significant
barriers to entry in the form of carrier certification requirements, frequent new product introductions, annual operating system changes and rapid changes in end user
requirements.
Non-rugged mobile device manufacturers have not historically created devices specifically to compete in the industrial enterprise and public sector markets. These
manufacturers typically focus on a different consumer audience and the requirements to manufacture ruggedized phones differ significantly from their core products.
Nevertheless, we face competition from manufacturers of non-rugged mobile phones such as Apple Inc. and Samsung Electronics Co. Ltd, or Samsung, to the extent that end
users decide to purchase traditional devices and add a rugged case for use in environments that we believe are better suited for purpose built ruggedized mobile phones. We also
face competition from manufacturers of rugged mobile phones such as Samsung, and Kyocera Corporation as well as from large system integrators and manufacturers of
private and public wireless network equipment and devices. A large competitor in the rugged phone space, Bullitt Group Ltd., ceased operations in January 2024, which has
created an opportunity for us, particularly in Europe.
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We believe the principal competitive factors affecting the market for our products are the products’ performance, features (including security features), quality, design
innovation, reliability, price, customer service, reputation in the industry, brand loyalty and a strong third-party software and accessories ecosystem. We believe that our
strongest competitive advantages are our products’ durability and reputation in the industry, as well as the push to talk capabilities not available in all competitive devices.
Additionally, we believe our XP10 rugged smartphone is one of the most rugged smartphones made anywhere in the world and it is consequently able to be fully sterilized and
cleaned. In order to compete, we will be required to continue to respond promptly and effectively to the challenges of technological changes and our competitors’ innovations.
Intellectual Property
Our competitiveness and future success are dependent on our ability to protect our own proprietary technology and to access other important intellectual property. We protect
our freedom to operate in the markets and mitigate intellectual property costs by proactively securing licenses with key patent holders, filing our own patents, trademarks, and
copyrights and participating in defensive patent pools. As of December 31, 2023, we held 17 utility and design patents in the United States and 11 outside the United States and
have filed 1 utility and design patent applications in the United States. We also have contractual rights to standard essential patents for 2G, 3G, 4G, and 5G wireless
technologies, some of which require significant royalty payments. As of December 31, 2023, we held 16 trademarks in the United States and 17 trademarks outside the United
States and have filed 9 trademark applications in the United States and 11 outside the United States. We opportunistically negotiate licenses with other patent holders where
appropriate for our technology.
Our products are built to conform to wireless standards which are covered by numerous essential patents held by third parties. Our wireless carriers require us to provide patent
indemnification for the products we sell to them, and in turn, we secure intellectual property indemnification from our suppliers.
We do not believe that our products infringe on the proprietary rights of any third parties. There can be no assurance, however, that third parties will not claim such
infringement by us or our channel partners and end customers with respect to current or future products. In the past, we have had third parties assert exclusive patent or other
intellectual property rights to technologies that are important to our business. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause
product shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products.
Our smartphone devices use the standard Android operating system and our feature phones use an operating system based on the Android Open Source Project. We additionally
integrate third-party licensed software on commercially reasonable terms. Several Android-based apps and extension enablers of Android are developed internally by our
employees.
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Legislation and Regulation
Wireless communication devices use radio spectrum, which is regulated by government agencies throughout the world. In the United States, use of spectrum is regulated by the
Federal Communications Commission, or FCC, and the National Telecommunications and Information Administration, or NTIA, for non-federal government entities and
federal government entities, respectively. The FCC and NTIA allocate spectrum for various uses, including commercial wireless services and public safety services, and
regulate the use of that spectrum and the devices, such as our products, that operate on that spectrum. The FCC and NTIA also adopt requirements that affect wireless
equipment, such as limits on radio emissions and rules requiring that handsets have specified capabilities, such as providing location information to 911 operators. The FCC
also regulates the testing and certification for the import and/or sale of certain wireless devices.
Other countries also have regulatory bodies that define and implement the rules for using radio spectrum, pursuant to their respective national laws and international
coordination under the International Telecommunications Union. Our ability to manufacture and sell products in other countries could be affected by such rules. In addition, any
significant variations between the rules in the United States and rules in other countries, including differences in available spectrum bands for wireless communication, could
increase the costs of designing and manufacturing our products.
Research and Development
We allocate significant resources and funds to developing robust and innovative solutions for the end users of our products and ensuring that these solutions meet their exacting
requirements for functionality and reliability. Our research and development initiatives are led by our internal teams and are supported by third-party original design
manufacturers as needed. Our product management team and our sales and marketing team spend time interacting with a combination of end users and IT administrators in our
target markets, wireless carriers and application and accessory ecosystem partners to better understand the market requirements for our solutions. Once defined, our engineering
organization develops and tests the solution against these requirements and works to achieve technical certification and approval from the wireless carriers which allows the
solutions to be sold to our end users.
Employees
We have 67 full time employees and 25 contractors as of December 31, 2023.
None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our
relations with our employees to be good.
Corporate Information
Sonim Technologies, Inc. was incorporated in the state of Delaware on August 5, 1999, and is headquartered in San Diego, California.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, are filed with the Securities Exchange Commission, or the SEC. The SEC’s website is www.sec.gov. Our
website provides a link to our SEC filings, which are available free of charge on the same day such filings are made. The specific location on the website where these reports
can be found is ir.sonimtech.com. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, the
Company’s references to website URLs are intended to be inactive textual references only.
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Item 1A. Risk Factors.
Investing in our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this Annual
Report on Form 10-K before deciding to purchase our securities. There are many risks that affect our business and results of operations, some of which are beyond our control.
If any of the following risks actually occur, our business, financial condition or operating results could be significantly harmed. This could cause the trading price of our
common stock to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect
our business and results of operations.
SUMMARY OF RISK FACTORS
The following is a summary of some of the risks and uncertainties as of the date of the filing of this Annual Report on Form 10-K that could materially adversely affect our
business, financial condition, and results of operations. You should read this summary together with the more detailed description of each risk factor contained below in the
section titled “Risk Factors.”
Risks Related to Our Business and Industry
● Our ability to compete effectively depends on multiple factors and we may not be able to continue to develop solutions to address user needs effectively;
● We face strong competitors with greater resources and more extensive experience in the industry;
● A small number of customers account for a significant portion of our revenue;
● We are materially dependent on some customer relationships that are characterized by non-binding product award letters and the loss of such relationships could harm our
business and operating results;
● We rely primarily on third-party contract manufacturers and partners;
● We continue to restructure and transform our business;
● Our entry into the data device sector may divert financial and managerial resources;
● Lengthy customization and certification process for each wireless carrier customer;
● We are dependent on the continued services and performance of our management and key personnel;
● Our products may contain defects or errors;
Risks Related to Our Financial Condition
● We may not generate sufficient liquidity to operate our business and maintain its growth;
● Our liquidity has been adversely impacted by our ongoing net losses;
● We have not been profitable in recent years and may not achieve or maintain profitability;
Risks Related to Information Technology and Intellectual Property
● Without successful protection of our intellectual property, our competitive position may be harmed;
● The occurrence of security breaches, improper access to or disclosure of our data or customer data, and other cyber incidents can inflict monetary and reputational
damages;
● Others may claim that we infringe on their intellectual property rights;
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Risks Related to Legal and Regulatory Matters
● Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business;
● Changes in U.S. trade policy including tariffs can adversely impact our business;
Risks Related to Ownership of Our Common Stock
● We are not in compliance with the listing standards of the Nasdaq Stock Market and as a result, our common stock may become delisted;
● Sales of our common stock under the currently effective registration statement or the perception of such sales can result in a decline in the price of our common stock;
● Our quarterly results may vary significantly from period to period;
● Financial projections we communicate to the markets from time to time may be inaccurate; and
General Risk Factors
● We face risks related to the impact of various economic, political, environmental, social, and market events beyond our control can impact our business and results of
operations.
Risks Related to Our Business and Industry
To remain competitive and stimulate consumer and business demand, we must successfully manage the introductions of new products and product lines and the transition
and enhancement of existing products.
We operate in a highly competitive, quickly changing environment characterized by evolving industry standards, frequent new product and service introductions, evolving
distribution channels, increasing demand for customized product and software solutions, rapid competitive developments; and changing customer demands. Technological
advancements could render our products obsolete, which typically erodes prices and causes products to become unmarketable.
Our success will depend on our ability to respond to changing technologies and customer requirements, effectively stimulate customer and business demands for new and
upgraded products, and our ability to develop and introduce new and enhanced products in a cost-effective and timely manner. For example, our XP3plus and XP5plus products
are compatible with fourth-generation, or 4G, technology, but emerging fifth-generation wireless, or 5G, technology will require network infrastructure upgrades, which could
require us to update and migrate all of our systems from 4G to 5G.
As a result, we are currently prioritizing spending on research and development of our consumer durable mobile phones and other data devices. However, the research and
development necessary to launch our new products will require us to incur additional costs and our liquidity continues to be adversely impacted by our ongoing net losses.
There can be no assurance that we will have sufficient resources to complete the development of our new products and bring them to market. Even if we are able to introduce
our new ruggedized mobile phones to the market, there can be no assurance that these new product introductions will lead to any sales or increase in revenue. If we fail to
develop new products on a timely and cost-effective basis, or if our new products fail to achieve market acceptance, our business, operations, financial condition, and liquidity
would be further materially adversely affected and we may be required to delay, reduce or cease our operations and we may be required to seek bankruptcy protection. In
addition, we introduced and plan to continue introducing new product lines in new markets expanding our business to data device markets, which may require management of
new suppliers, potential new customers, and new business models to keep new products competitive.
The development of new or enhanced products is a complex and uncertain process requiring the accurate anticipation of technological and market trends. We may experience
design, manufacturing, marketing, and other difficulties that could delay or prevent the development, introduction, or marketing of our new products and enhancements. If we
experience delays with new products, if our expectations regarding market demand and direction are incorrect, if sales of our existing products begin to decline more rapidly, or
if the rate of decline continues to exceed the rate of growth of our next-generation products, it will materially and adversely affect our business, results of operations and
financial condition, and may require us to significantly reduce or even eliminate certain research and development programs.
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We participate in a competitive industry, which may become more competitive. Competitors with greater resources and significant experience in high-volume product
manufacturing may be able to respond more quickly and cost-effectively than we can to new or emerging technologies and changes in customer requirements.
We face significant competition in developing and selling our solutions. Our primary competitors in the non-rugged mobile device market include Apple Inc. and Samsung
Electronics Co. Ltd. Our primary competitor in the rugged mobile device market is Kyocera Corporation. We also face competition from large system integrators and
manufacturers of private and public wireless network equipment and devices. Competitors in this space include Harris Corporation, JVC KENWOOD Corporation, Motorola
Solutions, Inc., MSI, and Tait International Limited.
We cannot assure we will be able to compete successfully against current or future competitors. Increased competition in mobile computing platforms, or related accessories
and software developments may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and
development, sales and marketing, and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies
that produce complementary products, which may create additional pressures on our competitive position in the marketplace.
Most of our competitors have longer operating histories, greater name recognition, larger customer bases, and significantly greater financial, technical, sales, marketing, and
other resources and experience than we do. In addition, because of the higher volume of components that many of our competitors purchase from their suppliers, they are able
to keep their supply costs relatively low and, as a result, may be able to recognize higher margins on their product sales than we do. Many of our competitors may also have
existing relationships with the channel partners who we use to sell our products, or with our potential customers. This competition may result in reduced prices, reduced
margins, and longer sales cycles for our products. Our competitors may also be able to quickly and cost-effectively respond to new or emerging technologies and changes in
customer requirements. The combination of brand strength, extensive distribution channels, and financial resources of the larger vendors could cause us to lose market share
and could reduce our margins on our products, especially if any of our larger competitors moved into the market for ultra-rugged mobile phones and accessories, as those
competitors would enjoy relatively low barriers. If any of our larger competitors were to commit greater technical, sales, marketing, and other resources to our markets, our
ability to compete would be adversely impacted. If we are unable to successfully compete with our competitors, our sales will suffer and as a result, our financial condition will
be adversely impacted.
We are dependent on the continued services and performance of a concentrated and limited group of senior management and other key personnel, the loss of any of whom
could adversely impact our business.
Our future success depends in large part on the continued contributions of a concentrated and limited group of senior management and other key personnel. Beginning in 2021,
we outsourced substantially all of our software development and manufacturing work to third parties and, as part of these outsourcings, we transferred or eliminated a
significant number of employees. As of December 31, 2023, our worldwide employee headcount was 67 employees.
Due to the small size of our Company and our limited number of employees, each member of our executives, managers and other key personnel serves a critical role to our
success. If we are unable to retain sufficiently experienced and capable employees, including those who can help us increase revenues generated from our end market segments,
our business and financial results may suffer. The loss of the services of any additional executives, managers or other key personnel could impede the achievement of our
strategic objectives, seriously harm our ability to successfully implement our business strategy and adversely impact our operating results. In addition, if additional executives,
managers or other key personnel resign, retire or are terminated, or their service is otherwise interrupted, including due to global pandemics, we may not be able to replace them
in a timely manner and we could experience significant declines in productivity and/or errors due to insufficient staffing or managerial oversight. Moreover, experienced and
capable employees in the technology industry remain in high demand, and there is continual competition for their talents. Given our size, we may be at a disadvantage, relative
to our larger competitors, in the competition for these personnel.
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We currently generate significant net revenue from a small number of customers, and our channel partners. The loss of any of these significant relationships, decline in
net revenue from these customers, or their failure to remit contractual payments timely will adversely affect our business, results of operations, financial condition, and
future prospects.
A small number of customers account for a large percentage of our net revenue. For the fiscal year ended December 31, 2023, the purchaser of our tablets (our then-largest
customer) and the three largest U.S. wireless carriers (our channel partners) accounted for approximately 48% and 35% of our net revenue, respectively, collectively constituted
approximately 83% of our net revenue. Because we stopped selling our tablet data devices in the fourth quarter of 2023, we expect to generate more revenue from other
customers. Nevertheless, net revenue from a relatively small group of customers will continue to account for a significant portion of our net revenue in the near term.
Any delay in payments from our customers for any reason also severely impacts our financial condition, liquidity, and results of operation, including the appropriate allocation
of commitments and contingencies. We experienced such payment delays in the past.
We currently rely on the three largest U.S. wireless carriers, and two of the three largest Canadian wireless carriers, for the majority of our revenues. We expect our revenues
from mobile devices to remain heavily concentrated among these top wireless carriers, and we will be substantially dependent on these wireless carriers continuing to purchase
and promote our products to their sales channels as well as customer demand for devices and services from these wireless carriers (factors over which we do not have any
control). The communications industry is also experiencing rapid consolidation and realignment. As a result, our customers may consolidate or align with other entities in a
manner that may delay orders or result in reduced demand compared to historical rates for our products.
The loss of one or more of these significant customers, or reduced demand or purchases from these significant customers, would result in significant harm to our revenues and
results of operations, and our growth could be limited. In addition, any publicity associated with the loss of any of our carrier customers may adversely affect our reputation and
could make it more difficult to attract and retain other customers.
We rely on our channel partners to generate a substantial amount of our revenue. If we are unable to maintain successful relationships with channel partners, our
business, operating results, and financial condition could be adversely affected.
In the years ended December 31, 2023 and 2022, approximately 35% and 41% of our revenues, respectively, were derived from the three largest U.S. wireless carriers, our
channel partners. Our channel partners are primarily wireless carriers who sell our phones through their sales channels. To the extent our channel partners are unsuccessful in
selling or do not promote our products, or we are unable to obtain and retain a sufficient number of high-quality channel partners, our business and operating results could be
significantly harmed.
We enter into master sales arrangements with the majority of our channel partners. Under the master sales arrangements, our partners purchase our products for distribution on a
purchase order basis. While these arrangements are typically long-term, they generally do not contain any firm purchase volume commitments. As a result, our channel partners
are not contractually obligated to purchase from us any minimum quantity of products. We are generally required to satisfy any and all purchase orders delivered to us within
specified delivery windows, with limited exceptions (such as orders significantly in excess of forecasts). If we are unable to efficiently manage our supply and satisfy purchase
orders on a timely basis to our channel partners, we may be in breach of our sales arrangements and lose potential sales. Our sales arrangements also generally include technical
performance standards for our mobile phones and accessories sold, which vary by channel partner. If a technical issue with any of our covered products exceeds certain preset
failure thresholds for the relevant performance standard or standards, the channel partner typically has the right to cease selling the product, cancel open purchase orders, and
levy certain monetary penalties. If our products suffer technical issues or failures following sales to our channel partners, we may be subject to significant monetary impact and
our channel partners may cease making purchase orders, which would significantly harm our business and results of operations. In addition, our channel partners retain sole
discretion in which of their stocked products to offer their customers. While we may offer limited customer incentives, we generally have limited to no control over which
products our channel partners decide to offer or promote, which directly impacts the number of products that our partners will purchase from us.
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Our channel partners may be unsuccessful in marketing, selling and supporting our solutions. They may also market, sell and support solutions that are competitive with ours,
and may devote more resources to the marketing, sales, and support of such products. They may have incentives to promote our competitors’ products in lieu of our products,
particularly for competitors who do a large volume of business with the channel partner. For example, during the summer of 2019, we expected, based on input from our US
wireless carrier channel partners, for such channel partners to subsidize our new products following launch, to place new releases in retail locations, and to sign up push-to-talk
customers to our new generation phones. In each of these cases, there were significant delays and changes in the rollout of these efforts, which negatively impacted demand for
our products and thus our profitability. In the event there is not sufficient demand for our products, our channel partners may stop selling our products completely. While we
employ a small direct sales force, our channel partners have significantly larger sales teams who are not contractually obligated to promote any of our devices and often have
multiple competing devices in stock to offer their customers. In addition, downstream sales by our channel partners often succeed due to attractive device prices and monthly
rate plans, which we do not control. In certain cases, we may promote our own devices through customer incentives, typically in exchange for retail price reductions or
contributions of funds for marketing purposes; however, there can be no assurance that any such incentives would contribute to increased purchases of our products. Further,
given the impact of attractive pricing on ultimate sales, we generally must offer increased promotional funding or price reductions for our more expensive products. This
promotional funding or price reductions operate to reduce our margins and significantly impact our profitability.
New sales channel partners, as well as sales of new products being sold by existing channel partners, may take several months or more to achieve significant sales. Our channel
partner sales structure could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our
products or services to their customers or violates laws or our corporate policies. Additionally, some of our master agreements with our wireless carrier customers contain most
“favored nation” clauses. These clauses typically provide that if we enter into an agreement with another wireless carrier or customer on more favorable terms, we must offer
some of those terms to our existing wireless carrier customers. These provisions may obligate us to provide different, more favorable, terms to our existing wireless carrier
customers, which could, if applied, result in lower revenues or otherwise adversely impact our business, financial condition, and results of operations.
If we fail to effectively manage our existing or future sales channel partners, our channel partners fail to promote our products effectively, we are unable to meet our obligations
under our sales arrangements or enter into future agreements with wireless carrier customers that have terms that are more favorable to the customer, our business and results of
operations would be harmed.
We continue to transform our business. The assumptions underlying these efforts may prove to be inaccurate, or we may fail to achieve the expected benefits from these
efforts, and we may have to restructure or transform our business again in the future.
In order to be successful, we must have a competitive business model that brings innovative products and services to market in a timely way. We continue to restructure and
transform our business in response to changes in industry and market conditions and to focus on business simplification, quality improvement, reduced direct and indirect costs,
and new revenue growth. We must manage the potentially higher growth areas of our business, which entail higher operational and financial risks, as well as the non-core areas,
in order for us to achieve improved results. Our assumptions underlying these actions may not be correct, we may be unable to successfully execute these plans, and even if
successfully executed, our actions may not be effective or may not lead to the anticipated benefits. As a result, we may determine that further restructuring or business
transformation will be needed, which could result in the need to record further special charges such as costs associated with workforce reductions, and we may be unable to
maintain or improve our market competitiveness or profitability.
In connection with the transformation of our business, we have made and will continue to make, judgments as to whether we should outsource the development and
manufacturing of our products. If any of these providers experience (i) difficulties in obtaining sufficient supplies of components, (ii) component prices significantly exceeding
anticipated costs, (iii) an interruption in their operations, or (iv) otherwise suffers capacity constraints, we could experience a delay in production and shipping of these
products, which would have a negative impact on our revenue. Should there be any disruption in services due to natural disasters, economic or political difficulties,
transportation restrictions, acts of terror, quarantines, or other restrictions associated with infectious diseases, or other similar events, or any other reason, such disruption could
have a material adverse effect on our business. Operating in the international outsourcing environment exposes us to certain inherent risks, including unexpected changes in
regulatory requirements and tariffs, and potentially adverse tax consequences, which could materially affect our results of operations. If these providers are unable to achieve
greater operational efficiencies, delivery schedules for new product development and current product delivery could be negatively impacted. Currently, we have no second
source of manufacturing for a portion of our products. In addition, switching from one provider to another is an expensive, difficult, and time-consuming process, with serious
risks to our ability to successfully transfer our development and/or manufacturing operations. If overall demand for our devices increases in the future, we will need to expand
our manufacturing capacity in a cost-efficient manner. Our operations, and consequently our revenues and profitability, could be materially adversely affected if we are forced
to switch from any of our providers to another provider due to any of a number of factors, including financial difficulties faced by the manufacturer, disagreements in pricing
negotiations between us and the manufacturer or organizational changes in the manufacturer.
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Further, we have made and will continue to make judgments as to whether we should further reduce, relocate, or otherwise change our workforce. We have outsourced
substantially all of our manufacturing functions, software development, and quality control functions to third parties, transferring the employees who previously performed this
work. These reductions may have resulted in the loss of institutional knowledge and expertise and the reallocation and combination of certain roles and responsibilities across
the organization, all of which could adversely affect our operations. These restructuring and additional measures we might take to reduce costs could divert management
attention, yield attrition beyond our intended reduction in force, reduce employee morale, or cause us to delay, limit, reduce, or eliminate certain product development plans,
each of which could have an adverse impact on our business, operating results and financial condition. Furthermore, our workforce efforts may impair our ability to achieve our
current or future business objectives.
Our entry into the data device sector could divert our management team’s attention from existing products, cause delays in launching our new products, or otherwise have
a significant adverse impact on our business, operating results, and financial condition.
In August of 2023, as part of our expansion efforts, we announced an expansion of our product portfolio and introduced a new Connected Solutions division which is set to
begin launching products in 2024 in the U.S., Canada, Europe, and Asia/Pacific. Connected Solutions will primarily consist of mobile hotspots, fixed wireless, and USB dongle
devices. The success of this new division depends in large part on our team’s ability to correctly identify and address the market opportunity, to execute our plans to develop,
manufacture, market, and sell our new family of data devices.
Our entry into these next-generation devices, and in the overall data device sector other than smartphones, may divert our management team’s attention from existing product
development and may cause our inability to achieve the planned product portfolio expansion which could negatively impact our business, financial condition, and results of
operations.
We are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets, and if end customers in those markets do not
purchase our solutions, our revenues will be adversely impacted, and we may not be able to expand into other markets.
Our revenues have historically been in the industrial enterprise market, and we are materially dependent on the adoption of our solutions by both the industrial enterprise and
public sector markets. End customers in the public sector market may remain, for reasons outside our control, tied to solutions or other competitive alternatives to our phones.
Sales of our products to these buyers may also be delayed or limited by these competitive conditions. If our products are not widely accepted by buyers in those markets, we
may not be able to expand sales of our products into new markets, and our business, results of operations, and financial condition may be adversely impacted.
We rely primarily on third-party contract manufacturers and partners. If these relationships are disrupted and we are unable to obtain substitute manufacturers or
partners, on favorable terms or at all, our business, operating results, and financial condition may be harmed.
We have outsourced our software development, third-party contract manufacturing, and product assembly operations to third parties located in India and China.
Our contract manufacturers now produce all of our products in facilities located in Asia. All manufacturing of our products is performed in accordance with detailed
specifications and product designs furnished or approved by us and is subject to rigorous quality control standards. We periodically review our product manufacturing
operations and consider changes we believe may be necessary or appropriate. Although we intend to closely manage the transition process when manufacturing changes, we
could experience disruption to our operations during any such transition. Other significant risks include limited control over assembly and testing capacity, delivery schedules,
quality assurance, manufacturing yields, production costs, tariffs, and uncertainty over political unrest. Any such disruption could negatively affect our reputation and our
operating results.
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In addition, we rely on third parties to provide certain services to us, or to our customers, including software development, hosting services, and providers of other cloud-based
services. If these third-party providers do not perform as expected, our customers may be adversely affected, resulting in potential liability and negative exposure for us. If it is
necessary to migrate these services to other providers due to poor performance, cyber breaches or other security considerations, or other financial or operational factors, it could
result in service disruptions to our customers and significant time and expense to us, any of which could adversely affect our business, operating results, and financial condition.
Migrating our design methodology to third-party contract manufacturers or partners could involve increased costs, resources, and development time, and could expose us to
further risk of losing control over our intellectual property and the quality of our products.
If our products contain defects or errors, we could incur significant unexpected expenses, experience product returns, and lost sales, experience product recalls, suffer
damage to our brand and reputation, and be subject to product liability or other claims.
We produce highly complex products that incorporate leading-edge technology, including both hardware and software. The industry standards upon which many of our products
are based are also complex, experience changes over time, and may be interpreted in different manners. Software often contains defects or programming flaws that can
unexpectedly interfere with expected operations. In addition, our products are complex and are designed to be deployed in large quantities across complex and varying
networks. Because of the nature of these products, they can only be fully tested when completely deployed in large networks with high amounts of traffic, and there is no
assurance that our pre-shipment testing programs will be adequate to detect all defects. As a result, our customers may discover errors or defects in our hardware or software, or
our products may not operate as expected. If we are unable to cure a product defect, we could experience damage to our reputation, reduced customer satisfaction, loss of
existing customers and failure to attract new customers, failure to achieve market acceptance, reduced sales opportunities, loss of revenue and market share, increased service
and warranty costs, diversion of development resources, legal actions by our customers, and increased insurance costs. Defects, integration issues, or other performance
problems in our products could also result in damages to our customers, financial or otherwise. Our customers could seek damages for related losses from us, which could
seriously harm our business, operations, financial condition, and liquidity. A product liability claim brought against us, even if unsuccessful, would likely be time-consuming
and costly. The occurrence of any of these problems would seriously harm our business, operations, financial condition, and liquidity.
Further, errors, defects, or bugs in our solutions could be exploited by hackers or could otherwise result in an actual or perceived breach of our information systems. Alleviating
any of these problems could require significant expense and could cause interruptions, delays, or cessation of our product licensing, which would reduce demand for our
products and result in a loss of sales, delay in market acceptance, and injure our reputation and could adversely impact our business, results of operations and financial
condition.
If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business will suffer.
Our ability to successfully grow our business depends on a number of factors including our ability to:
● accelerate the adoption of our solutions by new end customers;
● expand into new geographical areas and into new vertical markets;
● develop and deliver new products and services;
● increase awareness of the benefits that our solutions offer; and
● become more cost-effective and scalable by utilizing contract manufacturing.
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As usage of our solutions grows, we will need to continue to make investments to develop and implement new or updated solutions, technologies, security features, and cloud-
based infrastructure operations. In addition, we will need to appropriately scale our internal business systems and our services organization, including the suppliers of our
detection equipment and customer support services, to serve our growing customer base. Any failure of, or delay in, these efforts could impair the performance of our solutions
and reduce customer satisfaction. Further, our growth could increase quickly and place a strain on our managerial, operational, financial, and other resources, and our future
operating results depend to a large extent on our ability to successfully manage our anticipated expansion and growth. To manage our growth successfully, we will need to
continue to invest in sales and marketing, research and development, general and administrative functions, and other areas. We are likely to recognize the costs associated with
these investments earlier than receiving some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect, which
could adversely impact our operating results.
If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities or develop new solutions or upgrades to our existing solutions,
satisfy customer requirements, maintain the quality and security of our solutions, or execute our business plan, any of which could harm our business, operating results and
financial condition.
We are required to undergo a lengthy customization and certification process for each wireless carrier customer, which increases our operating expenses and cost of
revenue, and failure to obtain such certification would adversely impact our results of operations and financial condition.
Each wireless carrier requires each of our devices to complete a thorough technical acceptance process before it can be stocked and sold. Such acceptance processes impose
rigorous and complex requirements on our devices, which result in a lengthy testing and certification process, during which we incur substantial operating expenses related to
the wireless carrier’s technical acceptance of our devices. The acceptance processes and related costs to us vary across carrier customers depending on carrier size and level of
customization required. Generally, the certification process commences within one to three months of product concept development. During this development stage, certain
carriers provide a technology roadmap and target demographics, allowing us to define product specifications to meet carrier goals, while other carriers provide defined
specifications and preferred price points. Once we receive approval of a product concept by the carrier, we and the carrier advance the product to the development stage. When
the product is close to becoming a functioning model, we commence internal quality assurance processes and field testing, which may include third-party lab testing, in-market
field testing, and interoperability testing. Finally, as the last step in the testing phase, the wireless carrier typically conducts testing itself, following which the product may be
certified and stocked. The entire process can last from 6 to 18 months depending on the particular wireless carrier and type of device. Any delay in the acceptance process or
failure to satisfy the device certification requirements affects our ability to bring products to market and adversely impacts our results of operations and financial condition.
We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall.
The purchase of our products is often an enterprise-wide decision for prospective customers, which requires us to engage in sales efforts over an extended period of time and
provide a significant level of education to prospective customers regarding the uses and benefits of such devices. Prospective customers, especially the wireless carriers that sell
our products, often undertake a prolonged evaluation process that may take from several months to several years in certain cases. Consequently, if our forecasted sales from a
specific customer are not realized, we may not be able to generate revenues from alternative sources in time to compensate for the shortfall. The loss or delay of an expected
large order could also result in a significant unexpected revenue shortfall. Moreover, to the extent we enter into and deliver our products pursuant to significant contracts earlier
than we expected, our operating results for subsequent periods may fall below expectations. We may spend substantial time, effort, and money on our sales and marketing
efforts without any assurance that our efforts will produce any sales. If we are unable to succeed in closing sales with new and existing customers, our business, operating
results, and financial condition will be harmed.
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If we fail to adequately forecast demand for our inventory and supply needs, we could incur additional costs or experience manufacturing delays, which could reduce our
gross margin or cause us to delay or even lose sales.
Because our production volumes are based on a forecast of channel partner demand rather than firm purchase commitments from our major customers, our forecasts have been,
and there is a risk that our forecasts could be inaccurate in the future. There is a risk that we will be unable to sell our products at the volumes and prices we expect, which may
result in excess inventory. We provide, and will continue to provide, forecasts of our demand to our third-party suppliers prior to the scheduled delivery of products to our
channel partners. If we overestimate our requirements, our contract manufacturers may have excess component inventory, which could increase our costs. If we underestimate
our requirements, our contract manufacturers may have inadequate component inventory, which could interrupt the manufacturing of our products and result in delays in
shipments and revenues, lost sales, or we could incur unplanned overtime costs to meet our requirements, resulting in significant cost increases. For example, certain materials
and components used to manufacture our products may reach end of life during any of our product’s life cycles, following which suppliers no longer provide such expired
materials and components. This would require us to either source and qualify an alternative component, which could require a re-certification of the device by the wireless
carriers and/or regulatory agencies or forecast product demand for a final purchase of such materials and components that may reach end of life to ensure that we have
sufficient product inventory through a product’s life cycle. If we overestimate forecasted demand, we will hold excess end-of-life materials and components resulting in
increased costs. If we underestimate forecasted demand, we could experience delays in shipments and loss of revenues.
In addition, if we underestimate our requirements and the applicable supplier becomes insolvent or is no longer able to timely supply our needs in a cost-efficient manner or at
all, we may be required to acquire components, which may need to be customized for our products, from alternative suppliers, including at significantly higher costs. For
example, in 2018, one of our suppliers became insolvent and ceased all production, requiring us to seek alternative supply of complex components in a very short time frame. If
we cannot source alternative suppliers and/or alternative components, we may suffer delays in shipments or lost sales. Similarly, credit constraints at our suppliers could require
us to accelerate payment of our accounts payable, impacting our cash flow. Further, lead times for materials and components that we order vary significantly and depend on
factors such as the specific supplier, contract terms, customization needed for any particular component and demand for each component at a given time. Any such failure to
accurately forecast demand and manufacturing and supply requirements, and any need to obtain alternative supply sources, could materially harm our business, results of
operations, and financial condition.
The markets for our mobile devices and related accessories may not develop as quickly as we expect or may not develop at all.
Our future success is substantially dependent upon continued adoption of devices and related accessories in the industrial enterprise and public sector markets, including the
transition from LMR and PTT to smartphone and cellular networks. These market developments and transitions may take longer than we expect or may not occur at all and may
not be as widespread as we expect. If the market does not develop as we expect, our business, operating results, and financial condition will be significantly harmed.
Our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales.
We depend on certain suppliers for the delivery of components used in the assembly of our products, including machined parts, injection molded plastic parts, printed circuit
boards, and other miscellaneous custom parts for our products. Our reliance on third-party suppliers creates risks related to our potential inability to obtain an adequate supply
of components and reduced control over pricing and timing of delivery of components. In particular, we have little to no control over the prices at which our suppliers sell
materials and components to us. The components business has, from time to time, experienced periods of extreme shortages in product supply, generally as the result of demand
exceeding available supply. Many companies use the same raw materials and supplies that we do in the production of their products. Companies with more resources than our
own may have a competitive advantage in obtaining raw materials and supplies due to greater buying power. When these shortages occur, suppliers also tend to either increase
prices or reduce the number of units sold to customers. In addition, certain supplies of our components are available only from a single source or limited sources and we may
not be able to diversify suppliers in a timely manner. We have experienced shortages in the past that have negatively impacted our results of operations and may experience
such shortages in the future. These factors can result in reduced supply, higher prices of components used in the assembly of our products, and delays in the receipt of certain of
our key components, which in turn may generate increased costs, lower margins, and delays in product delivery, with a corresponding adverse effect on revenues and customer
relationships.
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We also do not have long-term supply agreements with any of our suppliers. Our current contracts with certain suppliers may be canceled or not extended by such suppliers
and, therefore, do not afford us sufficient protection against a reduction or interruption in supplies. Moreover, if any of these suppliers breach their contracts with us, our legal
remedies associated with such a breach may be insufficient to compensate us for any damages we may suffer.
Any interruption of supply for any material components of our products for any reason, including but not limited to global or local health crises, or inability to obtain required
components from our third-party suppliers, could significantly delay the production and shipment of our products and harm our revenues, profitability and financial condition.
Our future success is dependent on our ability to create independent brand awareness for our company and products with end customers, and our inability to achieve such
brand awareness could limit our prospects.
We depend on a small number of wireless carriers to distribute our products . While we intend to accelerate direct marketing and end-customer brand awareness initiatives in
the future, our sales and marketing efforts have historically been predominantly focused on channel partners. As such, historically, our operating expenses related to end-
customer marketing efforts have historically been very small, representing less than 1.0% of our total sales and marketing expenses (including during the years ended December
31, 2023 and 2022). Increasing end-customer brand awareness requires investment in our sales and marketing efforts. As a result, we expect our sales and marketing expenses
to increase in the future, primarily from increased sales personnel expenses, which will require us to cost-efficiently ramp up our sales and marketing capabilities and
effectively target end customers. However, there can be no assurance that we will successfully increase our brand awareness or do so in a cost-efficient manner while
maintaining market share within our existing sales channels. Our failure to establish stand-alone brand awareness with end customers of our products would leave us vulnerable
to competitors and have an adverse impact on our prospects. If we are unable to significantly increase the awareness of our brand and solutions with end customers in a cost-
efficient manner, we will remain significantly dependent on our channel partners for sales of our products and would adversely impact our ability to grow our business.
If we are unable to sell our solutions into new markets, our revenues may not grow.
Any new market into which we attempt to sell our solutions may not be receptive. Our ability to penetrate new markets depends on the quality of our solutions, the continued
adoption of our public safety solution by first responders, the perceived value of our solutions as a risk management tool and our ability to design our solutions to meet the
demands of our customers. If the markets for our solutions do not develop as we expect, our revenues may not grow.
Our ability to successfully face these challenges depends on several factors, including increasing the awareness of our solutions and their benefits, the effectiveness of our
marketing programs, the costs of our solutions, our ability to attract, retain and effectively train sales and marketing personnel, and our ability to develop relationships with
wireless carriers and other partners. If we are unsuccessful in developing and marketing our solutions into new markets, new markets for our solutions might not develop or
might develop more slowly than we expect, either of which would harm our revenues and growth prospects.
Changes in the availability of federal funding to support local public safety or other public sector efforts could impact our opportunities with public sector end customers.
Many of our public sector end customers rely to some extent on funds from the U.S. federal government to purchase and pay for our solutions. Any reduction in federal funding
for local public safety or other public sector efforts could result in our end customers having less access to funds required to continue, renew, expand, or pay for our solutions. If
federal funding is reduced or eliminated and our end customers cannot find alternative sources of funding to purchase our solutions, our business will be harmed.
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Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices, or to fail for any other reason,
could negatively impact our business.
We do not control the labor and other business practices of our suppliers, subcontractors, distributors, resellers, and third-party sales representatives (the “TPSRs”), and cannot
provide assurance that they will operate in compliance with applicable rules, and regulations regarding working conditions, employment practices, environmental compliance,
anti-corruption, and trademark a copyright and patent licensing. If one of our suppliers, subcontractors, distributors, resellers, or TPSRs violates labor or other laws or
implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be canceled, relationships
could be terminated, and our reputation could be damaged. If one of our suppliers or subcontractors fails to procure the necessary license rights to trademarks, copyrights, or
patents, legal action could be taken against us that could impact the salability of our products and expose us to financial obligations to a third party. Any of these events could
have a negative impact on our sales and results of operations.
Moreover, any failure of our suppliers, subcontractors, distributors, resellers, and TPSRs, for any reason, including bankruptcy or other business disruption, could disrupt our
supply or distribution efforts and could have a negative impact on our sales and results of operations.
We are exposed to risks associated with strategic transactions.
We may pursue mergers, acquisitions, or dispositions of businesses or assets or other strategic transactions that we believe will strengthen, streamline, or expand our business.
Each such transaction would be dependent upon several factors, including identifying suitable companies, businesses, or assets that align with our business strategies, reaching
an agreement with the potential counterparties on acceptable terms, receipt of any applicable regulatory and other approvals, and other conditions. These transactions involve
various risks, including among others:
● difficulties related to integrating or managing applicable parts of an acquired business or joint venture and unanticipated changes in customer and other third-party
relationships subsequent to closing;
● diversion of management’s attention from day-to-day operations;
● applicable antitrust laws and other regulations that may limit our ability to acquire targets or require us to divest an acquired business or assets;
● failure to realize anticipated benefits, such as cost savings, revenue enhancements, or strengthening or broadening our business;
● potentially substantial transaction costs associated with acquisitions, joint ventures, or investments if we or a transaction counterparty seek to exit or terminate an
interest in the joint venture or investment; and
● potential accounting impairment or actual diminution or loss of value of our investment if future market, business, or other conditions ultimately differ from our
assumptions at the time such transaction is consummated.
Risks Related to Our Financial Condition
We may not generate sufficient liquidity to operate our business and maintain its growth.
We will require significant funds to implement our business strategy, upgrade and expand our product portfolio, and meet our other liquidity needs. Our historical revenue
growth is not indicative of our future performance, particularly given the wind-down of our tablet sales. There can be no assurance that we will generate sufficient revenue to
offset the cost of maintaining our remaining operations, including significant accounting, legal, administrative, and other costs associated with being a public company, and
successfully expand our business in accordance with our growth strategy. Additionally, our cash needs may increase in the near future as we focus on growing and developing
our data devices businesses and expanding our operations internationally, and our liquidity may not be sufficient to achieve these objectives.
We may need to seek to raise additional capital from the sale of securities or the incurrence of indebtedness to allow us to maintain our operations and invest in growth
opportunities. There can be no assurance that any debt or equity financing will be available to us on acceptable terms, or at all. Additionally, if we issue additional equity
securities to raise funds, whether to existing investors or others, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights,
preferences, or privileges senior to those of existing holders of common stock. We may also be limited as to the amount of funds we can raise pursuant to SEC rules and the
continued listing requirements of Nasdaq.
An inability to maintain adequate cash on hand, generate sufficient cash flow from our operations, or access capital financing on acceptable terms will reduce our chances to
compete successfully and expand our business in the manner currently contemplated and adversely affect our business and results of operations.
Our liquidity has been adversely impacted by our ongoing net losses, and there is no assurance that we will have sufficient liquidity to continue operations.
We have incurred significant net losses since 2013 and have an accumulated deficit of $250.0 million as of December 31, 2023. We cannot provide any assurance that we will
be able to secure sufficient liquidity to fund our operations, including through additional capital from the sale of equity securities or financings, or that we will be able to
achieve profitability through cost efficiencies implemented in 2023 and 2022. If we are unable to generate or obtain the requisite amount of financing needed to fund our
business operations, our liquidity and ability to continue operations could be materially adversely affected. As a result, we may be required to delay, reduce, or cease our
operations and seek bankruptcy protection.
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We have not been profitable in recent years and may not achieve or maintain profitability in the future.
We have incurred significant net losses since 2013 and have an accumulated deficit of $250.0 million as of December 31, 2023. We are not certain whether or when we will
obtain a high enough volume of sales of our products to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs to increase in
future periods, which would negatively impact our future operating results if our revenues do not increase. In particular, we expect to continue to expend substantial financial
and other resources on:
● research and development related to our solutions, including investments in our engineering and technical teams;
● expansion of our sales and marketing efforts;
● general and administrative expenses, including legal and accounting expenses related to being, a public company; and
● continued expansion of our business.
These investments may not result in increased revenues or growth in our business. Additionally, we have recently and may continue to encounter unforeseen operating
expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If we are unable to increase our revenues at a rate sufficient
to offset the expected increase in our costs, our business, operating results, and financial position may be harmed, and we may not be able to achieve or maintain profitability
over the long term. We are subject to the risks and uncertainties associated with the development and release of new products. Our principal sources of liquidity as of December
31, 2023 consist of existing cash and cash equivalents totaling $9.4 million. The cost structure of the company has been significantly reduced and many aspects of product
development and operational support have been outsourced to add additional spending flexibility if needed. Existing capital at December 31, 2023 is expected to allow the
company to continue operations for at least the next twelve months. If necessary, we will seek to raise additional capital from new debt. There can be no assurance that
additional financing will be available to us on acceptable terms, or at all. Additionally, if we issue additional equity securities to raise funds, whether to existing investors or
others, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences, or privileges senior to those of existing holders
of common stock. Additionally, we may be limited as to the amount of funds we can raise pursuant to SEC rules and the continued listing requirements of the Nasdaq Stock
Market or Nasdaq. If we cannot grow our revenue run-rate or raise needed funds, we might be forced to make additional reductions in our operating expenses, which could
adversely affect our ability to implement our business plan and ultimately our viability as a Company.
Our ability to use our net operating losses to offset future taxable income will be subject to certain limitations.
As of December 31, 2023 and 2022, we had U.S. federal and state net operating loss carryforwards, or NOLs, of $95.2 million and $88.4 million, respectively, due to prior
period losses, a portion of which expire in various years beginning in 2037 and 2035, respectively, if not utilized. In general, under Section 382 of the Internal Revenue Code of
1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income.
Due to the investment by AJP Holding Company, LLC in 2022 and the resulting ownership change, the future use of the NOLs to reduce future taxable income of the Company
is severely limited.
Risks Related to Information Technology and Intellectual Property
A security breach or other significant disruption of our IT systems or those of our partners, suppliers, or manufacturers, caused by cyberattacks or other means, could have
a negative impact on our operations, sales, and operating results.
We rely extensively on our information systems to manage our business operations. We have experienced and expect to continue to experience attempts to compromise our
information technology systems and those of our third-party service providers. All IT systems are potentially vulnerable to damage, unauthorized access, or interruption from a
variety of sources, including but not limited to, cyberattacks, cyber intrusions, computer viruses, security breaches, denial-of-service attacks, ransomware or other malware,
energy blackouts, natural disasters and severe weather conditions, terrorism, sabotage, war, insider trading, human error, and computer and telecommunication failures.
Additionally, like other mobile device manufacturers, we use open-source software from time to time, which may be more susceptible to cybersecurity vulnerabilities that may
not be identified timely. We are also dependent upon third-party manufacturers and service providers to adequately protect our IT systems. We do not have direct oversight or
influence over how third parties manage the security, quality, or resiliency of their networks.
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A cyberattack or other significant disruption involving our IT systems or those of our outsource partners, suppliers, or manufacturers could result in the unauthorized release of
proprietary, confidential, or sensitive information of ours or result in virus and malware installation on our devices. Such unauthorized access to, or release of, this information
or other security breaches could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, (iii) subject us to claims for breach of contract, tort, and other
civil claims, and (iv) damage our reputation. We could face regulatory penalties, enforcement actions, remediation obligations, or private litigation by parties whose data is
improperly disclosed or misused. Any or all of the foregoing could negatively impact on our business, financial condition, and results of operations.
If we are unable to successfully protect our intellectual property, our competitive position may be harmed.
Our ability to compete is heavily affected by our ability to protect our intellectual property. We rely on a combination of patents, patent applications, copyright and trademark
laws, trade secrets, confidentiality procedures, and contractual provisions to protect our proprietary rights. We also enter, and plan to continue to enter, into confidentiality,
invention assignment, or license agreements with our employees, consultants, and other parties with whom we contract, and control access to and distribution of our software,
documentation, and other proprietary information. The steps we take to protect our intellectual property may be inadequate, and it is possible that some or all of our
confidentiality agreements will not be honored, and certain contractual provisions may not be enforceable. Existing trade secret, trademark, and copyright laws offer only
limited protection. Unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary. Policing unauthorized use of
our products is difficult, time-consuming, and costly, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We
cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, the effect of
either of which would harm our competitive position in the market. Furthermore, disputes can arise with our strategic partners, customers, or others concerning the ownership
of intellectual property.
Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the
development and commercialization of our products.
In recent years, there has been a significant increase in litigation in the United States involving patents and other intellectual property rights, and because our products are
comprised of complex technology, we are often involved in or impacted by assertions, including both requests to take licenses and litigation, regarding infringement of patent
and other intellectual property rights of third parties. Third parties have asserted, and in the future may assert, intellectual property infringement claims against us and against
our channel partners, end customers, and suppliers. Many of these assertions are brought by non-practicing entities whose principal business model is to secure patent licensing
revenues from product manufacturing companies. Claims for alleged infringement and any resulting lawsuit, if successful, could subject us to significant liability for damages
and invalidation of our intellectual property rights. Defending any such claims, with or without merit, including pursuant to indemnity obligations, could be time-consuming,
and expensive, cause product shipment delays, or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of
our products or reduce our margins. If we are unable to obtain a required license, our ability to sell or use certain products may be impaired. In addition, if we fail to obtain a
license, or if the terms of the license are burdensome to us, our operations could be significantly harmed.
Our use of open-source software could subject us to possible litigation or otherwise impair the development of our products.
A portion of our technologies incorporates open-source software, including open-source operating systems such as Android, and we expect to continue to incorporate open-
source software into our platform in the future. Few of the licenses applicable to open-source software have been interpreted by courts, and their application to the open-source
software integrated into our proprietary technology platform may be uncertain. If we fail to comply with these licenses, then pursuant to the terms of these licenses, we may be
subject to certain requirements, including requirements that we make available the source code for our software that incorporates the open-source software. We cannot assure
you that we have not incorporated open-source software in our software in a manner that is inconsistent with the terms of the applicable licenses or our current policies and
procedures. If an author or other third party that distributes such open-source software were to allege that we had not complied with the conditions of one or more of these
licenses, we could incur significant legal expenses defending against such allegations. Litigation could be costly for us to defend, have a negative effect on our operating results
and financial condition, or require us to devote additional research and development resources to change our technology platform.
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With respect to open-source operating systems, if third parties cease continued development of such operating systems or restrict our access to such operating systems, our
business and financial results could be adversely impacted. We are dependent on third parties’ continued development of operating systems, software application ecosystem
infrastructures, and such third parties’ approval of our implementations of their operating and system and associated applications. If such parties cease to continue development
or support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy for our devices. As a result, our financial
results could be negatively impacted because a resulting shift away from the operating systems we currently use, and the associated applications ecosystem could be costly and
difficult.
Our inability to obtain and maintain any third-party license required to develop new products and product enhancements could seriously harm our business, financial
condition, and results of operations.
From time to time, we are required to license technology from third parties to develop new products or product enhancements. For example, we have entered into worldwide
intellectual property cross-license agreements or other technology license agreements with a number of global technology companies in the mobile telecommunications market.
Third-party licenses may not be available to us on commercially reasonable terms, or at all. If we fail to renew any intellectual property license agreements on commercially
reasonable terms, or any such license agreements otherwise expire or terminate, we may not be able to use the patents and technologies of these third parties in our products,
which are critical to our success. We cannot assure you that we will be able to effectively control the level of licensing and royalty fees paid to third parties, and a significant
increase in such fees could have a significant and adverse impact on our future profitability. Seeking alternative patents and technologies may be difficult and time-consuming,
and we may not be successful in finding alternative technologies or incorporating them into our products. Our inability to obtain any third-party license necessary to develop
new products or product enhancements could require us to obtain substitute technology of lower quality or performance standards, or at greater cost, which could seriously
harm our business, financial condition, and results of operations.
Increasing regulatory focus on privacy and cybersecurity issues and expanding laws could expose us to liability, subject us to lawsuits, investigations, and other liabilities
and restrictions on our operations that could significantly and adversely affect our business.
Personal privacy and information security are significant issues in the United States and the other jurisdictions in which we operate or make our products and applications
available. The legislative and regulatory framework for privacy and security issues worldwide is rapidly evolving and may be inconsistent from jurisdiction to jurisdiction.
Examples of these laws include but are not limited to:
● various comprehensive U.S. state and foreign privacy laws, which give new data privacy rights to their respective residents (including, in California, a private right of
action in the event of a data breach resulting from our failure to implement and maintain reasonable security procedures and practices) and impose significant
obligations on controllers and processors of consumer data;
● the General Data Protection Regulation and the United Kingdom General Data Protection Regulations, which apply to all of our activities conducted from an
establishment in the EU or the United Kingdom, respectively, or related to products and services that we offer to EU or the United Kingdom users or customers,
respectively, or the monitoring of their behavior in the EU or the UK, respectively; and
● the California Internet of Things Security Law, which regulates the security of data used in connection with internet-connected devices.
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We may incur substantial expense in complying with the obligations imposed by various jurisdictions in which we do business or seek to do business and we may be required to
make significant changes in our business operations, all of which may adversely impact our revenues and our business overall. Additionally, our failure or perceived failure to
comply with privacy and information security laws and regulations would result in negative publicity fines and orders requiring that we change our practices, which will
adversely affect our business, reputation, financial condition, and operating results.
Risks Related to Legal and Regulatory Matters
Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business.
Our business depends on our ability to sell devices that use telecommunication bandwidth allocated to licensed and unlicensed wireless services, and that use of that bandwidth
is subject to laws and regulations that are subject to change over time. Changes in the permitted uses of telecommunication bandwidth, reallocation of such bandwidth to
different uses, and new or increased regulation of the capabilities, manufacture, importation, and use of devices that depend on such bandwidth could increase our costs, require
costly modifications to our products before they are sold, or limit our ability to sell those products into our target markets. In addition, we are subject to regulatory requirements
for certification and testing of our products before they can be marketed or sold. Those requirements may be onerous and expensive. Changes to those requirements could result
in significant additional costs and could adversely impact our ability to bring new products to market in a timely fashion.
The interpretation and implementation of the various provisions of the Communications Act of 1924, as amended, and the FCC rules implementing said act continue to be
heavily debated and may have a material adverse effect on our business. FCC regulatory activity has increased in 2023 and 2024, particularly in connection with broadband the
origin of hardware (including chipsets) and software used in telecommunication and data devices. We cannot predict how increased regulatory activity at the FCC will impact
our businesses but expect increased legal and compliance costs. If we do not comply with FCC rules, regulations, orders, policies, or procedures we could be subject to FCC
enforcement actions, fines, and possibly restrictions on our ability to operate or offer certain or all of our products in the United States. Any enforcement action by the FCC,
which may be a public process, would hurt our reputation in the industry, could erode customer trust, possibly impair our ability to sell our products to customers, and could
adversely affect our business, results of operations, and financial condition.
Changes in U.S. trade policy, including the imposition of tariffs and restrictions and the resulting consequences, may have a material adverse impact on our business,
operating results, and financial condition.
The U.S. government has adopted a new approach to trade policy, including in some cases renegotiating and terminating certain existing bilateral or multi-lateral trade
agreements, such as the North American Free Trade Agreement. The U.S. government has also initiated tariffs on certain foreign goods from a variety of countries and regions,
most notably China, where we outsource the manufacturing of our mobile phones, and has raised the possibility of imposing significant, additional tariff increases or expanding
the tariffs to capture other types of goods. In response, many of these foreign governments have imposed retaliatory tariffs on goods that their countries import from the U.S.
Changes in U.S. trade policy have and may continue to result in one or more foreign governments adopting responsive trade policies that make it more difficult or costly for us
to do business in or import our products from those countries. In addition, the FCC rules prohibit communications equipment deemed to pose an unacceptable risk to national
security from obtaining the equipment authorization that allows the products to be imported, marketed, or sold in the U.S.
This in turn could result in significant additional costs to us when shipping our products to various customers in the United States and could require us to increase prices to our
customers, which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.
We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes or other similar restrictions upon the import or
export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and
expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements, or policies has the potential to adversely impact
demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results
and financial condition.
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The unfavorable outcome of any future litigation, arbitration, or administrative action could have a significant adverse impact on our financial condition or results of
operations.
From time to time, we are a party to litigation, arbitration, or administrative actions. Our business may bring us into conflict with third parties with whom we have contractual
or other business relationships, or with our competitors or others whose interests differ from ours. If we are unable to resolve those conflicts on terms that are satisfactory to all
parties, we may become involved in litigation brought by or against us. Our financial results and reputation could be negatively impacted by unfavorable outcomes to any future
litigation or administrative actions, including those related to the Foreign Corrupt Practices Act, the U.K. Bribery Act, or other anti-corruption laws. Monitoring, initiating, and
defending against legal actions is time-consuming for our management, likely to be expensive, and may detract from our ability to fully focus our internal resources on our
business activities. In addition, despite the availability of insurance, we may incur substantial legal fees and costs in connection with litigation. Lawsuits are subject to inherent
uncertainties, and defense and disposition costs depend upon many unknown factors. Lawsuits could result in judgments against us that require us to pay damages, enjoin us
from certain activities, or otherwise negatively affect our legal or contractual rights, which could have a significant adverse effect on our business. In addition, the inherent
uncertainty of such litigation could lead to increased volatility in our stock price and a decrease in the value of our stockholders’ investment in our common stock. There can be
no assurances as to the favorable outcome of any litigation or administrative proceedings. In addition, it can be very costly to defend litigation or administrative proceedings
and these costs could negatively impact our financial results.
We may incur substantial costs and receive adverse outcomes in litigation, regulatory investigations, and other legal matters in connection with alleged violations of
securities laws and regulations.
Our business, financial condition, and results of operations could be materially adversely affected by unfavorable results in pending or future litigations, regulatory
investigations, and other legal matters related to violations or perceived violations of applicable securities laws and regulations by the Company or its affiliates.
We have been subject to the SEC investigation and stockholders’ class actions in the past and may become subject to securities-related investigations or legal proceedings in the
future. The ultimate resolution of such investigations and lawsuits cannot be predicted, and the claims raised in these lawsuits may result in further legal matters or actions
against us, including, but not limited to, government enforcement actions or additional private litigation. We were subject to an SEC investigation that had started in March
2020. Although there were no penalties imposed against the Company as a result of that SEC investigation, we cannot predict the outcome of any particular proceeding, or
whether any new SEC investigation will be resolved favorably or ultimately result in charges or material damages, fines, or other penalties, enforcement actions, or civil or
criminal proceedings against us or members of our senior management.
Litigation matters and regulatory investigations, regardless of their merits or their ultimate outcomes, are costly, divert management’s attention, and may materially adversely
affect our reputation and demand for our products. We cannot predict with certainty the eventual outcome of pending or future legal matters. An adverse outcome of litigation
or legal matters could result in us being responsible for significant damages. Any of these negative effects resulting from litigation, regulatory investigations, and other legal
matters could materially adversely affect our business, financial condition, and results of operations.
We are subject to anti-corruption, anti-bribery, anti-money laundering, economic sanctions, export control, and similar laws. Non-compliance with such laws can subject
us to criminal or civil liability and harm our business, revenues, financial condition, and results of operations.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other
anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent
years and are interpreted broadly to generally prohibit companies and their employees and third-party intermediaries from authorizing, offering, or providing, directly or
indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international presence, we may engage with distributors and third-party
intermediaries to market our solutions and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have
direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal
activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.
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The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. In particular, the United States prohibits U.S.
persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are
administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC. OFAC rules prohibit U.S. persons from engaging in, or facilitating a foreign
person’s engagement in, transactions with or relating to the prohibited individual, entity or country, and require the blocking of assets in which the individual, entity or country
has an interest. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Other
countries in which we operate, including Canada and the United Kingdom, also maintain economic and financial sanctions regimes.
Some of our solutions, including software updates and third-party accessories, may be subject to U.S. export control laws, including the Export Administration Regulations;
however, the vast majority of our products are non-U.S.-origin items, developed and manufactured outside of the United States, and therefore not subject to these laws. For
third-party accessories, we rely on manufacturers to supply the appropriate export control classification numbers that determine our obligations under these laws.
We cannot assure you that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As
we increase our international presence, our risks under these laws, rules, and regulations may increase. Further, any change in the applicability or enforcement of these laws,
rules, and regulations could adversely impact our business operations and financial results.
Detecting, investigating and resolving actual or alleged violations can require a significant diversion of time, resources, and attention from senior management. In addition,
noncompliance with anti-corruption, anti-bribery, anti-money laundering, or economic sanctions laws, rules, and regulations could subject us to whistleblower complaints,
investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or
injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral
consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal
litigation, our business, revenues, financial condition, and results of operations would be significantly harmed. In addition, responding to any action will likely result in a
significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm
our business, financial condition and results of operations.
We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations.
Our operations and the products we manufacture and/or sell are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and
regulations. Compliance with such existing or future laws and regulations could subject us to future costs or liabilities, impact our production capabilities, constrict our ability
to sell, expand or acquire facilities, restrict what solutions we can offer and generally impact our financial performance. Our products are designed for use in potentially
explosive or hazardous environments. If our product design fails for any reason in such environments, we may be subject to product liabilities and future costs. In addition,
some of these laws are environmental and relate to the use, disposal, remediation, emission, discharge of and exposure to hazardous substances. These laws often impose
liability and can require parties to fund remedial studies or actions regardless of fault. Environmental laws have tended to become more stringent over time and any new
obligations under these laws could have a negative impact on our operations or financial performance.
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Laws focused on the energy efficiency of electronic products and accessories, recycling of both electronic products and packaging, reducing or eliminating certain hazardous
substances in electronic products, and the transportation of batteries continue to expand significantly. Laws pertaining to accessibility features of electronic products,
standardization of connectors and power supplies, the transportation of lithium-ion batteries, and other aspects are also proliferating. There are also demanding and rapidly
changing laws around the globe related to issues such as product safety, radio interference, radio frequency radiation exposure, medical related functionality, and consumer and
social mandates pertaining to use of wireless or electronic equipment. These laws, and changes to these laws, could have a substantial impact on whether we can offer certain
products, solutions, and services, and on what capabilities and characteristics our products or services can or must include.
These laws and regulations impact our products and could negatively impact our ability to manufacture and sell products competitively. In addition, we anticipate that we will
see increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products, increasing energy efficiency and providing additional
accessibility.
We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our
common stock less attractive to investors.
We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We
cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result,
there may be a less active trading market for our common stock and our stock price may be more volatile.
The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly
after we are no longer an “emerging growth company.”
We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory
requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our results of operations, financial condition or business.
As a public company, we are subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act. These requirements may place a strain on
our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-
Oxley Act requires that we attest to having internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we
will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for
the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management,
operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion.
These activities may divert management’s attention from other business concerns, which could have a significant adverse impact on our results of operations, financial
condition or business.
As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements. In addition, we have elected under the JOBS Act to delay adoption of new or revised accounting
pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, our financial statements may not be
comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot
predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.
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Risks Related to Ownership of Our Common Stock
We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result, our common stock may become delisted, which could have a material
adverse effect on the trading, liquidity, and market price of our common stock.
We must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum closing bid price of $1.00 per share and timely filing of all periodic
financial reports, or risk delisting, which would have a material adverse effect on our business.
On September 14, 2023, we received a letter from Nasdaq notifying us that, because the bid price for our common stock has fallen below $1.00 per share for 30 consecutive
business days, we no longer comply with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing. In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a period of 180 calendar days, or through March 12, 2024, to regain compliance with the Bid Price
Rule. On March 13, 2024, we received a written notice from Nasdaq that the Company was eligible for an additional 180 calendar day period, or until September 9, 2024 (the
“Compliance Date”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per
share for a minimum of ten (10) consecutive business days as required under Nasdaq Listing Rule 5810(c)(3)(A) before the Compliance Date. If the Company does not regain
compliance with the Bid Price Rule by the Compliance Date, the Nasdaq staff will provide written notice to the Company that its common stock is subject to delisting. At that
time, the Company may appeal the determination to a Nasdaq Hearings Panel (the “Panel’). A timely request for a hearing will stay any suspension or delisting action pending
the issuance of the Panel’s decision.
This is not the first instance of Sonim’s non-compliance with the Bid Price Rule. We intend to actively monitor the closing bid price of our common stock and, as appropriate,
will consider available options to resolve the deficiency and regain compliance with the Bid Price Rule, including potentially seeking to effect a reverse share split, if necessary.
There can be no assurance that we will be able to regain compliance with respect to the current deficiency including by effecting a reverse share split, or that we will be able to
maintain compliance with the Nasdaq Capital Market continued listing requirements in the future or regain compliance with respect to any future deficiencies. In the event we
are delisted from Nasdaq, the only established trading market for our common stock would be eliminated, and we would be forced to list our shares on the OTC Markets or
another quotation medium, depending on our ability to meet the specific listing requirements of those quotation systems. As a result, an investor would likely find it more
difficult to trade or obtain accurate price quotations for our shares. Delisting would likely also reduce the visibility, liquidity, and value of our common stock, reduce
institutional investor interest in our company, and may increase the volatility of our common stock. Delisting could also cause a loss of confidence of potential industry
partners, lenders, and employees, which could further harm our business and our future prospects.
In prior years, we identified one material weakness in our internal control over financial reporting which, if not remediated, could have resulted in material misstatements
in our financial statements.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. As of December 31, 2022 and 2021, we identified
one material weakness in internal control over financial reporting that pertains to a deficiency in the design and implementation of IT general controls, including elevated
(administrator) access to financial reporting systems and subsystems, which are not appropriately restricted and segregated.
We developed and implemented a plan to remediate the material weakness in 2023. The material weakness has been remediated as of December 31, 2023. We cannot assure
you that we will not identify additional material weaknesses in our internal control over financial reporting in the future.
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We may become a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate
governance requirements. If we rely on these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to
such requirements.
Jefferey Wang, a member of our board of directors and the sole manager of AJP, beneficially owns approximately 45.3% of the issued and outstanding shares of our common
stock as of December 31, 2023. Although the sale of shares of our common stock pursuant to this prospectus may decrease the beneficial ownership of Mr. Wang, in the event
of purchasing more shares of our common stock Mr. Wang may control a majority of the voting power, and we may then be a “controlled company” within the meaning of
applicable rules of the Nasdaq at the time of conversion. Under these rules, a company is a “controlled company” if more than 50% of the voting power for the election of
directors is held by an individual, group, or another company, and such company may elect not to comply with certain corporate governance requirements, including the
requirements that the company have: (i) a majority of its board of directors comprised of independent directors; (ii) a nominating and corporate governance committee
comprised solely of independent directors; (iii) a compensation committee comprised solely of independent directors; and (iv) an annual performance evaluation of the
nominating and corporate governance and compensation committees.
Though we currently neither anticipate becoming a “controlled company,” nor taking advantage of any “controlled company” exemptions even if deemed to be a “controlled
company,” if we were to be deemed to be a “controlled company” and were to elect to be exempt from some or all of these corporate governance requirements, you may not
have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Sales of our common stock under the currently effective registration statement or the perception of such sales in the public market or otherwise could cause the market
price for our common stock to decline, even if our business is doing well.
The sale of shares of our common stock in the public market or otherwise, including sales pursuant to the Form S-3 Registration Statement and Prospectus, dated December 1,
2023, or the perception that such sales could occur, could reduce the prevailing market price of shares of our common stock and increase the volatility of our share price. These
sales, or the possibility that these sales may occur, also might make it more difficult for us:
● to sell equity securities in the future at a time and at a price that we deem appropriate; and
● to comply with the Nasdaq listing standards with regard to the minimum bid price of our common stock.
Resales of our common stock may cause the market price of our securities to drop significantly.
The shares of common stock offered for resale pursuant to the Form S-3 Registration Statement and Prospectus, dated December 1, 2023, represent approximately 48.4% of the
outstanding shares of our common stock as of December 31, 2023, and approximately 99% of our public float. Until such time that this registration statement is no longer
effective, the registration statement will permit the resale of these shares. As such, sales of a substantial number of shares of our common stock in the public market could occur
at any time.
Our quarterly results may vary significantly from period to period, which could make our future results difficult to predict and could cause our operating results to fall
below investor, analyst, or our expectations.
Our quarterly results and, in particular, our revenue, gross margins, operating expenses, operating margins and net income (loss), have historically varied significantly from
period to period and may continue to do so in the future. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Our budgeted expense
levels are based, in large part, on our expectations of future revenue and the development efforts associated with that future revenue. Due to our smaller scale compared to
many of our customers, we are particularly vulnerable to the impacts of changes in these customers’ order forecasts. Consequently, if our revenue does not meet projected levels
in the short-term, our inventory levels, cost of goods sold and operating expenses would be high relative to revenue, resulting in potential operating losses. If our revenue or
operating results do not meet the expectations of investors, the price of our common stock may decline substantially.
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Factors that may contribute to fluctuations in our quarterly results, many of which are outside our control and may be difficult to predict, include:
● fluctuations in demand, sales cycles and prices for products and services, including discounts given in response to competitive pricing pressures or to secure long-term
customer relationships, as well as the timing of purchases by our key customers;
● fluctuations in our customer, product or geographic mix, including the impact of new customer deployments, which typically carry lower gross margins, customer
consolidation, which may affect our ability to grow revenue, and products powered by our next-generation technologies, which initially tend to be lower margin due to
higher per unit production costs and greater variability in production yields;
● the timing, market acceptance and rate of adoption of our new product releases and our competitors’ new product releases;
● our ability to manage manufacturing costs, maintain or improve quality, and increase volumes and yields on products;
● our ability to successfully restructure or transform our operations within our anticipated time frame and realize our anticipated savings;
● the price, quality and timing of delivery of key components from suppliers, including any shipping cost increases or delays in the supply of components, as well as
impacts due to consolidations amongst our suppliers;
● order cancellations, reductions or delays in delivery schedules by our customers;
● any delay in collecting or failure to collect accounts receivable;
● our ability to control costs, including our operating expenses and the costs and availability of components we purchase for our products;
● any significant changes in the competitive dynamics of the markets we serve, including any new entrants, new technologies, or customer or competitor consolidation,
as well as aggressive pricing tactics by our competitors;
● our ability to manage inventory while timely meeting customer demand and avoiding charges for excess or obsolete inventory;
● the availability of third-party service partners to provide contract development and manufacturing services for us;
● the timing of revenue recognition and revenue deferrals;
● any future changes in U.S. GAAP or new interpretations of existing accounting rules;
● the impact of a significant natural disaster, as well as interruptions or shortages in the supply of utilities such as water and electricity;
● general economic and political conditions in domestic and international markets, and other factors beyond our control; and
● additional developments regarding our intellectual property portfolio and regulatory exclusivity protections, if any.
The financial and operational projections that we may provide from time to time are subject to inherent risks.
The projections and timelines that our management may provide from time to time (including with respect to financial or operational matters and the expansion of our product
portfolio and business lines) reflect numerous assumptions made by our management with respect to our specific, as well as general business, economic, market and financial
conditions, including our ability to correctly assess the demand to such products from different consumers and other matters, all of which may be difficult to predict and many
of which are beyond our control.
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Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate or that our organic growth and
expansion may be curtailed. You should be prepared for differences between actual and projected results from time to time. Our future actual results may be materially different
from those contained in our projections, both as to amounts and as to timing. The inclusion of projections or timelines in this Annual Report on Form 10-K or any other filing
we make with the SEC or otherwise communicated to investors by us should not be regarded as an indication that we or our management or representatives considered or
consider such projections and timelines to be a reliable prediction of future events, and the projections and timelines should not be relied upon as such.
Unless our common stock continues to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales
practice requirements.
If we are unable to maintain the listing of our common stock on Nasdaq or another national securities exchange, our common stock could become subject to the so-called
“penny stock” rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a
market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. The SEC regulations impose
restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. An accredited investor
generally is a person whose individual annual income exceeded $200,000, or whose joint annual income with a spouse exceeded $300,000 during the past two years and who
expects their annual income to exceed the applicable level during the current year, or a person with net worth in excess of $1.0 million, not including the value of the investor’s
principal residence and excluding mortgage debt secured by the investor’s principal residence up to the estimated fair market value of the home, except that any mortgage debt
incurred by the investor within 60 days prior to the date of the transaction shall not be excluded from the determination of the investor’s net worth unless the mortgage debt was
incurred to acquire the residence. For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and must have received
the purchaser’s written consent to the transaction prior to sale. This means that if we are unable to maintain the listing of our common stock on a national securities exchange,
the ability of stockholders to sell their common stock in the secondary market could be adversely affected. If a transaction involving a penny stock is not exempt from the
SEC’s rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and its registered representative, current quotations for the penny stock, and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the customer’s account and information on the limited market in penny stocks.
Some provisions of Delaware law and our certificate of incorporation and bylaws may delay or prevent a change in control and may discourage bids for our common stock
at a premium over its market price.
Our certificate of incorporation and bylaws provide for, among other things:
● the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
● advance notice requirements for stockholder proposals; and
● certain limitations on convening special stockholder meetings.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy
contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions than you desire.
Additionally, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, or the DGCL. These provisions prohibit large stockholders, in
particular a stockholder owning 15% or more of the outstanding voting stock, from consummating a merger or combination with a corporation unless this stockholder receives
board approval for the transaction or 66 2/3% of the shares of voting stock not owned by the stockholder approve the merger or transaction. These provisions of DGCL may
have the effect of delaying, deferring or preventing a change in control, and may discourage bids for our common stock at a premium over its market price.
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Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of
actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or
our directors, officers, employees or agents.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of
Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or
common law: (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers,
employees, agents or trustees to us or our stockholders, (iii) any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any
provision of the DGCL, our amended and restated certificate of incorporation or our bylaws or (iv) any action asserting a claim against us or any director or officer or other
employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable
parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and
consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. Under our amended and restated certificate of
incorporation, this exclusive forum provision will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the
State of Delaware, or for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would not apply to actions
arising under federal securities laws, including suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, jurisdiction
over which is exclusively vested by statute in the U.S. federal courts. This exclusive choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial
forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. If a court
were to find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur
additional costs associated with resolving such action in other jurisdictions, which could have a significant impact on our business, financial condition and results of operations.
Our amended and restated certificate of incorporation designates the U.S. federal district courts as the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act. We will seek to enforce these provisions.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United
States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities
Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision. The Delaware Supreme Court recently
determined that the exclusive forum provision of federal district courts of the United States of America for resolving any complaint asserting a cause of action arising under the
Securities Act is permissible and enforceable under Delaware law, reversing an earlier decision from the Court of Chancery of the State of Delaware that had ruled that such
provisions were not enforceable. In light of the Delaware Supreme Court determination that Delaware law permits exclusive federal forum provisions, we have sought to
enforce the exclusive federal forum provision in our amended and restated certificate of incorporation including in pending litigation. Enforcement of this provision could result
in additional costs. If we face relevant litigation and are unable to enforce this provision, we may incur additional costs associated with resolving such matters in other
jurisdictions, which could harm our business, financial condition, or results of operations.
The market price of our common stock is likely to be volatile and could fluctuate or decline, resulting in substantial loss of your investment.
The market price of our common stock could be subject to wide fluctuations in response to, among other things, the factors described in this “Risk Factors” section or
otherwise, and other factors beyond our control, such as fluctuations in the valuations of companies perceived by investors to be comparable to us.
34
Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many
companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as
general economic, systemic, political, and market conditions, such as recessions, interest rate changes, or international currency fluctuations, may negatively affect the market
price of our common stock.
The trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:
● market conditions in the broader stock market in general, or in our industry in particular
● actual or anticipated fluctuations in our quarterly financial and operating results;
● introduction of new products and services by us or our competitors;
● sales, or anticipated sales, of large blocks of our stock;
● issuance of new or changed securities analysts’ reports or recommendations;
● failure of industry or securities analysts to maintain coverage of our company, changes in financial estimates by any industry or securities analysts that follow our
company, or our failure to meet such estimates;
● additions or departures of key personnel;
● regulatory or political developments;
● changes in accounting principles or methodologies;
● acquisitions by us or by our competitors;
● litigation and governmental investigations; and
● economic, political, and geopolitical conditions or events.
These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their
shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile,
holders of that stock have often instituted securities class action litigation against the company that issued the stock.
General Risk Factors
Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our operating results and financial condition.
Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters,
acts of terrorism or other criminal activities, infectious disease outbreaks, and power outages, which may render it difficult or impossible for us to operate our business for some
period of time. Any disruptions in our operations could negatively impact our business and operating results and harm our reputation. For example, our headquarters in Austin,
Texas were shut down without power or water for several days in 2021. In addition, we may not carry business insurance or may not carry sufficient business insurance to
compensate for losses that may occur. Any such losses or damages could have a significant adverse impact on our business, operating results and financial condition. In
addition, the facilities of significant vendors may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or
significant adverse impact on our business.
35
Increasing scrutiny and evolving expectations from investors, customers, lawmakers, regulators, and other stakeholders regarding environmental, social and governance,
or ESG-related practices and disclosures may adversely affect our reputation, adversely impact our ability to attract and retain employees or customers, expose us to
increased scrutiny from the investment community or enforcement authorities or otherwise adversely impact our business and results of operations.
There is increasing scrutiny and evolving expectations from investors, customers, lawmakers, regulators, and other stakeholders on ESG-related practices and disclosures,
including those related to environmental stewardship, climate change, diversity, equity and inclusion, forced labor, racial justice, and workplace conduct. Regulators have
imposed, and likely will continue to impose, ESG-related rules and guidance, which may conflict with one another and impose additional costs on us or expose us to new or
additional risks. Moreover, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to different ESG-
related matters, and unfavorable ratings of us or our industry may lead to negative investor sentiment and the diversion of investment to other companies or industries. As a
smaller company, we may not have resources to meet the evolving ESG-related expectations of an investment community.
Our operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect our
business, results of operations, and financial condition.
We are highly susceptible to the global supply chain and any disruptions. The majority of our suppliers and manufacturing facilities are located outside the U.S. As a result, the
Company’s operations and performance depend significantly on global and regional economic conditions.
Adverse macroeconomic conditions, including inflation or recession, new or increased tariffs and other barriers to trade, changes to the U.S. fiscal and monetary policy, tighter
credit, higher interest rates, high unemployment, and currency fluctuations can adversely impact consumer confidence and spending and materially adversely affect demand for
our products and services. In addition, consumer confidence and spending can be materially adversely affected in response to financial market volatility, negative financial
news, declines in income or asset values, energy shortages and cost increases, labor and healthcare costs, and other economic factors. Besides an adverse impact on demand for
our products, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our counteragents including customers, suppliers,
contract manufacturers, logistics providers, cellular network carriers, and channel partners.
These and other economic factors can materially adversely affect the Company’s business, results of operations, financial condition, and stock price.
Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our customers and potential customers, which could
significantly adversely impact our business.
Current or future economic uncertainties or downturns could adversely impact our business and operating results. Negative conditions in the general economy both in the
United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political deadlock, natural
catastrophes, infectious disease outbreaks, and warfare and terrorist attacks in North America, Europe, the Asia Pacific region or elsewhere, could cause a decrease in funds
available to our customers and potential customers and negatively affect the growth rate of our business.
These economic conditions may make it extremely difficult for our customers and us to forecast and plan future budgetary decisions or business activities accurately, and they
could cause our customers to reevaluate their decisions to purchase our solutions, which could delay and lengthen our sales cycles or result in cancellations of planned
purchases. Furthermore, during challenging economic times or as a result of political changes, our customers may tighten their budgets and face constraints in gaining timely
access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our
allowance for doubtful accounts, which would adversely impact our financial results.
We cannot predict the timing, magnitude or duration of any economic slowdown, instability or recovery, generally or within any particular industry, or the impact of political
changes. If the economic conditions of the general economy or industries in which we operate worsen from present levels, or if recent political changes result in less funding
being available to purchase our solutions, our business, operating results and financial condition could be adversely impacted.
36
Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets.
The relative change in currency values creates fluctuations in product pricing for international customers. These changes in foreign end-customer costs may result in lost orders
and reduce the competitiveness of our products in certain foreign markets. These changes may also negatively impact the financial condition of some foreign customers and
reduce or eliminate their future orders of our products. In addition, a significant portion of our research and development expenditure takes place in China and India.
Fluctuations in the currency values of those countries could negatively impact our operating expenses.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy
We are committed to protecting information and the underlying information systems involved in the functionality of our products and the operation of our business. We assess,
identify, and manage material risks from cybersecurity threats through various processes and procedures, including:
(i) assessing risks, ad hoc, to identify the potential impact and likelihood of various risks and scenarios and to determine appropriate mitigation strategies and controls;
(ii) third-party manufacturer, partner, and supplier selection processes;
(iii) utilizing procedures for responding to cybersecurity incidents;
(iv) training our employees, incident response personnel, and senior management on cybersecurity awareness;
(v) monitoring the responsibilities of our information technology team and evaluating our cybersecurity posture and performance on an ongoing basis;
(vi) conducting regular vulnerability scans and tests utilizing threat intelligence feeds in the assessment of hardware and software; and
(vii)using external service providers and other third parties, where appropriate, to assess, test, or otherwise assist with aspects of our systems addressing cybersecurity
threats.
Although we are still in the process of developing a formal incident response plan, our team is trained and had practical experience to cover all phases of the incident
management process, including identification, containment, eradication, recovery, and post-incident analysis. Significant cybersecurity incidents are elevated within the
hierarchy of management and assessed by a cross-functional, executive management-level team, which is responsible for making the necessary strategic decisions, prioritizing
actions that can minimize the impact of the cybersecurity incidents on us and our customers, and determining the materiality of such incidents.
In the past we were subject to attempts to compromise our information technology systems, and, like all information technology systems, our systems are potentially vulnerable
to damage, unauthorized access, or interruption from a variety of sources. As of the date of this annual report on Form 10-K, we are not aware of any such attacks that have
materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations, or financial condition, but we cannot provide
assurance that they will not be materially affected in the future by such risks or any future material incidents. In addition, our third-party service providers and other partners
face similar cybersecurity threats, and although we assess these third parties’ cybersecurity controls through a cybersecurity assessment, which may include a cybersecurity
questionnaire depending on our risk evaluation, and include security and privacy addendums to our contracts where applicable, a cybersecurity incident any of these entities
could materially adversely affect our business and results of operations. For more information on our cybersecurity-related risks, please see “Risks Related to Information
Technology and Intellectual Property” in “Part I. Item 1A. Risk Factors” of this annual report on Form 10-K.
37
Corporate Governance
Cybersecurity Risks Oversight by the Members of our Board
The Audit Committee has oversight responsibility for risks and incidents relating to cybersecurity threats as a part of its overall risk oversight responsibilities. Such
responsibility includes compliance with disclosure requirements, cooperation with law enforcement, and analyzing the related effects on financial and other risks, and it reports
any findings and recommendations, as appropriate, to the full board for consideration. The Audit Committee receives annual reports on our cybersecurity risks from
management. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact
potential.
Cybersecurity Risks Oversight by our Management
Our management team, including our Head of Information Technology, is responsible for addressing, assessing, and managing our material risks from cybersecurity threats.
Our head of Information Technology supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants (when applicable). Our
management team’s experience includes demonstrated expertise in cybersecurity, mobile and data devices, and smartphone software. Our management team supervises efforts
to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat
intelligence, and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by
security tools deployed in the information technology environment.
Item 2. Properties.
We maintain our corporate headquarters in a leased facility in San Diego, California. In addition, we lease a facility in Shenzhen, China, and a facility in Beijing, China for
employees that perform engineering and logistics services. We believe that our facilities are suitable to meet our current needs.
Item 3. Legal Proceedings.
For information regarding our material legal proceedings, see “Note 12. Commitments and Contingencies” in the accompanying “Notes to Consolidated Financial Statements”
in this Annual Report, which information is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
38
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is traded on The Nasdaq Stock Market LLC under the symbol “SONM.”
Holders of Record
As of March 20, 2024, there were 81 holders of record of our common stock based on information furnished by American Stock Transfer and Trust Company, LLC, the transfer
agent for our securities.
Dividends
We have not declared or paid any cash dividends on our capital stock and do not intend to pay cash dividends in the foreseeable future. Any future determinations relating to our
dividends and earning retention policies will be made at the discretion of our board of directors, who will review such policies from time to time in light of our earnings, cash
flow generation, financial position, results of operations, the terms of our indebtedness and other contractual restrictions, capital requirements, business prospects and other
factors our board of directors may deem relevant.
Recent Sales of Unregistered Securities
On October 18, 2023, we issued 230,000 shares of our common stock to a service provider in consideration of consulting services to the Company.
The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The service
provider described above represented the intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof,
and appropriate legends were affixed to the share certificates issued in such transactions.
Purchase of Equity Securities
None
Item 6. Reserved
39
Item 7. Management’s Discussion and Analysis of Financial Condition, Results of Operations.
The following commentary should be read in conjunction with the Consolidated Financial Statements and related notes thereto contained in Part IV of this Annual Report on
Form 10-K. As discussed in the section titled “Cautionary Note About Forward-Looking Statements,” this discussion contains forward-looking statements based on current
expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various
factors, including those set forth under Item 1A.,”Risk Factors,” included in Part I of this Annual Report on Form 10-K.
Company Overview
Sonim Technologies is a leading U.S.-based provider of rugged mobile devices and accessories designed for workers physically engaged in their work environments, often in
mission-critical roles. As part of our expansion efforts, the Company has introduced our Connected Solutions division which will begin launching products in 2024 in the U.S.,
Canada and Asia/Pacific. Connected Solutions will primarily consist of devices that connect to the internet including mobile hotspots, fixed wireless devices and USB dongle
devices. In addition to this, the Company has expanded its rugged phone portfolio by developing a semi-rugged smartphone that is designed for small businesses through three
U.S. carriers beginning in the second half of 2024. The Company is also launching a consumer durable product in late 2024 to address consumers who need more protection in
their devices without sacrificing key design elements and maintaining an attractive price point. In 2023, the Company sold tablets that connect to the internet to a customer who
rebranded them for sale in the U.S., but such sales have been discontinued in the fourth quarter of 2023.
Since June 2023, the Company has received thirteen product awards from U.S., Canadian, and an Australian carrier for products that will launch in 2024. This includes seven
product awards for rugged phones, five product awards for mobile hotspots, and one product award for a consumer durable smartphone. The thirteen product awards compare
to one or two product awards per year that the Company received in years prior to 2023.
Revenues in 2023 were primarily generated from sales of our mobile phones and industrial-grade accessories, predominantly to wireless carriers in the United States and
Canada. We currently have products available at all three U.S. Tier-one carriers – AT&T, T-Mobile and Verizon as well as the three primary carriers in Canada – Bell, Telus and
Rogers. These carriers then resell our products, along with network services, to end customers focusing on two primary end markets: industrial enterprise and public sector. In
2023 and 2022, tablets were sold to a customer who resold them to a carrier in the U.S. The tablet business was not part of our core business as it was under the ODM model
where we designed a product for a specific customer, and we found a manufacturer to produce the product. ODM products have lower margins and shorter product lives as
compared to our other products.
Given our primary sales channels in the U.S. and Canada consist of large wireless carriers, our customer base is somewhat concentrated. For the year ended December 31,
2023, large wireless carriers contributed 45% of our revenues, with our top three carrier customers accounting for 40%. Our tablet customer represented 48% of our revenue
while smartphones constituted 34% of our revenues and feature phones 17% of our revenues. To help control and manage the quality, cost and reliability of our supply chain,
we directly manage the procurement of certain final assembly materials used in our products, which include memory and LCDs. To help contain costs and improve the
efficiency of our operations, we have outsourced substantially all of our manufacturing functions, software development and quality control functions to third parties,
transferring the employees who previously performed this work. We continue to develop differentiated products to attract and retain customers.
While we continue to design ultra rugged phones and accessories, we have broadened our product range to appeal to a more diverse audience. Our core value proposition,
which has earned us a loyal following, remains the foundation of our expanded offerings, including rugged durable phones and wireless data devices. These new products will
not only expand our portfolio of products but will also allow the Company to diversify our customer base into new markets. New product launches for hotspots, our new rugged
phone for small businesses, and our consumer-oriented phone will begin in 2024 and sales are expected to grow over the next few years.
Our key value proposition in the market is to incorporate specific elements of our rugged roots into our new products with added durability without sacrificing attractive design
and value pricing. We believe this is an underserved market opportunity in the small business and consumer spaces. Our expertise in carrier mobility leads us to a natural
extension into data devices, where we can leverage our technical expertise as well as our streamlined organization to bring better quality, better specs, and low cost to the
marketplace.
40
Recent Developments
Recent Product Awards
The first step in selling our products through cell phone carriers is to receive a product award from the carrier. The award documents the intent of the carrier to carry the
proposed product and offer it to customers through their stores or online. The carrier and Sonim agree to a launch date that is generally nine months or longer from the date of
the product award. After the product award, the Company and its partners complete the design that includes the unique specifications from the carrier, test the device, obtain
certification from the carrier to sell the device, and begin full scale manufacturing of the product based on purchase orders issued by the carrier.
In the third quarter of 2023, the Company received five separate product awards for the new hotspot devices that connect users to the internet through the 4G or 5G phone
network. These devices can replace a cable modem at a much lower monthly cost, are portable, and can be used anywhere that is covered by the 4G or 5G networks. These
product awards are from three tier-one carriers in the U.S., one tier-one carrier in Canada, and one tier-one carrier in Australia. The Company expects to launch the hotspots
with different carriers beginning in the second quarter of 2024, through the fourth quarter of 2024. Incremental revenue and incremental net income are expected once these
products are launched.
In the third quarter of 2023 and in the first quarter of 2024, the Company received three product awards for a new rugged smartphone from U.S. carriers. This phone is sleeker
than our ultra-rugged smartphone and will be targeted to small businesses that are exposed to challenging environments and who want a more durable phone that looks and
feels like other consumer phones and has the same great features as other Android phones. This product is expected to launch in the second half of 2024.
In the third quarter of 2023, the Company also received a product award for a value 5G smartphone from a tier-one U.S. carrier. This phone looks and feels like other consumer
phones and has the same great Android features. The differentiator is that it is much more durable than other phones, and it does not require a separate protective case. This
product is expected to launch in the fourth quarter of 2024.
Closure of the SEC Investigation with No Enforcement Action
On March 6, 2023, we received a letter from the SEC that stated that the SEC has concluded the investigation of the Company and does not intend to recommend any
enforcement action against the Company.
Liquidity and Capital Resources
Currently, our principal source of liquidity consists of cash and cash equivalents totaling $9.4 million, as of December 31, 2023. During the year ended December 31, 2023, our
net loss was $0.1 million and our use of cash in operations was $4.1 million. Our cash balance is expected to cover any negative cash flow that may be caused by developing
new products over the next year. Increased revenue from new products is expected to increase cash flow in the second half of 2024. We expect to meet all obligations with
existing cash and operating cash flow for a period of at least one year from the date of release of the financial statements included in this Form 10-K.
Expansion into Europe and the Middle East
In January 2024, the Bullitt Group Ltd., a competitor of the Company for rugged phones, shutdown. This creates an opportunity for the Company to sell our existing rugged
phones and to develop new rugged phones for customers that were formally served by Bullitt in Europe and around the world. We are increasing our sales teams for Europe, the
Middle East, and Africa and are expanding our service infrastructure to serve former Bullitt customers. We expect higher sales in Europe in 2024 and in future years.
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Nasdaq Delisting and Reverse Stock Split
On September 14, 2023, we received a letter from Nasdaq notifying us that, because the bid price for our common stock has fallen below $1.00 per share for 30 consecutive
business days, we no longer comply with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price
Rule”) for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a period of 180 calendar days, or through March 12, 2024, to regain
compliance with the Bid Price Rule. On March 13, 2024, such period was extended by an additional 180 calendar days, or through September 9, 2024. To regain compliance,
the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten (10) consecutive business days as required under Nasdaq Listing
Rule 5810(c)(3)(A) (unless the Nasdaq staff exercises its discretion to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)) during the 180-day period).
If the Company does not regain compliance during this second 180-day period, the Nasdaq staff will provide written notice to us that our common stock is subject to delisting.
At that time, we may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be
no assurance that, if Sonim does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful.
This is not the first instance of Sonim’s non-compliance with the Bid Price Rule. We intend to actively monitor the closing bid price of our common stock and, as appropriate,
will consider available options to resolve the deficiency and regain compliance with the Bid Price Rule, including potentially seeking to effect a reverse share split, if necessary.
There can be no assurance that we will be able to regain compliance with respect to the current deficiency including by effecting a reverse share split, or that we will be able to
maintain compliance with the Nasdaq Capital Market continued listing requirements in the future or regain compliance with respect to any future deficiencies. In the event we
are delisted from Nasdaq, the only established trading market for our common stock would be eliminated, and we would be forced to list our shares on the OTC Markets or
another quotation medium, depending on our ability to meet the specific listing requirements of those quotation systems. As a result, an investor would likely find it more
difficult to trade or obtain accurate price quotations for our shares. Delisting would likely also reduce the visibility, liquidity, and value of our common stock, reduce
institutional investor interest in our company, and may increase the volatility of our common stock. Delisting could also cause a loss of confidence of potential industry
partners, lenders, and employees, which could further harm our business and our future prospects.
Macroeconomic Events
During the fiscal year 2023, we operated under challenging market conditions, influenced by global events beyond our control such as inflation, supply chain disruptions,
tensions between the U.S. and China, war in Ukraine, the overall international instability, and other events discussed in “Part I. Item 1A. Risk Factors” in this Form 10-K. We
have implemented and continue to implement measures to address those challenges. We also continue to actively manage our inventory and establish a relationship with third-
party manufacturers in an effort to minimize supply chain disruptions. Nevertheless, the above-described events had and will continue to impact the global macroeconomic and
geopolitical environments, capital and commodity markets, and global supply chains, which may have an adverse impact on our operations and hinder our ability to access
capital, if needed. Our cost of revenue may increase if the component prices increase.
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Key Metrics
We review a variety of key financial metrics to help us evaluate growth trends, establish budgets, measure the effectiveness of our business strategies and assess operational
efficiencies.
Units Sold
Our smartphones include the XP10 model sold in 2023 and 2022, and our XP8 model sold in 2022. The number of smartphone units sold during the year ended December 31,
2023 compared to the year ended December 31, 2022 increased by 89%, primarily because the XP10 was launched in November 2022 and had a full year of sales in 2023. The
Company’s tablet sales increased by 52% in 2023 as compared to 2022 because the tablet was launched in the third quarter of 2022, and 2023 had nine months of tablet sales.
We stopped selling the tablet in October, 2023. Our feature phones include the XP3plus, XP3, XP5, XP5s, and XP5plus models. The number of feature phone units sold during
the year ended December 31, 2023 compared to the year ended December 31, 2022 decreased by 32%, primarily because 2022 had higher sales of the XP3plus after it was
launched in September 2021.
Set forth below is units sold by product category (in thousands):
Smartphones
Feature phones
Tablets and other
Total Units Sold
Adjusted EBITDA
Year Ended December 31,
2023
2022
70
69
508
647
37
102
330
469
In addition to our financial results determined in accordance with U.S. GAAP, we believe the following non-GAAP and operational measures are useful in evaluating our
performance-related metrics.
Set forth below is a reconciliation from net loss to Adjusted EBITDA (in thousands):
Net loss
Depreciation and amortization
Stock-based compensation
Interest expense
Income taxes
Adjusted EBITDA
Year Ended December 31,
2023
2022
(90)
2,206
1,496
15
374
4,001
$
$
(14,087)
2,375
1,551
97
184
(9,880)
$
$
We define Adjusted EBITDA as net loss adjusted to exclude the impact of stock-based compensation expense, depreciation and amortization, interest expense, and income
taxes. Adjusted EBITDA is a useful financial metric in assessing our operating performance from period to period by excluding certain items that we believe are not
representative of our core business, such as certain material non-cash items and other adjustments, such as stock-based compensation.
We believe that Adjusted EBITDA, viewed in addition to, and not in lieu of, our reported GAAP results, provides useful information to investors regarding our performance and
overall results of operations for various reasons, including:
● non-cash equity grants made to employees at a certain price do not necessarily reflect the performance of our business at such time, and as such, stock-based
compensation expense is not a key measure of our operating performance; and
● non-cash depreciation and amortization are not considered a key measure of our operating performance.
We use Adjusted EBITDA:
● as a measure of operating performance;
● for planning purposes, including the preparation of budgets and forecasts;
● to allocate resources to enhance the financial performance of our business;
● to evaluate the effectiveness of our business strategies;
● in communications with our board of directors concerning our financial performance; and
● as a consideration in determining compensation for certain key employees.
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Adjusted EBITDA has limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of
these limitations include:
● it does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;
● it does not reflect changes in, or cash requirements for, working capital needs;
● it does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments; and
● other companies in our industry may define and/or calculate this metric differently than we do, limiting its usefulness as a comparative measure.
Factors Affecting Our Results of Operations
We believe that the growth and future success of our business depend on many factors. While these factors present significant opportunities for our business, they also pose
important challenges that we must successfully address to improve our results of operations.
Research and Development
We believe that our performance is significantly dependent on the investments we make in research and development and that we must continue to develop and introduce
innovative new products on a two- to three-year cycle. Our partnerships with ODMs are expected to enable us to shift between different types and numbers of devices under
development while increasing the size of our internal team at a slower pace than our growth in revenue.
While the hardware design of our phones is generally the same for all wireless carriers, each device must be configured to conform to the requirements of each wireless
carrier’s network, resulting in higher development expenses as the number of wireless carriers we sell through increases. In addition to the design and configuration costs, each
device must undergo a multi-month technical approval process at each carrier before it can be certified to be stocked at each carrier. The approval process for each device for
each carrier has historically cost between $1 million and $3 million. We capitalize these certification costs as contract fulfillment assets and amortize them over the estimated
life of the product. Prior to the commencement of development of a product for certification, we generally do not receive any purchase orders or commitments. Following a
carrier’s review of product concepts, we may receive a product award letter from that carrier to move forward with the development and certification process, at which time we
may begin receiving advance purchase orders or commitments. Since the timing of when we seek technical approval with our wireless carriers tends to be cyclical in nature,
quarter-over-quarter expenditures may vary significantly depending on the number of approvals in process during the quarter. If we fail to innovate and enhance our product
offerings, our brand, market position and revenues may be adversely affected. If our research and development efforts are not successful, then we will not recover these
investments that we make.
New Customer Acquisitions
We are focused on continuing to acquire new customers, in North America, Europe, the Middle East, and Australia, to support our long-term growth. Historically, we have been
dependent on a small number of wireless carriers distributing our products. We have invested, and expect to continue to invest, in our sales and marketing efforts to drive new
customer acquisitions. We are currently pursuing former customers of Bullitt in Europe and the Middle East to introduce our rugged phone products. A key part of our strategy
is to further expand our connected solutions products. We also intend to continue to invest in and expand our international sales teams. As a result, we expect our sales and
marketing costs to increase as we seek to acquire new customers. Sales and marketing investments will often occur in advance of any sales benefits from these activities, and it
may be difficult for us to determine if we are efficiently allocating our sales and marketing resources.
44
Seasonality and New Product Introduction
We have historically experienced lower net revenue in our first quarter compared to other quarters in our fiscal year due to seasonal demand associated with the introduction of
new products to our lead customers. New product introductions can significantly impact net revenue, gross profit and operating expenses. The timing of product introductions
can also impact our net revenue as our wireless carrier customers prepare for a new product launch, and channel inventory of an older product often declines as the launch of a
newer product approaches. Net revenue can also be affected when consumers and distributors anticipate a new product introduction. However, neither historical seasonal
patterns nor historical patterns of product or service introductions should be considered reliable indicators of our future pattern of product or service introductions, future net
sales or financial performance.
Components of Our Results of Operations
The following describes the line items set forth in our consolidated statements of operations.
Revenues
Revenues are recognized on the date that the customer receives the products sold or when title is passed to the customer upon shipment. For products shipped on consignment,
revenue is not recognized until the products are sold to the end customer. Any discounts, marketing development funds, product returns or other revenue reductions are treated
as offsets to revenues, which is presented on a net basis. A return reserve reduces revenue for products that are sold to distributors with a right of return. We have also
historically entered into customer agreements with channel partners that include a combination of products and non-recurring engineering services, or NRE services. When a
customer agreement includes NRE services which involve significant design modification and customization of the product software that is essential to the functionality of the
hardware, revenues are also recognized as control transfers to the customer under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
All of our revenues are derived from a single segment.
The Company recognizes revenue primarily from the sale of products, including our mobile phones, connected devices, tablets, and accessories, and most of the Company’s
contracts include only one performance obligation, namely the delivery of product. A performance obligation is a commitment in a contract to transfer a distinct good or service
to the customer and is defined as the unit of account for revenue recognition under ASC 606. The Company also recognizes revenue from other contracts that may include a
combination of products and NRE services or from the provision of solely NRE services. Where there is a combination of products and NRE services, the Company accounts
for the commitments as individual performance obligations if they are both capable of being distinct and are distinct within the context of the contract.
Our customer agreements with channel partners set forth the terms pursuant to which our channel partners purchase our products for distribution on a purchase order basis.
While these arrangements are typically long term, they generally do not contain any firm purchase volume commitments. As a result, our channel partners are not contractually
obligated to purchase from us any minimum number of products. However, while our channel partners provide us with demand forecasts under these sales arrangements, we are
generally required to satisfy any and all purchase orders delivered to us within specified delivery windows, with limited exceptions (such as orders significantly in excess of
forecasts). Our sales arrangements also generally include technical performance standards for our mobile phones and accessories sold, which vary by channel partner. If a
technical issue with any of our covered products exceeds certain preset failure thresholds for the relevant performance standard or standards, the channel partner typically has
the right to cease selling the product, cancel open purchase orders and levy certain monetary penalties. In addition, our channel partners retain sole discretion in which of their
stocked products to offer their customers.
We also offer our channel partners channel marketing and other limited promotional incentives, such as sales volume incentives, in exchange for retail price reductions. Under
certain of our customer agreements, we may also offer NRE services in the form of third-party design services relating to the design of materials and software licenses used in
the manufacturing of our products.
Our tablet sales were with a customer that imported the tablets to the U.S., where the tablets were branded, and sold to a U.S. retailer. Tablet sales ended in October 2023 and
are not expected to be resumed in 2024.
45
Cost of Revenues and Gross Profit/Gross Margin
Cost of revenues for products manufactured by third parties is the negotiated price that the Company pays for the products. Cost of revenues includes other direct costs related
to the final product to the customer, including such items as shipping costs, royalties on third-party technology included in the product, warranty cost accruals, supply chain
costs, logistics costs, and packaging and handling costs.
Amortization of NRE expenses and contract fulfillment costs are part of cost of revenues. Gross profit is defined as revenues less cost of revenues. Gross margin is gross profit
expressed as a percentage of revenues. We expect that our gross margin may fluctuate from period to period, primarily because of changes in average selling price, changes in
the price that we pay for inventory, revenue mix among our devices, and shipping costs. In addition, we may reserve against the value at which we carry our inventory based
upon the device’s lifecycle and conditions in the markets in which we sell.
Operating Expenses
Our operating expenses consist of the following categories:
Research and development. Research and development expenses consist primarily of personnel-related expenses, including salaries, bonuses, stock-based compensation and
employee benefits, as well as outsourced costs incurred through our ODM partnerships and other third parties. Research and development expenses also include the costs of
developing new products and supporting existing products. Research and development activities include the design of new products, refinement of existing products and design
of test methodologies to ensure compliance with required specifications. We consider costs associated with achieving technical acceptance with each product at each carrier to
be a contract fulfillment cost that we capitalize. We expect our research and development expenses to fluctuate over time as we experience the various product cycles of our
devices.
Sales and marketing. Sales expenses consist primarily of personnel-related expenses, including salaries, bonuses, stock-based compensation, commissions to sales
representatives, travel costs and employee benefits, as well as field support and customer training costs. Marketing expenses include all social media and collateral print media,
and brand development expenses.
General and administrative. General and administrative expenses consist primarily of personnel-related expenses, including salaries, bonuses, stock-based compensation, travel
costs and employee benefits, as well as professional and consulting fees, legal fees, and insurance costs.
Income taxes. As part of the process of preparing our consolidated financial statements we are required to estimate our taxes in each of the jurisdictions in which we operate.
We account for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary
differences between the financial reporting and income tax bases of assets and liabilities and the tax effects of net operating loss and credit carryforwards using the enacted tax
rates expected to apply in the periods of expected settlement. In addition, this method requires a valuation allowance against net deferred tax assets if, based upon the available
evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
46
Results of Operations
Years Ended December 31, 2023 and 2022:
The following tables present key components of our results of operations for the respective periods (in thousands):
Net revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Net income (loss) from operations
Interest expense
Other income (expense), net
Net income (loss) before income taxes
Income tax expense
Net loss
Year Ended December 31,
2023 vs 2022
2023
2022
Increase
(Decrease)
%
$
$
$
93,632
74,308
19,324
1,772
8,768
8,271
18,811
513
(15)
(214)
284
(374)
(90)
$
$
69,828
58,205
11,623
7,973
7,274
10,666
25,913
(14,290)
(97)
484
(13,903)
(184)
(14,087)
$
23,804
16,103
7,701
(6,201)
1,494
(2,395)
(7,102)
14,803
82
(698)
14,187
(190)
13,997
34.1%
27.7%
66.3%
-77.8%
20.5%
-22.5%
-27.4%
-103.6%
-84.5%
-144.2%
-102.0%
103.3%
-99.4%
Net revenues. Net revenues for the year ended December 31, 2023, increased by $23.8 million, or 34.1% to $93.6 million compared to $69.8 million for the year ended
December 31, 2022. The increase in net revenues was primarily due to an increase in smartphone sales of $13.6 million and tablet sales of $15.3 million, partially offset by a
decrease in feature phone sales. Tablet sales stopped in October 2023 with the end of the product’s life cycle. We expanded our product portfolio with two low-cost smartphones
that were developed through our ODM model and started shipping in December 2023, which contributed $0.4 million in revenue in 2023. We have thirteen new product
awards, five for mobile hotspots, seven for new rugged phones, and one for a new consumer durable phone. These products are all expected to launch in 2024, and will result in
higher revenue in the second half of 2024 and in future years.
Cost of revenues. Total cost of revenues for the year ended December 31, 2023, increased $16.1 million, or 27.7%, to $74.3 million, or 79.4% of net revenues, compared to
$58.2 million, or 83.4% of net revenues for the year ended December 31, 2022. This increase was attributable to the increase in net revenues. The lower cost of revenues as a
percentage of net revenues in 2023 was due to sales mix and specifically the sale of relatively higher margin smartphones in 2023.
Gross profit and margin. Gross profit for the year ended December 31, 2023, increased $7.7 million, or 66.3%, to $19.3 million, or 20.6% of net revenues, from $11.6 million,
or 16.6% of net revenues for the year ended December 31, 2022. This increase in gross profit was primarily due to higher revenue from smartphone and tablet sales. Gross
profit margins reflected a more favorable product mix due to increased sales of the refreshed XP10 rugged smartphone.
Research and development. Research and development (“R&D”) expenses for the year ended December 31, 2023, decreased by $6.2 million, or 77.8%, to $1.8 million
compared to $8.0 million for the year ended December 31, 2022. The decrease was due to 2022 including R&D on the XP10 and the XP5plus that were launched in 2022. R&D
expense in 2023 included spending on the new mobile hotspots, and two new smartphones that will launch in 2024.
Sales and marketing. Sales and marketing expenses for the year ended December 31, 2023, increased by $1.5 million, or 20.5%, to $8.8 million compared to $7.3 million for
the year ended December 31, 2022. This increase is due to the hiring of new personnel to drive the Company’s expansion into data devices, and the expansion of the sales team
to serve Europe, the Middle East and Australia.
47
General and administrative. General and administrative expenses for the year ended December 31, 2023, decreased by $2.4 million, or 22.5%, to $8.3 million compared to
$10.7 million for the year ended December 31, 2022. This decrease was primarily due to severance costs of $1.2 million incurred in 2022 due to a change in the management
team, a decrease in finance headcount, and lower directors and officers insurance costs.
Interest expense. Interest expense is less than $0.1 million in both years because the Company had minimal debt.
Other income (expense), net. Other income (expense), net, decreased by $0.7 million primarily because 2022 had a $0.7 million gain on the termination of the San Mateo office
lease.
Income tax expense. We recognized an income tax provision of $0.4 million in 2023 as compared to $0.2 million in 2022. This increase in tax expense in 2023 is primarily due
to the Company’s increase in foreign tax expense for its foreign subsidiaries in 2023 as compared to 2022.
Net loss. The net loss for December 31, 2023, was $0.1 million compared to $14.1 million for December 31, 2022. This $14.0 million improvement is primarily due to a $7.7
million increase in gross profit due to higher revenue, a $6.2 million decrease in R&D expenses, and a $2.4 million decrease in General and Administrative expenses, partially
offset by a $1.5 million increase in Sales and Marketing expenses.
Adjusted EBITDA. Adjusted EBITDA was $4.0 million for the year ended December 31, 2023, compared to negative $9.9 million for the year ended December 31, 2022. This
improvement was primarily due to the same factors in the improvement to Net Loss.
Liquidity and Capital Resources
Historically, we have funded operations from a combination of public and private equity financings, convertible loans from existing investors and borrowings under loan
agreements. As of December 31, 2023, we did not have any convertible loans or any other borrowing structures in place.
Currently, our principal source of liquidity consists of cash and cash equivalents totaling $9.4 million as of December 31, 2023. During the year ended December 31, 2023, our
net loss was $0.1 million. In 2024 we will be launching new products beginning in the second quarter, and these new products are expected to incrementally improve cash flow.
In 2024, we will continue to use cash to complete the certification of our new products with the carriers, to develop new products, and to expand our sales and marketing teams
in Europe, the Middle East, and Australia. We will adjust our spending to ensure that our cash is sufficient to cover any future negative cash flow.
48
Our management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, or
through arrangements with strategic or investment partners with greater resources or access to funds, or through obtaining credit from government or financial institutions. As
we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional
financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to
us and our industry. The shares of our common stock offered for resale pursuant to the Form S-3 Registration Statement and Prospectus, dated December 1, 2023, represented
approximately 48.4% of the outstanding shares of our common stock as of December 31, 2023, and approximately 99% of our public float. Given the substantial number of
shares of our common stock registered for resale, the perception in the market that the selling securityholders of a large number of shares intend to sell shares could increase the
volatility of the market price of our common stock or result in a significant decline in the public trading price of our common stock and hinder our efforts to address our capital
needs by means of the sale of our securities.
Cash Flows
The following table summarizes our sources and uses of cash for the periods presented (in thousands):
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Cash flows from operating activities
Year Ended December 31,
2023
2022
$
(4,052) $
(36)
272
(12,360)
(8)
14,348
For the year ended December 31, 2023, cash used in operating activities was $4.1 million. Non-cash charges were $4.3 million and changes in operating assets and liabilities
were a net use of $8.3 million. Non-cash charges primarily consisted of $2.2 million in depreciation and amortization, $1.5 million in stock-based compensation, $0.4 million in
payment for services with common stock, partially offset by non-cash lease liability amortization. The changes in our net operating assets and liabilities were primarily due to
an increase in contract fulfillment assets of $4.5 from the capitalization of certification costs, an increase of $3.0 million in accounts receivable due to the timing of sales at
year-end, and an increase of $2.6 million in inventory due to the timing of shipments at year-end. These cash decreases were partially offset by a decrease of $1.3 million in
non-trade receivables due to the timing of parts deliveries to our manufacturers.
For the year ended December 31, 2022, cash used in operating activities was $12.4 million, primarily attributable to a net loss of $14.1 million. Non-cash charges were $1.3
million and changes in operating assets and liabilities were $0.2 million. Non-cash charges primarily consisted of $1.5 million in stock-based compensation, $0.5 million in
payment for services with common stock, partially offset by non-cash lease liability amortization, and $0.7 million in a non-cash gain on the termination of a lease. The changes
in our net operating assets and liabilities were primarily due to an increase of $11.7 million in accounts payable due to amounts payable to the tablet vendors, a decrease in
prepaid expenses of $3.5 million due to the release of prepaid taxes, deposits for manufacturing inventory and prepaid NRE, and a decrease in inventory of $1.3 million. These
were partially offset by a $11.3 million increase in accounts receivable from the tablet customer, an increase in capitalized contract fulfillment costs of $4.8 million, and a
decrease in accrued expenses of $1.1 million.
Cash flows from investing activities
For the years ended December 31, 2023 and 2022, cash used in investing activities was less than $0.1 million each year.
Cash flows from financing activities
For the year ended December 31, 2023, cash provided by financing activities was $0.3 million, primarily due to $0.4 million in proceeds from the exercise of stock options,
partially offset by $0.1 million for the repayment of debt.
For the year ended December 31, 2022, cash provided by financing activities was $14.3 million, primarily due to proceeds from the AJP transaction (see Note 9).
49
Material Cash Requirements
We had approximately $13.5 million in noncancelable purchase orders for inventory and other operating expenses as of December 31, 2023. We anticipate the source of funds
to meet these obligations to be existing cash and future product sales.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with
accounting principles generally accepted in the United States of America. Certain accounting policies and estimates are particularly important to the understanding of our
financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to
period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, management
uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our
future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and
information available from other outside sources, as appropriate.
Contract Fulfillment Assets and Amortization
The Company determined that the NRE technical approval costs and the NRE field test costs are contract fulfillment costs and recognizes the associated NRE asset as these
costs are incurred. The Company tracks the NRE assets by product and customer, then amortizes the NRE assets to Cost of Revenues over a period of four years, which is
management’s estimated average product life for each model phone, starting from the date of the first significant sales.
Recently Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires
measurement and recognition of expected credit losses for financial assets held. This guidance is effective for interim and annual periods beginning after December 15, 2022.
The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements and resulted in additional disclosures only.
Item 7A. Quantitative and Qualitative Item Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of Sonim Technologies, Inc., and the independent registered public accounting firm’s report are incorporated by reference from
Part IV, Item 15(1) and (2):
Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Campbell, California, PCAOB ID: 659)
Consolidated Balance Sheets – At December 31, 2023 and 2022
Consolidated Statements of Operations – Years Ended December 31, 2023 and 2022
Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows – Years Ended December 31, 2023 and 2022
Notes to the Consolidated Financial Statements
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, prior to filing this Annual Report on Form 10-K. Based on this evaluation, our principal
executive officer and principal financial officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures
were effective at the reasonable assurance level.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only
reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will
succeed in achieving its stated goals in all future circumstances. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance
that the objectives of our disclosure control system are met.
50
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange
Act. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria established in “Internal Control
—Integrated Framework” (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on that assessment, our management
has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.
Remediation of Previously Identified Material Weaknesses in Internal Control
For the year ended December 31, 2022, we identified a material weakness in our internal controls over financial reporting related to the design and implementation of our IT
general controls including a failure to document reviews of changes to user roles in our financial reporting systems and subsystems. During 2023, we fully implemented
additional control procedures over changes to user roles in our financial reporting systems and subsystems and have operated effectively for a sufficient period of time to
conclude that the previously identified material weakness has been remediated.
Attestation Report of Registered Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established
for “emerging growth companies” under the Jumpstart Our Business Startups (JOBS) Act.
Changes in Internal Control Over Financial Reporting
Except as otherwise disclosed, there was no change in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
51
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers, and directors. The Code of Conduct is
available on our website at www.sonimtech.com. The Nominating and Corporate Governance Committee of our Board of Directors will be responsible for overseeing the Code
of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers, and directors. We expect that any amendments to the Code of Conduct, or
any waivers of its requirements, will be disclosed on our website.
The additional information required by this Item 10 will either be (i) included in an amendment to this Annual Report on Form 10-K, or (ii) incorporated by reference from our
definitive proxy statement to be filed not later than 120 days after the end of our 2023 fiscal year.
Item 11. Executive Compensation.
The information required by this Item 11 will either be (i) included in an amendment to this Annual Report on Form 10-K, or (ii) incorporated by reference from our definitive
proxy statement for the 2024 annual meeting of stockholders, in either case to be filed not later than 120 days after the end of our 2023 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will either be (i) included in an amendment to this Annual Report on Form 10-K, or (ii) incorporated by reference from our definitive
proxy statement for the 2024 annual meeting of stockholders, in either case to be filed not later than 120 days after the end of our 2023 fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will either be (i) included in an amendment to this Annual Report on Form 10-K, or (ii) incorporated by reference from our definitive
proxy statement for the 2024 annual meeting of stockholders, in either case to be filed not later than 120 days after the end of our 2023 fiscal year.
Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 will either be (i) included in an amendment to this Annual Report on Form 10-K, or (ii) incorporated by reference from our definitive
proxy statement for the 2024 annual meeting of stockholders, in either case to be filed not later than 120 days after the end of our 2023 fiscal year.
52
PART IV
Item 15. Exhibit and Financial Statement Schedules.
The following documents are filed as part of this report:
1. Financial Statements. The following - consolidated financial statements and related documents are filed as part of this report:
Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – At December 31, 2023 and 2022
Consolidated Statements of Operations – Years Ended December 31, 2023 and 2022
Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows – Years Ended December 31, 2023 and 2022
Notes to the Consolidated Financial Statements
Page
F-1
F-2
F-3
F-4
F-5
F-6 to F-27
2. Financial Statement Schedules. Schedules are omitted because they are not required or applicable, or the required information is included in the Financial Statements
or related notes.
3. Exhibits. The Exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report.
53
Exhibit Index
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Incorporation by Reference
3.1
3.2
3.3
4.1
4.2
Amended and Restated Certificate of Incorporation of the Registrant
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation
Amended and Restated Bylaws of the Registrant
Form of Common Stock Certificate of the Registrant
Description of the Registrant’s Securities
10.1†
10.2†
10.3†
10.4†
10.5+
2012 Equity Incentive Plan and forms of agreements thereunder
Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended and
restated as of September 28, 2023
2019 Employee Stock Purchase Plan
Form of Indemnification Agreement, by and between the Registrant and
each of its directors and executive officers
Frame Purchase Agreement dated December 18, 2020 by and between
Sonim Technologies, Inc. and Dongguan Unicair Communication
Technology Co. Ltd.
10.6+ Asset Purchase & Employee Transfer Agreement dated December 22,
2020 by and among Sonim Technologies (India) Private Limited and
Coforge Ltd.
8-K
8-K
8-K
S-1/A
10-K
S-1
8-K
S-1/A
S-1
8-K
8-K
001-38907
001-38907
001-38907
333-230887
001-38907
333-230887
001-38907
333-230887
333-230887
001-38907
001-38907
10.7+ ODM Services Agreement dated February 26, 2021 by and among Sonim
8-K
001-38907
Technologies, Inc. and FIH (Hong Kong) Limited
10.8†* Non-Employee Director Compensation Policy dated as of January 1,
10.9+
2024
Subscription Agreement, dated as of April 13, 2022, by and between
Sonim Technologies, Inc. and AJP Holding Company, LLC
10.10† Retention and Separation Agreement, dated as of April 13, 2022, by and
between Sonim Technologies, Inc. and Robert Tirva
10.11† Release Agreement dated as of July 13, 2022, by and between Sonim
Technologies, Inc. and Robert Tirva
10.12†+ Amended and restated letter agreement, dated as of December 8, 2023, by
and between Sonim Technologies, Inc. and Clay Crolius
10.13 Registration Rights Agreement, dated as of July 13, 2022, by and
between Sonim Technologies, Inc. and AJP Holding Company, LLC
10.14†+ Amended and restated letter agreement, dated as of December 8, 2023, by
and between Sonim Technologies, Inc. and Hao (Peter) Liu
10.15† Employment Agreement, dated as of August 23, 2022, by and between
Sonim Technologies, Inc. and Charles Becher
8-K
10-K
8-K
8-K
8-K
8-K
001-38907
001-38907
001-38907
001-38907
001-38907
001-38907
10-K/A
001-38907
10.16† Consulting Agreement by and between the Company and Alan Howe
8-K
001-38907
dated as of August 8, 2023
54
3.1
3.1
3.1
4.1
4.4
10.1
10.1
10.3
10.4
10.1
10.1
10.1
10.1
10.16
10.3
10.2
10.5
10.1
10.19
10.1
May 17, 2019
September 15, 2021
November 8, 2021
April 29, 2019
March 27, 2020
April 15, 2019
September 28, 2023
April 29, 2019
April 15, 2019
December 18, 2020
December 29, 2020
March 4, 2021
April 14, 2022
May 2, 2022
July 13, 2022
December 11, 2023
July 13, 2022
December 11, 2023
May 1, 2023
August 9, 2023
21.1
23.1*
31.1*
Subsidiaries of the Registrant
10-K
001-38907
21.1
March 20, 2023
Consent of Independent Registered Public Accounting Firm
Certification of Principal Executive Officer pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Sonim Technologies, Inc. Clawback Policy for Incentive-based
Compensation effective as of October 2, 2023
Inline XBRL Instance Document (the instance document does not appear
in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document)
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as inline XBRL and
97.1*
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
Contained in Exhibit 101)
*
**
†
+
Filed herewith
Furnished herewith
Indicates a management contract or compensatory plan or arrangement
Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K
Item 16. Form 10-K Summary
None
55
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date March 27, 2024
Sonim Technologies, Inc.
By:
/s/ Clay Crolius
Clay Crolius
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.
Signature
/s/ Hao Liu
Hao (Peter) Liu
/s/ Clay Crolius
Clay Crolius
/s/ Mike Mulica
Mike Mulica
/s/ Jeffrey Wang
Jeffrey Wang
/s/ Jack Steenstra
Jack Steenstra
/s/ James Cassano
James Cassano
Title
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman of the Board and Director
Director
Director
Director
56
Date
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Sonim Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sonim Technologies, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated
statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and
2022, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Moss Adams LLP
Campbell, California
March 27, 2024
We have served as the Company’s auditor since 2013
F-1
SONIM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 and 2022
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
December 31,
2023
December 31,
2022
Assets
Cash and cash equivalents
Accounts receivable, net
Non-trade receivable
Inventory
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Right-of-use assets
Contract fulfillment assets
Other assets
Total assets
Liabilities and stockholders’ equity
Current portion of long-term debt
Accounts payable
Accrued liabilities
Current portion of lease liability
Deferred revenue
Total current liabilities
Income tax payable
Accrued severance
Total liabilities
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $0.001 par value per share; 100,000,000 shares authorized: and 43,081,083 and
40,774,687 shares issued and outstanding at December 31, 2023 and 2022, respectively
Preferred stock, $0.001 par value per share, 5,000,000 shares authorized: and no shares issued and
outstanding at December 31, 2023 and 2022, respectively
Additional paid-in capital
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
9,397
25,304
961
6,517
1,608
43,787
71
55
9,232
2,898
56,043
—
19,847
12,233
55
12
32,147
1,528
—
33,675
43
—
272,285
(249,960)
22,368
56,043
$
$
$
$
13,213
22,433
2,269
3,910
1,807
43,632
168
66
6,848
2,972
53,686
147
21,126
10,692
66
31
32,062
1,429
150
33,641
41
—
269,874
(249,870)
20,045
53,686
The accompanying notes are an integral part of these consolidated financial statements.
F-2
SONIM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2023 and 2022
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
2023
2022
$
$
$
$
93,632
74,308
19,324
1,772
8,768
8,271
18,811
513
(15)
(214)
284
(374)
(90)
(0.00)
$
$
69,828
58,205
11,623
7,973
7,274
10,666
25,913
(14,290)
(97)
484
(13,903)
(184)
(14,087)
(0.49)
Net revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Net income (loss) from operations
Interest expense
Other income (expense), net
Net income (loss) before income taxes
Income tax expense
Net loss
Net loss per share:
Basic and diluted
Weighted-average shares used in computing net loss per share:
Basic and diluted
41,689,386
28,889,111
The accompanying notes are an integral part of these consolidated financial statements.
F-3
SONIM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2023, and 2022
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
Balance at, January 1, 2022
Issuance of common stock, net of issuance costs
Issuance of common stock, compensation
Net settlement of common stock upon release of RSU
Adoption of ASC 842 – leases (See Note 6)
Stock-based compensation
Net loss
Balance at, December 31, 2022
Net settlement of common stock upon release of RSU
Issuance of common stock for payment of services
Issuance of common stock upon exercise of stock options
Stock-based compensation
Net loss
Balance at, December 31, 2023
Common Stock
Amount
Shares
18,808,885
20,878,638
800,622
286,542
—
—
—
40,774,687
619,042
687,354
1,000,000
—
—
43,081,083
$
$
$
Additional
Paid-in
Capital
Accumulated
Deficit
253,416
14,394
513
—
—
1,551
—
269,874
—
497
418
1,496
—
272,285
$
$
$
(234,805)
—
—
—
(978)
—
(14,087)
(249,870)
—
—
—
—
(90)
(249,960)
19
21
1
—
—
—
—
41
—
1
1
—
—
43
$
$
$
Stockholders’
Equity
18,630
14,415
514
—
(978)
1,551
(14,087)
20,045
—
498
419
1,496
(90)
22,368
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-4
SONIM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2023 and 2022
(IN THOUSANDS)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
2023
2022
$
(90)
$
(14,087)
Depreciation and amortization
Stock-based compensation
Loss on disposal of assets
Stock issued for services
Gain on termination of lease
Credit losses
Other
Changes in operating assets and liabilities:
Accounts receivable
Non-trade receivable
Inventory
Prepaid expenses and other current assets
Contract fulfillment assets
Other assets
Accounts payable
Accrued liabilities
Deferred revenue
Income tax payable
Net cash used in operating activities
Cash flows from investing activities:
Purchase of property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of common stock, net of costs
Proceeds from exercise of stock options
Repayment of long-term debt
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
2,206
1,496
—
388
—
159
97
(3,030)
1,308
(2,607)
426
(4,543)
(43)
(1,279)
1,380
(19)
99
(4,052)
(36)
(36)
—
419
(147)
272
(3,816)
13,213
9,397
15
42
$
$
$
2,375
1,551
130
514
(730)
5
(788)
(11,635)
(14)
1,634
4,045
(6,236)
(448)
11,653
(369)
20
20
(12,360)
(8)
(8)
14,415
—
(67)
14,348
1,980
11,233
13,213
97
151
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SONIM TECHNOLOGIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, except Share and Per Share Amounts)
NOTE 1—The Company and its significant accounting policies
Description of Business—Sonim Technologies, Inc. was incorporated in the state of Delaware on August 5, 1999, and is headquartered in San Diego, California. The Company
is a leading provider of rugged and consumer durable mobile devices designed to provide extra protection for users who demand more durability in their work and everyday
lives. Historically, the Company has focused on handsets and accessories in the enterprise and government sectors. However, the Company has increased its product portfolio to
include connected devices including mobile hotspots that connect to the internet. In 2023, the Company has received five product awards from carriers in the U.S., Canada, and
Australia, for two models of mobile hotspots that will launch in 2024. The Company has also expanded its portfolio of rugged phones to include a new semi-rugged smartphone
that will be sold through the carriers to small business who want a more durable product. The Company has received three product awards from carriers for this new
smartphone that will launch in 2024. The Company also received a product award for a consumer durable smartphone that will launch in the second half of 2024. In 2022, the
Company began selling a tablet that was developed using the Company’s ODM model where the Company designs the product specifically for one customer and finds a
manufacturer for that product. The tablet was a high volume and low margin product and generated a significant portion of the Company’s revenue in 2023. Sales of the tablet
ended in October 2023 as the product reach its end of life. The ODM model is not a core business of the Company, and it is normal for ODM model revenue to fluctuate
significantly.
Liquidity and Ability to Continue as a Going Concern—The Company’s consolidated financial statements account for the continuation of its business as a going concern.
The Company is subject to the risks and uncertainties associated with the development and release of new products. The Company’s principal sources of liquidity as of
December 31, 2023, consist of existing cash and cash equivalents totaling $9,397. The Company believes that it can meet its obligations with this cash over the next twelve
months following the filing date of this report.
To provide additional liquidity to allow the Company to accelerate expansion into Europe and other markets, management is currently evaluating various funding alternatives
and may seek to raise additional funds through issuances of equity, mezzanine or debt securities, or through arrangements with strategic or investment partners with greater
sources of financing. The Company’s ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic
conditions, the Company’s performance and investor sentiment with respect to the Company and its industry.
Financial Statement Presentation—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for annual financial information.
Principles of Consolidation—The accompanying consolidated financial statements include the accounts of Sonim Technologies, Inc. and its wholly owned foreign
subsidiaries, Sonim Technologies (INDIA) Private Limited, Sonim Technologies (Shenzhen) Limited, Sonim Technologies Shenzhen Limited Beijing Branch, Sonim
Technologies (Hong Kong) Limited and Sonim Communications India Private Limited (collectively, the “Company”). All significant intercompany transactions and balances
have been eliminated in consolidation.
Reclassifications—Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported
results of operations.
Estimates—The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. These estimates include, but are not limited to, estimates related to revenue recognition; valuation assumptions regarding the
determination of the fair value of common stock, as well as stock options; the useful lives of the Company’s long-lived assets; product warranties; loss contingencies; the
recognition and measurement of income tax assets and liabilities, including uncertain tax positions; the net realizable value of inventory; and allowances for credit losses. The
Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results
could differ from those estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require it
to update its estimates, judgments or revise the carrying value of its assets or liabilities.
F-6
Concentrations of Credit Risk—The Company’s product revenues are concentrated in the technology industry, which is highly competitive and rapidly changing. Significant
technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the
Company’s consolidated operating results.
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are
deposited with high-quality, federally insured commercial banks in the United States and cash balances are in excess of federal insurance limits as of December 31, 2023 and
2022. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. If any of the financial
institutions with whom the Company does business were to be placed into receivership, then the Company may be unable to access the cash that it has on deposit with such
institutions.
The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations
of its customers’ financial condition.
Segment Information—The Company operates in one reporting segment. Operating segments are defined as components of an enterprise about which separate financial
information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance.
The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.
Cash and Cash Equivalents—The Company considers all highly liquid investments with an original maturity from the date of purchase of 90 days or less to be cash
equivalents. As of December 31, 2023, and 2022, cash and cash equivalents consist of cash deposited with banks and money market funds. Included in the Company’s cash and
cash equivalents are amounts held by foreign subsidiaries. The Company had $1,131 and $1,061 of foreign cash and cash equivalents included in the Company’s cash positions
on December 31, 2023 and 2022, respectively.
Accounts Receivable and Allowance for Credit Losses—Accounts receivable consist primarily of amounts due from customers in the course of normal business activities.
Collateral on trade accounts receivable is generally not required. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. This guidance is
effective for interim and annual periods beginning after December 15, 2022. The Company adopted this guidance effective January 1, 2023. The adoption of this
pronouncement did not have a material impact on the Company’s consolidated financial statements and primarily resulted in new disclosures. Under this guidance, the
Company maintains an allowance for credit losses for estimated uncollectible accounts receivable. The allowance is based on the Company’s assessment of the economic health
of its customers and its history of credit losses. Accounts are written off against the allowance account when they are determined to be no longer collectible.
Inventory—The Company reports inventories at the lower of cost or net realizable value. Cost is determined using a first-in, first-out method (“FIFO”) and includes the cost of
inventory, materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price in the ordinary
course of business less reasonably predictable costs of completion, disposal, and transportation.
The Company periodically reviews its inventory for potential slow-moving or obsolete items and writes down specific items to net realizable value, as appropriate. The
Company writes down inventory based on forecasted demand and technological obsolescence. These factors are impacted by market and economic conditions, technology
changes, new product introductions, and changes in strategic direction, and require estimates that may include uncertain elements. Actual demand may differ from forecasted
demand and such differences may have a material effect on recorded inventory values. Any write-down of inventory to the lower of cost or net realizable value creates a new
cost basis that subsequently would not be marked up based on changes in underlying facts and circumstances.
Property and Equipment—Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the
straight-line method over the estimated useful lives of the respective assets, generally 24 to 36 months. Leasehold improvements are amortized over the shorter of estimated
useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated
depreciation and amortization are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.
Leases—The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance
leases and are recorded on the Consolidated Balance Sheets as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term
at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of
use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense
over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use assets and lease liabilities, the Company elects to combine lease and non-
lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes
rent expense on a straight-line basis over the lease term.
Non-recurring Engineering (“NRE”) Tooling and Purchased Software Licenses—Third-party design services relating to the design of tooling materials and purchased
software licenses used in the manufacturing process are capitalized and included in other assets within the consolidated balance sheets. During the years ended December 31,
2023 and 2022, amortization of NRE tooling and NRE software costs approximating $12 and $13 were charged to Cost of Revenues. The related net book value is $110 and
$13, respectively, as of December 31, 2023 and 2022.
F-7
Long-lived Assets—The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. No such impairments have been identified to date.
Revenue Recognition—The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
The Company recognizes revenue primarily from the sale of products, including its mobile phones, tablets, and accessories. The Company also recognizes revenue from other
contractual arrangements that may include a combination of products and NRE services or from the provision of solely NRE services.
Revenue recognition incorporates discounts, price protection and customer incentives. In addition to cooperative marketing and other incentive programs, the Company has
arrangements with some distributors, which allow for price protection and limited rights of return, generally through stock rotation programs. Under the price protection
programs, the Company gives distributors credits for the difference between the original price paid and the Company’s then current price. Under the stock rotation programs,
certain distributors are able to exchange certain products based on the number of qualified purchases made during the period.
The Company’s handsets typically require a technical approval process. This process entails design and configuration activities required to conform the Company’s devices to a
wireless carrier customer’s specific network requirements. Each wireless carrier defines its own specific functional requirements and certification process in order for the
product to be ready for manufacture. While the technical approval process does involve some level of customization, in addition to design and configuration, the Company does
not charge separately and is not reimbursed for these activities to the extent that they do not involve significant customization and does not incur these costs in advance of
entering into binding agreements with its wireless carrier customers. Such technical approval is obtained prior to shipment. Revenue is recognized when control of promised
goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To
determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance
obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when
(or as) the entity satisfies a performance obligation.
Cost of Revenues—Cost of revenues includes direct and indirect costs associated with the manufacture of the Company’s products as well as with the performance of NRE
services in connection with significant design modification and customization. Direct costs include the cost of inventory, shipping, royalties, warranty accruals, depreciation
and amortization, supply chain costs, and logistic costs.
Advertising—The Company expenses the costs of advertising, including promotional expenses, as incurred. For the years ended December 31, 2023 and 2022 the Company
had no advertising expenses.
Shipping and Handling Costs—When the Company bills customers for shipping and handling it includes such amounts as part of revenue. Costs incurred for shipping and
handling are recorded in cost of revenues.
Deferred Revenues—Deferred revenues represent the amount that is allocated to undelivered elements in multiple element arrangements. The Company limits the revenue
recognized to the amount that is not contingent on the future delivery of products or services or meeting other specified performance conditions.
Research and Development—Research and development expenses consist of compensation costs, employee benefits, development fees paid to ODM partners, research
supplies, allocated facility related expenses and allocated depreciation and amortization. Research and development expenses include costs incurred for the design and
configuration activities of new products to conform to the specific functional requirements of the Company’s wireless carrier customers necessary to prepare the product for
manufacture. The Company determined that the NRE technical approval costs and the NRE field test costs are contract fulfillment costs and recognizes the associated NRE
asset as these costs are incurred. The Company tracks the NRE assets by product and customer, then amortizes the NRE assets to Cost of Revenues over a period of four years,
which is management’s estimated average product life for each model phone, starting from the date of the first significant sales.
F-8
Stock-Based Compensation—The Company measures equity classified stock-based awards granted to employees, consultants, and directors based on the estimated fair value
on the date of grant and recognizes compensation expense of those awards, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally
the vesting period of the respective award. For awards subject to performance conditions, the Company evaluates the probability of achieving each performance condition at
each reporting date and begins to recognize expense over the requisite service period when it is deemed probable that a performance condition will be met using the accelerated
attribution method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, which is described more fully in
Note 10. The fair value of each restricted stock award is measured as the fair value per share of the Company’s common stock on the date of grant.
Warranty—The Company provides standard warranty coverage on its accessories and handsets for one and three years, respectively, providing labor and parts necessary to
repair the systems during the warranty period. The warranty coverage is an assurance type warranty, and thus is not a separate performance obligation. The Company accounts
for the estimated warranty cost as a charge to cost of revenues when revenue is recognized. The estimated warranty cost is based on historical product performance and field
expenses.
Utilizing actual service records, the Company calculates the average service hours and parts expense per system to determine the estimated warranty charge. The Company
updates these estimated charges periodically. The actual product performance and/or field expense profiles may differ, and in those cases the Company adjusts warranty
accruals accordingly.
From time to time, the Company ships mobile devices to its customers as seed stock. The seed stock represents extra units of mobile devices beyond the original mobile devices
ordered by the customer and are primarily used to facilitate warranty coverage of mobile devices received by the Company’s customers from their direct customers.
The warranty liability account balance is based on management’s estimates of the lifetime return rate for each model and the cost to repair each returned model. These
assumptions are based on historical rates for similar products and on actual return rates. If the estimated cost to repair each unit increased by 10%, then the warranty liability
balance would be $52 higher at December 31, 2023. If the lifetime return rate was increased by 10%, then the warranty liability balance would be $52 higher at December 31,
2023. The cost of revenue for the year ended December 31, 2023 would increase by the same amount as an increase in the warranty liability. Decreases to these rates of 10%
will reduce the warranty liability by the same amount.
Comprehensive Income or Loss—The Company had no items of comprehensive income or loss other than net loss for the years ended December 31, 2023 and 2022.
Therefore, a separate statement of comprehensive loss has not been included in the accompanying consolidated financial statements.
Foreign currency translation—The Company uses the U.S. dollar as its functional currency for its significant subsidiaries. Foreign currency assets and liabilities are
translated into U.S. dollars at the end-of-period exchange rates except for property and equipment, and related depreciation and amortization, which are translated at the
historical exchange rates. Expenses are translated at average exchange rates in effect during each period. Foreign assets held directly by the Company include certain accounts
receivable balances and bank accounts which are translated in the U.S. dollar at the end-of-period exchange rates. During the years ended December 31, 2023 and 2022, the
Company had approximately $235 and $102, respectively, in net foreign currency transactions losses, which are included in Other Expense, Net, on the Consolidated
Statements of Operations.
Sales taxes—Sales and value added taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and not included in revenue.
Income taxes—The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards.
Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to
be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that
are located in several countries. The Company’s determinations include many decisions based on management’s knowledge of the underlying assets of the business, the legal
ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company’s tax liabilities involves dealing with
uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities
regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax
jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax
position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 11.
Net Loss per Share—Net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. For
the years ended December 31, 2023 and 2022, for purposes of the calculation of diluted net loss per share, warrants to purchase stock, unvested restricted stock units and stock
options to purchase common stock are considered potentially dilutive securities but have been excluded from the calculation of diluted net loss per share as their effect is
antidilutive. As a result, diluted net loss per share is the same as the basic net loss per share for the periods presented.
F-9
New accounting pronouncements—The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or
revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of
securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth
company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out
is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards
used.
Pronouncements not yet adopted:
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU was issued to improve
reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance applies to all public entities that are
required to report segment information in accordance with Topic 280, Segment Reporting. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and
interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance should be applied retrospectively. ASU 2023-07 will be
effective for the Company for the annual period of its fiscal year ending December 31, 2024. The Company does not anticipate the adoption of this guidance will have a
material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU was issued to address investor requests for
more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information,
and to improve the effectiveness of income tax disclosures. This guidance is effective for public entities for annual periods beginning after December 15, 2024. Early adoption
is permitted. ASU 2023-09 will be effective for the Company in the first quarter of its fiscal year ending December 31, 2025. The Company is currently evaluating the impact
the adoption of this guidance will have on its consolidated financial statements.
NOTE 2—Revenue recognition
The Company recognizes revenue primarily from the sale of products, including mobile phones, scanners, and accessories, and the majority of the Company’s contracts include
only one performance obligation, namely the delivery of product. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is
defined as the unit of account for revenue recognition under ASC 606. The Company also recognizes revenue from other contracts that may include a combination of products
and NRE services or from the provision of solely NRE services. Where there is a combination of products and NRE services, the Company accounts for the promises as
individual performance obligations if they are concluded as distinct. Performance obligations are considered distinct if they are both capable of being distinct and distinct
within the context of the contract. In determining whether performance obligations meet the criteria for being distinct, the Company considers a number of factors, such as the
degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the
contract. During the years ended December 31, 2023 and 2022, the Company did not have any contracts in which the products and NRE services were concluded to be a single
performance obligation. In certain cases, the Company may offer tiered pricing based on volumes purchased for specific model phones. To date, all tiered pricing provisions
have fallen into observable ranges of pricing to existing customers, thus, not resulting in any material right which could be concluded as its own performance obligation. In
addition, the Company does not offer material post-contract support services to its customers.
F-10
Net revenue for an individual contract is recognized at the related transaction price, which is the amount the Company expects to be entitled to in exchange for transferring the
goods and/or services. The transaction price for product sales is calculated as the product selling price net of variable consideration which may include estimates for marketing
development funds, sales incentives, and price protection and stock rotation rights. The Company generally does not offer a right of return to its customers, except for certain
distributors where the company estimates future returns and reduces revenue on sales subject to return and maintains a reserve for returns allowance. Typically, variable
consideration does not need to be constrained as estimates are based on specific contract terms. However, the Company continues to assess variable consideration estimates
such that it is probable that a significant reversal of revenue will not occur. The transaction price for a contract with multiple performance obligations is allocated to the separate
performance obligations on a relative standalone selling price basis. Standalone selling prices for products are determined based on the prices charged to customers, which are
directly observable. The standalone selling price of the professional services are mostly based on time and materials. The Company determines its estimates of variable
consideration based on historical collection experience with similar payor classes, aged accounts receivable by payor class, terms of payment agreements, correspondence from
payors related to revenue audits or reviews, its historical settlement activity of audited and reviewed claims and current economic conditions using the portfolio approach.
Revenue is recognized only to the extent that it is probable that a significant reversal of the cumulative amount recognized will not occur in future periods.
Revenue is then recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware is recognized at the time control
of the product transfers to the customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of
ownership of products or services are transferred to its customers. For most of the Company’s revenue attributable to hardware, control transfers when products are shipped.
Revenue attributable to professional services is recognized as the Company performs the professional services for the customer.
Disaggregation of net revenues
The following table presents net revenues disaggregate by product category:
Smartphones
Feature Phones
Tablets
Accessories/Other
Total Net Revenues
Shipping and handling costs
Year Ended December 31,
2023
2022
31,410
15,765
44,818
1,639
93,632
$
$
17,763
21,252
29,475
1,338
69,828
$
$
The Company has elected to account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.
Contract costs
Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred when the amortization period of the assets
that otherwise would have been recognized is one year or less. These costs are included in sales and marketing and general and administrative expenses.
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 non-recurring engineering costs and amortizes such costs over the estimated period of time over which
they are expected to be recovered, which is typically four years, the estimated life of a particular model phone.
The total capitalized costs to fulfill a contract are primarily associated with the Company’s introduction of the XP10, XP5plus, and XP3plus model phones. As of December 31,
2023 and 2022, the total costs to fulfill a contract included in Contract Fulfillment Assets were $9,232 and $6,848, respectively.
F-11
Contract balances
The Company records accounts receivable when it has an unconditional right to consideration. As of December 31, 2023, and 2022, the Company does not have a contract
receivable balance. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and
deferred revenue, where the Company has unsatisfied performance obligations. Contract liabilities are presented as a component of Deferred Revenue on the Consolidated
Balance Sheets. As of December 31, 2023 and December 31, 2022, the contract liabilities were $12 and $31, respectively, with the contract liabilities as of December 31, 2023,
expected to be recognized into revenue in 2024.
The following table is a roll forward of contract liabilities:
Beginning Balance, January 1
Recognition of revenue
Addition of revenue
Ending Balance, December 31
NOTE 3—Fair value measurement
$
$
2023
2022
31 $
(490)
473
12 $
11
(1,001)
1,021
31
The fair value measurements standard establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the standard are described below:
Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2—Inputs to the valuation methodology include:
● Quoted market prices for similar assets or liabilities in active markets;
● Quoted prices for identical or similar assets or liabilities in inactive markets;
● Inputs other than quoted prices that are observable for the asset or liability;
● Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used for
the years ended December 31, 2023 and 2022.
Money market funds are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the
Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair
value of certain financial instruments could result in a different fair value measurement at the reporting date.
F-12
The following tables sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value:
Assets:
Money market funds *
Assets:
Money market funds *
Level 1
Level 2
Level 3
Total
December 31, 2023
$
$
102
$
—
$
—
$
102
Level 1
Level 2
Level 3
Total
December 31, 2022
1,501
$
—
$
—
$
1,501
*
Included in cash and cash equivalents on the consolidated balance sheets.
NOTE 4—Significant Balance Sheet Components
Inventory consisted of the following:
Devices—for resale
Raw materials
Accessories
December 31,
2023
2022
$
$
5,324 $
751
442
6,517 $
3,473
14
423
3,910
The Company purchases raw materials in bulk to obtain a lower price. The raw materials are resold to third-party manufacturers at the Company’s cost.
Distributor returns allowance
The Company records reductions to revenue related to future distributor product returns based on the Company’s expectation. The Company had inventory related to distributor
product returns totaling approximately $4 and $4, respectively, as of December 31, 2023 and 2022.
Prepaid expenses and other current assets consisted of the following:
Deposits for manufacturing inventory
Prepaid taxes
Refundable value added taxes
Prepaid licenses and royalties
Director and officer insurance
Prepaid parts (direct buy)
Prepaid consulting services
Other
December 31,
2023
2022
197 $
361
—
125
272
77
110
466
1,608 $
—
433
45
366
250
193
—
520
1,807
$
$
F-13
Property and equipment consisted of the following:
Computer equipment
Software
Furniture, fixtures, and office equipment
Less: accumulated depreciation and amortization
December 31,
2023
2022
156 $
27
353
536
(465)
71 $
412
—
175
587
(419)
168
$
$
Depreciation and amortization expense of property and equipment for the years ended December 31, 2023 and 2022, was $47 and $244, respectively. During 2022, the
Company retired or disposed of computer equipment, software, and leasehold improvements with a cost of $4,751 and accumulated depreciation of $4,621 as the Company
stopped manufacturing in 2022 and two U.S. leases were terminated. The Company recorded a loss on the disposal of assets of $130 on these disposals that is included in Other
Expense, Net, in the Consolidated Statements of Operations.
Contract fulfillment assets are capitalized costs to test and obtain certification for cell phones and data devices with specific carriers. These costs are amortized over the
estimated life of the device, which is four years. Contract fulfillment assets for the years ended December 31, 2023 and 2022 are $9,232 and $6,848 respectively. Amortization
of contract fulfillment assets for the years ended December 31, 2023 and 2022 was $2,159 and $1,733, respectively.
Other assets consisted of the following:
Advances to third-party manufacturer
Director and officer insurance
Deposits
Other
Accrued liabilities consisted of the following:
Customer allowances
Employee-related liabilities
Warranties
Accrual for goods received not invoiced
Contractual obligations
Royalties
Contract fulfillment costs
Credits due to customers
Returns allowance
Legal
Other
F-14
December 31,
2023
2022
2,000 $
408
325
165
2,898 $
December 31,
2023
2022
8,148 $
1,755
518
325
59
327
568
122
6
168
237
12,233 $
2,000
525
311
136
2,972
4,130
1,365
636
301
1,107
256
1,469
961
6
296
165
10,692
$
$
$
$
The table below sets forth the activity in the warranty liability, which is included in Accrued Liabilities on the Consolidated Balance Sheets:
Beginning Balance, January 1
Additions
Cost of warranty claims
Ending Balance, December 31
NOTE 5—Accounts Receivable
The following table presents the components of the Company’s receivables:
Trade receivables
Allowance for credit losses
Accounts receivable, net
Non-trade receivables
Total accounts receivable
$
$
$
$
2023
2022
636 $
1,057
(1,175)
518 $
December 31,
2023
2022
25,576 $
(272)
25,304
961
26,265 $
836
1,493
(1,693)
636
22,546
(113)
22,433
2,269
24,702
As of January 1, 2022, accounts receivable, net, was $10,803 and non-trade receivables was $2,255.
The Company has non-trade receivables from manufacturing vendors resulting from the sale of components to the vendors who manufacture and assemble final products for the
Company.
During 2023, the Company implemented ASC 326 and accrued an allowance for credit losses. The Company determined the probability of default for each pool of receivables
with similar risk characteristics. The probability of loss was applied to the value of the receivables and an allowance for potential credit losses was recorded with the offset to
credit loss expense.
The following table displays the roll forward of the allowance for credit losses on the Company’s trade receivables during the year ended December 31, 2023:
Beginning Balance, January 1, 2023
Provision for credit losses
Ending Balance, December 31, 2023
$
$
113
159
272
Trade receivables from the customer that purchases tablets from the Company accounts for 69% and 84%, respectively, of accounts receivable, net, at December 31, 2023 and
2022. One additional customer accounted for 15% of accounts receivable, net, at December 31, 2023. In October 2023, the Company stopped sales of the tablets to this
customer as the product reached the end of its life cycle. The tablet customer had a receivable due to the Company of $17,443 at December 31, 2023. In February 2024, an
agreement was executed that transferred $11,308 of the receivables to the manufacturer of the tablets in exchange for relieving the Company of a $11,308 accounts payable
liability. See Note 15.
F-15
NOTE 6—Leases
All of the Company’s leases are for office space. The Company entered into a sublease for a right of use asset in September 2021 that had sublease income that was
significantly less than the head lease payments. On August 31, 2022, the Company entered into an agreement with the landlord to cancel the head lease for $260 in
consideration paid by the Company to the landlord. On August 31, 2022, the Company derecognized the remaining lease liability and ROU asset. This resulted in a $730 gain
on the termination of the lease. The sublease was terminated when the head lease was terminated.
The following table shows the activity of the ROU assets:
Beginning Balance, January 1
Adoption of ASC 842
Derecognition of deferred rent liability
Impairment of ROU asset
Derecognition on cancelation of lease
Additions
Amortization
Ending Balance, December 31
The following table shows the activity of the lease liability:
Beginning Balance, January 1
Adoption of ASC 842
Derecognition on cancelation of lease
Additions
Principal payments
Ending Balance, December 31
Less short-term portion
Long-term lease liability
December 31,
2023
2022
66 $
—
—
—
—
255
(266)
55 $
December 31,
2023
2022
66 $
—
—
255
(266)
55
55
— $
—
1,805
(142)
(978)
(221)
—
(398)
66
—
1,805
(1,211)
—
(528)
66
66
—
$
$
$
$
Future minimum lease payments under noncancelable operating lease commitments were as follows as of December 31, 2023:
2024
Total undiscounted minimum lease commitments
Effect of discounting
Lease liabilities at December 31, 2023
$
$
$
56
56
(1)
55
F-16
In connection with leases, for the year ended December 31, 2023 and 2022, the Company recognized $266 and $398, respectively, of rent expense. Variable lease payments,
including reimbursements to the landlord for property taxes and operating expenses, of approximately $143 and short-term rent payments of $11 were included in rent expense
for the year ended December 31, 2022, and were offset by $80 in sublease income. The Company does not have any lease extension or termination options on any lease. There
are no residual value guarantees in any lease. The weighted average remaining lease term of the operating leases is approximately 0.2 years for the years ended December 31,
2023 and 2022. The weighted average of the discount rate for each lease as of December 31, 2023 and 2022 is 8.5%.
NOTE 7—Borrowings
Long-Term Debt
Promissory Notes Payable—In 2014 and 2017, the Company entered into agreements with one of its vendors, whereby certain of its trade payables for royalties and royalty
up-front payments were converted to payment plans. In December 2018, the Company amended its accounts payable financing agreements, effective January 1, 2019, which
provides for the $736 then-outstanding balance to be paid in twenty equal quarterly installments. The amounts due under these agreements were paid in quarterly installments
over periods from two to four years, with interest ranging up to 8%. The entire balance was short term as of December 31, 2022 and was paid in full during the year ended
December 31, 2023.
The components of the long-term debt balance were as follows as of December 31:
Promissory note payable
Less current portion
Total long-term debt
NOTE 8—Convertible Preferred Stock and Stockholders’ Equity
$
$
2023
2022
— $
—
— $
147
(147)
—
On November 2, 2018, the Company amended and restated its previous certificate of incorporation and adjusted its authorized capital stock (par value of $0.001) to consist of
100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Each outstanding share of common stock entitles the holder to one vote on each matter properly
submitted to the stockholders of the Company for vote. As of December 31, 2023, no shares of preferred stock have been issued.
The following table shows shares of common stock reserved as of:
Shares subject to options to purchase common stock
Unvested restricted stock units
Shares subject to warrants to purchase common stock
Total
NOTE 9—Stockholders’ Equity
December 31,
2023
2022
5,146,382
681,846
2
5,828,230
4,476,215
860,888
2
5,337,105
On April 13, 2022, the Company entered into a subscription agreement (the “Subscription Agreement”) with AJP Holding Company, LLC (“AJP”) whereby, subject to the terms
thereof, AJP agreed to purchase from the Company an aggregate of 20,833,333 shares of the Company’s common stock (the “Purchased Shares”) for a purchase price of $0.84
per share, for an aggregate purchase price of $17,500.
F-17
Pursuant to the terms and conditions set forth in the Subscription Agreement, the Purchased Shares were issued in two tranches: (i) 14,880,952 shares of the Company’s
common stock (the “Initial Shares”) was issued in consideration for an aggregate purchase price of $12,500 (“First Closing”) and (ii) 5,952,381 shares will be issued for an
aggregate purchase of $5,000.
The first closing was completed on July 13, 2022, and the second closing was completed on August 8, 2022.
In connection with the closings, the Company incurred approximately $3,130 of expenses which was offset against the proceeds in the third quarter of 2022.
Upon completion of the transaction, AJP controlled approximately 52% of Sonim’s post-transaction outstanding common stock. As of December 31, 2023, AJP controlled
approximately 47% of Sonim’s outstanding common stock. The agreement with AJP also included a transition of the management team and the Company’s Executive Vice
President for Global Operations and Engineering, who was appointed as Chief Executive Officer, effective April 14, 2022. The CEO is affiliated with the investment group at
AJP. The Company continued to use the historical basis of assets and liabilities following the transaction.
On July 13, 2022, Robert Tirva, the CFO and President of the Company, resigned and became eligible for $1,000 in severance payments over 20 months, plus certain health
insurance benefits, if he meets certain requirements. The severance costs were charged to expense as of the severance date. On July 13, 2022, approximately $1,200 in
severance costs that were triggered by the AJP transaction were included in accrued expenses. On July 13, 2022, the Company appointed Clay Crolius as Chief Financial
Officer.
On July 13, 2022, two of the Company’s Board Members resigned and the remaining Board of Directors appointed three new Board Members, including a representative of
AJP. On July 14, 2022, the Board of Directors appointed two additional Board Members including Peter Liu, the Company’s Chief Executive Officer.
On September 23, 2021, the company entered into a Sales Agreement with the Sales Agent, to sell shares of its common stock, $0.001 par value per share, having an aggregate
offering price of up to $41,637 from time to time, through a new at-the-market program (“ATM Program”). Under the terms of the Sales Agreement, the Company will pay the
Sales Agent a commission equal to 3.0% of the gross proceeds from each sale of common stock sold through it under the Sales Agreement. From January 1, 2022, through
January 4, 2022, the Company issued and sold an aggregate of 45,305 shares of its common stock at an average price per share of $0.99 under the ATM Program for net
proceeds of approximately $45.
F-18
NOTE 10—Stock-based Compensation
As of December 31, 2023, the Company had the 2012 Equity Incentive Plan (the “2012 Option Plan”), 2019 Equity Incentive Plan (the “2019 Option Plan”) and the 2019
Employee Stock Purchase Plan (“ESPP”) in place.
The 2019 Option Plan provides for the grant of incentive and non-statutory stock options (“Options”), stock appreciation rights (“SAR”), restricted stock awards (“RSA”), and
restricted stock unit awards (“RSU”) to employees, nonemployee directors, and consultants of the Company. Option awards granted under the 2019 Option Plan generally
become exercisable ratably over a two-year or four-year period following the date of grant and expire ten years from the date of grant. At the discretion of the Board of
Directors, certain awards may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested
shares at their original exercise price in the event of an employee’s termination prior to full vesting. All other awards are exercisable only to the extent vested. At December 31,
2023 and 2022, there were no shares that had been early exercised that were subject to the Company’s repurchase right at that date. The exercise price or strike price for
Options and SARs granted under the 2019 Option Plan must generally be at least equal to 100% of the fair value of the Company’s common stock at the date of grant, as
determined by the Board of Directors. The exercise price of incentive stock options granted under the 2019 Option Plan to ten percent or greater stockholders must be at least
equal to 110% of the fair value of the Company’s common stock at the date of grant, as determined by the Board of Directors, and are not exercisable after five years from the
date of grant.
The Board of Directors adopted, and its stockholders approved, the ESPP and the 2019 Option Plan in March 2019 and April 2019, respectively, each of which became
effective in connection with the IPO. As of December 31, 2023, there were 158,337 shares of common stock available to be issued under the ESPP. The number of shares of
common stock reserved for issuance under the ESPP automatically increases on January 1 of each calendar year for 10 years, starting January 1, 2020, and ending on, and
including, January 1, 2029, in an amount equal to the lesser of 1% of the total number of shares of capital stock outstanding on December 31st of the prior calendar year, and
(ii) 50,000 shares, unless the Board of Directors or the compensation committee of the Board of Directors determines prior to such date that there will be a lesser increase, or no
increase. The increase under the ESPP for both 2023 and 2022 was 50,000 shares. During 2022 and 2023, there were no purchases under the ESPP.
As of December 31, 2023, there were 1,843,128 shares of common stock available to be issued under the 2019 Option Plan, plus the number of shares subject to outstanding
stock options or other stock awards that were granted under the 2012 Option Plan that are forfeited, terminated, expired or are otherwise not issued. Additionally, the number of
shares of common stock reserved for issuance under the 2019 Option Plan automatically increases on January 1 of each calendar year for 10 years, starting January 1, 2020 and
ending on and including January 1, 2029, in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31st of the prior calendar year,
unless the Board of Directors or compensation committee determines prior to the date of increase that there will be a lesser increase, or no increase. The automatic increase
under the 2019 Option Plan for the years ended December 31, 2023 and 2022 was 2,038,734 shares and 940,444 shares, respectively. In July 2022, the Board of Directors
approved an increase in the number of shares of common stock reserved for future issuance under the 2019 Option Plan by 5,000,000 shares, which was approved by the
Company’s stockholders on October 26, 2022. In August 2023, the Board of Directors approved an increase in the number of shares of common stock reserved for future
issuance under the 2019 Option Plan by 2,000,000 shares, which was approved by the Company’s stockholders on September 28, 2023.
For the years ended December 31, 2023 and 2022, zero shares of common stock were issued under the 2019 Employee Stock Purchase Plan.
F-19
Stock-based compensation expense is as follows:
Research and development
Sales and marketing
General and administrative
Cost of revenues
For the Year Ended
December 31,
2023
2022
$
$
84 $
377
934
101
1,496 $
18
68
1,426
39
1,551
On January 27, 2022, 415,023 shares of common stock were issued under the 2019 Option Plan as payment to three executives for bonuses that relate to the 2021 year. The
dollar value of these bonuses was fixed at $254 as of December 31, 2021, and the number of shares issued on January 27, 2022 was determined based on the closing stock price
on that date.
In the third quarter of 2022, 385,599 shares of common stock were issued under the 2019 Option Plan as payment to consultants for consulting fees. The value of these shares
was $260 at the time of issuance and $260 was recorded as General and Administrative expenses in the Consolidated Statements of Operations for the year ended December 31,
2022.
During the year ended December 31, 2023, 457,354 shares of common stock were issued under the 2019 Option Plan as payment to consultants for consulting fees and 230,000
shares of common stock were issued outside of the Company’s stock plans as payment to consultants for consulting fees. The aggregate value of shares issued to consultants for
consulting fees during the year ended December 31, 2023 was $498 at the time of issuance, $388 of which is included in General and Administrative expenses in the
Consolidated Statements of Operations for the year ended December 31, 2023, and $110 of which is included in Prepaid Expenses and Other Current Assets in the Consolidated
Balance Sheets as of December 31, 2023.
Stock Options:
Stock option activity for the years ended December 31, 2023 and 2022 is as follows:
Outstanding at January 1, 2022
Options granted
Options exercised
Options forfeited
Options cancelled
Outstanding at December 31, 2022
Options granted
Options exercised
Options forfeited
Options cancelled
Outstanding at December 31, 2023
Vested and expected to vest at December 31, 2023
Exercisable at December 31, 2023
Options
Weighted average
exercise price
per share
95,413
4,414,419
—
(15,303)
(18,314)
4,476,215
1,803,000
(1,125,000)
—
(7,833)
5,146,382
5,146,382
609,948
$
$
$
$
$
$
$
$
$
$
$
$
$
40.00
0.44
—
33.65
49.67
0.95
0.57
0.42
—
4.50
0.93
0.93
4.00
Weighted average
remaining
contractual life
(in years)
Aggregate
Intrinsic
Value*
6.73
$
0
9.76
$
358
8.94
8.94
8.55
$
$
$
1,370
1,370
167
* The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the balance sheet date.
On December 26, 2023, an employee exercised 125,000 stock options. The Company issued common stock related to the exercised stock options in January 2024.
As of December 31, 2023, there was approximately $1,395 of unamortized stock-based compensation cost related to unvested stock options, which is expected to be recognized
over a weighted average period of 1.53 years.
The total pre-tax intrinsic value of options exercised during the year ended December 31, 2023 was $196. The intrinsic value is the difference between the estimated fair value
of the Company’s common stock at the date of exercise and the exercise price for in-the-money options.
The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $0.57 and $0.40, respectively.
The fair value of stock options is determined using the Black-Scholes option-pricing model using various inputs, including the Company’s estimates of the fair value of
common stock on the date of grant, expected term, expected volatility, risk-free interest rate, and expectations regarding future dividends. Stock-based compensation also
reflects the Company’s estimate regarding the portion of awards that may be forfeited.
F-20
The following describes the key inputs used by the Company:
Fair Value of Common Stock—The Company measures equity classified stock-based awards granted to employees, consultants, and directors based on the estimated fair value
on the date of grant, and the expense is recognized on a straight-line basis over the vesting period.
Expected Term—The expected term represents the period that the Company’s stock options are expected to be outstanding. The majority of stock option grants are considered
to be “plain vanilla” and thus the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-
vesting and the contractual life of the options.
Expected Volatility—The expected volatility was derived from the historical stock volatility of the Company’s common stock since its IPO in May 2019.
Risk-Free Interest Rate—The risk-free interest rate is based on the interest yield in effect at the date of grant for zero coupon U.S. Treasury notes with maturities approximately
equal to the option’s expected term.
Dividend Rate—The expected dividend rate was assumed to be zero, as the Company has not previously paid dividends on common stock and has no current plans to do so.
Forfeiture Rate—Forfeitures are recognized when they occur. Historically, the Company estimated the forfeiture rate based on an analysis of actual forfeiture experience,
analysis of employee turnover behavior, and other factors.
The following represents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of each stock option
granted during the year ended December 31, 2023:
Expected dividend yield
Risk-free interest rate
Expected volatility
Expected life (in years)
Restricted Stock Awards:
0%
3.81%
114%
5.6
During 2022, 385,599 restricted stock awards with a grant date value of $260 were awarded and released in exchange for consulting services. The expense was recorded in the
Consolidated Statements of Operations as General and Administrative expenses.
During 2023, 457,354 restricted stock awards with a grant date value of $305 were awarded and released in exchange for consulting services. The expense was recorded in the
Consolidated Statements of Operations as General and Administrative expenses.
Restricted Stock Units:
The Company accounts for restricted stock units (“RSUs”) issued to employees and non-employees at fair value, based on the market price of the Company’s common stock on
the date of grant. The RSUs are expensed over the vesting period, and the Company accounts for forfeitures as they occur. RSUs, primarily issued as incentives, generally vest
annually over one to four years.
The following table summarized the outstanding RSUs as of December 31, 2023:
Outstanding at January 1, 2022
Granted
Released
Forfeited
Outstanding at December 31, 2023
RSUs
860,888
445,200
(619,042)
(5,200)
681,846
As of December 31, 2023, there was approximately $391 of unamortized stock-based compensation cost related to unvested RSUs, which is expected to be recognized over a
weighted average period of 1.15 years.
F-21
NOTE 11—Income Taxes
The following table presents the income (loss) before income taxes for domestic and foreign operations, and the components of the provision (benefit) for income taxes for the
years ended December 31:
2023
2022
(425) $
709
284 $
(13,885)
(18)
(13,903)
2023
2022
Domestic loss
Foreign subsidiaries income (loss)
Income (loss) before income taxes
Current income tax expense:
Federal
State
Foreign
Total Current
Deferred income tax expense (benefit):
Federal
State
Foreign
Total Deferred
Total provision for income taxes
$
$
$
$
2 $
56
250
308
—
—
66
66
374 $
The Company’s effective tax rate differs from the federal statutory rate due to the following for the years ended December 31:
Statutory federal income tax rate
State income taxes, net of federal tax benefits
Stock compensation
ASC 842 Adoption
Foreign rate differential
GILTI Inclusion
Non-deductible expenses
Valuation allowance
Effective tax rate
F-22
2023
2022
21.00%
23.20%
84.92%
0.00%
58.55%
26.15%
1.02%
-83.07%
131.77%
—
21
306
327
—
—
(143)
(143)
184
21.00%
1.00%
-1.43%
1.48%
-1.20%
-0.17%
0.00%
-22.00%
-1.32%
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities at December 31:
Gross deferred tax assets:
Net operating loss carryforward
Section 174 capitalized costs
Tax credits
Accruals and reserves
Property and equipment
ASC 842
Alternative minimum tax credits
Total gross deferred tax assets
Less: valuation allowance
Total deferred tax assets net of valuation allowance
Deferred tax liabilities:
ASC 842 right of use asset
Net deferred tax assets
2023
2022
18,887 $
1,873
100
1,927
21
12
21
22,841
(22,774)
67
(12)
55 $
18,937
1,697
99
2,314
51
14
21
23,133
(22,996)
137
(14)
123
$
$
A valuation allowance is provided for deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent
upon the assessment of whether it is more likely than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the
available evidence, which includes the Company’s historical operating losses, lack of taxable income, and the accumulated deficit, the Company provided a full valuation
allowance against the U.S. deferred tax assets resulting from the accruals and reserves along with the net operating loss and credits carried forward.
As of December 31, 2023 and 2022 the Company had net deferred income tax assets related primarily to net operating loss carry forwards, accruals and reserves and tax credit
carryforward that are not currently being recognized of $22,841 and $23,133, respectively, which have been offset by a valuation allowance.
The Company has not provided U.S. Federal and State income taxes, nor foreign withholding taxes on approximately $10,573 of undistributed earnings for certain non-US
subsidiaries, because such earnings are intended to be indefinitely reinvested. If these earnings were distributed to the U.S. in the form of dividends or otherwise, or if the
shares of the relevant foreign subsidiaries were sold or otherwise transferred, the Company would not be subject to U.S. income tax due to the transition tax of IRC Section 965
or via newly enacted Global Intangible Low-Taxed Income (“GILTI”) provision, enacted as part of the 2017 U.S. Tax Act. The Company would be subject to U.S. state tax and
potential foreign withholding taxes on a repatriation of the foreign earnings. The amount of unrecognized deferred income tax liability related to these earnings is not material.
Estimate of cumulative foreign earnings is as follows as of December 31:
China
India
Total
The Company had net operating loss carryovers as follows as of December 31:
Federal NOL
State NOL
F-23
$
$
$
$
2023
2022
5,471 $
5,102
10,573 $
5,031
5,098
10,129
2023
2022
88,066 $
7,086 $
88,375
7,429
Net operating loss carryforwards are available to offset future federal and state taxable income. Federal and state net operating loss carryforwards begin to expire in 2037 and
2035, respectively. The net operating losses have annual Section 382 limitations.
The Company had research and development (“R&D”) credit carryforwards as follows as of December 31:
Federal R&D credits
California R&D credits
2023
2022
$
$
— $
127 $
—
125
Federal and state laws impose restrictions on the utilization of net operating loss carryforwards and R&D credit carryforwards in the event of a change in ownership of the
Company, which constitutes an ‘ownership change’ as defined by Internal Revenue Code Section 382 and 383. The Company experienced an ownership change in the past that
materially impacts the availability of its net operating losses and tax credits. The amounts indicated in the above tables reflect the reduction of net operating losses and credit
carryforwards as a result of previous ownership changes that the Company experienced. Should there be additional ownership changes in the future, the Company’s ability to
utilize existing carryforwards could be substantially restricted.
The Company had excess interest expense carryforwards of $1,333 as of December 31, 2023. Federal laws impose restrictions on the utilization of Section 163(j) excess
interest expense carryforwards in the event of a change in ownership of the Company, which constitutes an ‘ownership change’ as defined by Internal Revenue Code Section
382 and 383. The Company experienced an ownership change in July 2022 that materially impacts the availability of its excess interest expense. However, since the Section
163(j) excess interest expense carryover does not expire, there will be no limitation under Section 382 against the excess interest expense carryover in 2023. Should the
Company utilize the excess interest expense in the future, the availability of its carryforwards would be substantially restricted.
The Company has long-term income taxes payable primarily related to transfer pricing agreements with its foreign subsidiaries.
Uncertain Tax Positions
The Company accounts for uncertainty in income taxes in accordance with ASC 740, Income Taxes. Under ASC 740, uncertain tax positions are evaluated in a two-step
process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of
any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the
amount of benefit to recognize, in the consolidated financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being
realized upon ultimate settlement.
The following table summarizes the activity related to unrecognized tax benefits as follows as of December 31:
Unrecognized benefit-beginning of period
Gross increases-prior period tax positions
Gross (decreases)-prior period tax positions
Unrecognized benefit-end of period
$
$
2023
2022
1,273 $
1
—
1,274 $
1,306
—
(33)
1,273
As of December 31, 2023, $1 of the unrecognized tax benefits are accounted for as a reduction in the Company’s deferred tax assets. Due to the Company’s valuation
allowance, only $1,274 of the $1,273 of unrecognized tax benefits would affect the Company’s effective tax rate, if recognized. The Company does not believe it is reasonably
possible that its unrecognized tax benefits will significantly change in the next twelve months.
The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. The Company reported a tax expense of $45 of interest and
penalties in 2023 and the Company has accrued a liability of $220 for accrued interest and penalties related to unrecognized tax benefit as of December 31, 2023.
The Company’s material income tax jurisdictions are the United States (federal and California), China and India. As a result of net operating loss and credit carryforwards, the
Company is subject to audit for tax years 2014 and forward for California purposes and for 2017 and forward for federal tax purposes. The China and India tax years are open
under the statute of limitations from 2017 and forward.
F-24
Accounting for GILTI requires companies to adopt tax accounting policies related to:
Treating the book-tax differences as either period costs or to recognize GILTI related deferred tax assets/liabilities in accounting for the GILTI book-tax differences. The
Company has elected to treat this difference as a period cost.
In the Company’s valuation allowance analysis, the Company will elect the Increment Cash Tax Savings Approach in determining its U.S. valuation allowance.
NOTE 12 —Commitments and Contingencies
The terms and conditions of applicable bylaws, certificates or articles of incorporation, agreements or applicable law may obligate Sonim under certain circumstances to
indemnify its current and former directors, officers or employees, and underwriters, with respect to certain of the matters described below and Sonim has been advancing legal
fees and costs to certain current and former directors, officers, employees and underwriters in connection with certain matters described below.
Purchase Commitments—The aggregate amount of noncancelable purchase orders as of December 31, 2023 and 2022, was approximately $13,478 and $19,975, respectively,
and were related to the purchase of inventory and components for the Company’s devices.
Royalty payments—The Company is required to pay per unit royalties to wireless essential patent holders and other providers of integrated technologies on mobile devices
delivered, which, in aggregate, amount to less than 5% of net revenues associated with each unit and expire between 2025 and 2033. Royalty expenses for the years ended
December 31, 2023 and 2022, were $1,102 and $622, respectively, which are included in Cost of Revenues on the Consolidated Statements of Operations. The Company may
be required to pay additional royalties to additional patent holders and technology providers on future products.
General litigation—The Company is occasionally involved in various legal proceedings arising in the normal course of business. The Company is not involved in any material
litigation as of the date of the filing of this Annual Report on Form 10-K.
The results of any future litigation cannot be predicted with certainty and, regardless of the outcome, litigation can have an adverse impact on us because of defense and
settlement costs, diversion of management time and resources and other factors.
Indemnification—Under the terms of its agreements with wireless carriers and other partners, the Company has agreed to provide indemnification for intellectual property
infringement claims related to the Company’s product sold by them to their end customers. From time to time, the Company receives notices from these wireless carriers and
other partners of a claim for infringement of intellectual property rights potentially related to their products. These infringement claims have been settled, dismissed, have not
been further pursued by the customers, or are pending for further action by the Company.
Contingent severance obligations—The Company has agreements in place with certain key employees (Executive Severance Arrangements) guaranteeing severance
payments under certain circumstances. Generally, in the event of termination by the Company without cause, termination due to death or disability, or resignation for good
reason, the Company is obligated to the pay the employees in accordance with the terms of the agreements. On July 13, 2022, Robert Tirva, the CFO and President of the
Company, resigned and became eligible for $1,000 in severance payments over 20 months, plus certain health insurance benefits, if he met certain requirements. The severance
costs were charged to expense as of the severance date.
At the beginning of 2021, the Company outsourced substantially all of its software development to a third-party and transferred 105 employees to support the ongoing work to
be performed. In connection with outsourcing its software development, the Company entered into an agreement of future business volume over the next three years. The
agreement was renegotiated in 2022 and the remaining commitment as of December 31, 2023 and 2022 is zero and $1,154, respectively.
F-25
NOTE 13 —Net Loss Per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share:
Numerator:
Net loss
Denominator:
For the Years Ended
December 31,
2023
2022
$
(90) $
(14,087)
Weighted-average shares used in computing net loss per share, basic and diluted
Net loss per share, basic and diluted
$
41,689,386
(0.00) $
28,889,111
(0.49)
The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive:
Shares subject to options to purchase common stock
Unvested restricted stock units
Shares subject to warrants to purchase common stock
Total
NOTE 14 —Entity Level Information
Segment Information—The Company operates in one reporting segment.
For the Years Ended
December 31,
2023
2022
5,146,382
681,846
2
5,828,230
4,476,215
860,888
2
5,337,105
Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is
the chief operating officer, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses
performance based upon discrete financial information at the consolidated level.
The following table summarizes the revenue by region based on ship-to destinations for the periods ended:
United States
Canada and Latin America
Europe and Middle East
Asia Pacific
Total net revenues
For the Years Ended
December 31,
2023
2022
$
$
33,180 $
10,572
4,299
45,581
93,632 $
29,444
8,975
1,202
30,207
69,828
Long-lived assets located in the United States and Asia Pacific region were $9,365 and $6,861, and $48 and $168 as of December 31, 2023 and 2022, respectively.
F-26
The composition of net revenues is as follows:
Product Sales
Services
Total net revenues
For the Years Ended
December 31,
2023
2022
$
$
93,628 $
4
93,632 $
69,797
31
69,828
Concentrations of Revenue Risk—The Company’s tablet customer accounted for 48% and 42% of net revenues for 2023 and 2022, respectively. In the fourth quarter of 2023,
tablet sales to this customer stopped as the product reached the end of its life cycle. After 2023, there is no longer a significant risk due to the concentration of revenue with this
customer. One additional customer accounted for 29% and 25% of net revenues for 2023 and 2022, respectively.
NOTE 15—Subsequent Events
On February 6, 2024, the Company executed an agreement with its tablet customer and the manufacturer of the tablets to transfer $11,308 of the Company’s accounts
receivable from the tablet customer to the tablet manufacturer in exchange for relieving the Company of a $11,308 accounts payable liability with the tablet manufacturer. If
this agreement had been executed as of December 31, 2023, it would have resulted in a net $6,135 in accounts receivable to the Company as of December 31, 2023. As of
March 27, 2024, $1,954 of the tablet customer’s accounts receivable balance has been paid to the Company.
On March 13, 2024, the Company received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the
Company that it has been granted a 180-day extension to regain compliance with the bid price for its common stock to close above $1.00 per share for ten consecutive trading
days. The Company will take appropriate action that may include executing a reverse stock split to regain compliance with the minimum bid price rule if the Company’s stock
does not stay above $1.00 prior to the end of the second 180-day period.
F-27
SONIM TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(Adopted on October 15, 2019, as amended and restated as of January 1, 2024)
Exhibit 10.8
Non-employee directors shall receive, pursuant to this Non-Employee Director Compensation Policy (the “Policy”) the compensation set forth below for their service on the
Board of Directors (the “Board”) of Sonim Technologies, Inc. (the “Company”). A non-employee director may decline all or any portion of his or her compensation by giving
notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This Policy may be amended at any time in the sole discretion
of the Board or the Compensation Committee of the Board.
Equity
Initial Grant
Upon appointment or election to the Board, each non-employee director shall, automatically, and without further action by the Board or the Compensation Committee of the
Board, be granted an initial award of restricted stock units (“RSUs”) having a grant date Fair Market Value (as defined in the Company’s 2019 Equity Incentive Plan (the “2019
Plan”)) of $60,000 (the “Initial Grant”). The Initial Grant RSUs shall vest in three equal annual installments on the anniversary date on which the non-employee director was
appointed to the Board, subject to such non-employee director’s continuous service on each vesting date.
Annual Grant
On the date of each annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting shall, automatically, and
without further action by the Board or the Compensation Committee of the Board, be granted an annual award of RSUs having a grant date Fair Market Value (as defined in
2019 Plan) of $60,000 (the “Annual Grant”).
The Annual Grant RSUs will fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of stockholders, subject to
continuous service.
If a non-employee director is appointed or elected to the Board other than in connection with an annual meeting of stockholders, then (i) such non-employee director shall be
awarded the full Initial Grant as provided above upon such non-employee director’s appointment or election, and (ii) the Annual Grant to be granted to such non-employee
director at the first annual meeting of stockholders following such appointment or election shall be pro-rated for the number of months served prior to such annual meeting of
stockholders.
The RSUs will be granted under and subject to the terms of the 2019 Plan. The number of shares of common stock subject to each RSU award granted under this Policy will be
the quotient of the dollar value of the award divided by the closing price of the Company’s common stock on the date of grant, rounded down to the nearest whole share. Each
RSU award granted under this Policy will fully vest upon (a) a Change in Control (as defined in the 2019 Plan) and (b) the non-employee director’s death or Disability (as
defined in the Plan).
Cash Retainers
Each non-employee director will be entitled to receive an annual cash retainer of $35,000 for service on the Board and additional annual cash compensation for Board
committee membership as follows:
Position
Audit Committee Chair
Audit Committee Member
Compensation Committee Chair
Compensation Committee Member
Nominating & Corporate Governance Committee Chair
Nominating & Corporate Governance Committee Member
Annual Cash Retainer
$
$
$
$
$
$
15,000
7,500
10,000
5,000
7,500
3,750
The chair of each committee is eligible to receive a retainer for service as the chair, but not an additional retainer for service as a member of the committee.
If one is appointed, the non-executive chairman of the Board will also be entitled to receive an additional annual cash retainer of $50,000 and be granted an annual award of
RSUs having a grant date Fair Market Value (as defined in 2019 Plan) of $50,000.
Cash retainers shall be paid quarterly in arrears and shall be paid pro-rata for less than a full quarter of service.
The Company will also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors for their attendance at meetings of our Board or any committee
thereof. To the extent that any taxable reimbursements are provided to a non-employee director, they will be provided in accordance with Section 409A of the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following
provisions: (i) the amount of any such expenses eligible for reimbursement during the non-employee director’s taxable year may not affect the expenses eligible for
reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the non-employee director’s taxable year that
immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another
benefit.
Note: Non-employee director compensation set forth in this Policy is subject to the 2019 Plan, which currently limits non-employee director compensation (cash and equity
combined) to $600,000 per calendar year or $1,000,000 with respect to the non-employee director’s initial year of service.
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-239664 , No. 333-254440, and No. 333-275847) and Form S-8 (No. 333-
231457, No. 333-239033, No. 333-264161, No. 333-268320, No. 333-271972, No. 333-274794, and No. 333-276754) of Sonim Technologies, Inc. (the “Company”), of our
report dated March 27, 2024, relating to the consolidated financial statements of the Company, appearing in this Annual Report on Form 10-K for the year ended December 31,
2023.
Exhibit 23.1
/s/ Moss Adams LLP
Campbell, California
March 27, 2024
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Hao Liu, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Sonim Technologies, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: March 27, 2024
By:
/s/ Hao Liu
Hao (Peter) Liu, Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Clayton Crolius, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Sonim Technologies, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: March 27, 2024
By:
/s/ Clayton Crolius
Clayton Crolius, Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Sonim Technologies, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2023 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I Hao Liu, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 27, 2024
By:
/s/ Hao Liu
Hao (Peter) Liu
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Sonim Technologies, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2023 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I Clayton Crolius, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 27, 2024
By:
/s/ Clayton Crolius
Clayton Crolius
Chief Financial Officer
(Principal Financial Officer)
SONIM TECHNOLOGIES, INC.
CLAWBACK POLICY FOR INCENTIVE-BASED COMPENSATION
Adopted by the Board of Directors: November 16, 2023
Exhibit 97.1
1.
2.
Introduction. The Board of Directors (the “Board”) of Sonim Technologies, Inc., a Delaware corporation (the “Company”), has adopted this clawback policy for the
recoupment of Erroneously Awarded Compensation (the “Policy”). All capitalized terms used and not otherwise defined herein shall have the meanings set forth in
Section 5.
Applicability. This Policy shall apply to all current and former Executive Officers. This Policy covers all Incentive-Based Compensation Received by an Executive
Officer (“Clawback Eligible Incentive-Based Compensation”):
(i) on or after the Effective Date;
(ii) after beginning service as an Executive Officer;
(iii) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation;
(iv) while the Company has a class of securities listed on a national securities exchange, and
(v) during the applicable Clawback Period.
3.
Administration.
(a) This Policy shall be administered by the Committee or, in the absence of the Committee, by a majority of the independent directors serving on the Board. Any
determinations made by the Committee (or the majority of the independent directors serving on the Board, if applicable) shall be final and binding on all affected
individuals subject to any requirements of the Clawback Rules.
(b) Subject to any limitation in the Clawback Rules, the Committee may authorize and empower any officer or employee of the Company to take any and all actions
necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or
employee).
4.
Recovery of Erroneously Awarded Compensation.
(a) Subject to Section 2 and this Section 4, if the Company is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the
amount of any Erroneously Awarded Compensation that has been received during the Clawback Period.
(b) The Company shall not be required to recover any Erroneously Awarded Compensation from a current or former Executive Officer if such recovery would be
Impracticable, as determined by the Committee, or in the absence of such a committee, a majority of the independent directors serving on the Board.
(c) Recovery shall be required in accordance with this Section 4 regardless of whether the applicable Executive Officer engaged in misconduct or otherwise caused or
contributed to the requirement for the Accounting Restatement.
(d) The Committee shall determine, in its sole discretion, the method for recouping Erroneously Awarded Compensation hereunder which may include, without
limitation:
(i)
requiring reimbursement or repayment of Erroneously Awarded Compensation;
(ii) cancellation or reduction of any Incentive-Based Compensation;
(iii) offsetting the recouped amount from any compensation otherwise payable by the Company to the Executive Officer; and
(iv) taking any other remedial and recovery action permitted by law.
(e) Unless prohibited by the Clawback Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the
Company pursuant to any other right to recovery under law, policy, or agreement, the amount of Erroneously Awarded Compensation already recovered by the
Company from the recipient of such Erroneously Awarded Compensation shall be credited to the amount of Erroneously Awarded Compensation required to be
recovered pursuant to this Policy from such person.
(f) Except as provided in subsections (b) and (e) of this Section 4, in no event may the Company accept an amount that is less than the amount of Erroneously
Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
5.
Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
“Accounting Restatement” shall mean an accounting restatement (i) due to a material noncompliance of the Company with any financial reporting requirement under
the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued
financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material
misstatement if the error were not corrected the current period or left uncorrected in the current period (a “little r” restatement).
“Clawback Eligible Incentive-Based Compensation” has the meaning set forth in Section 2.
“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement
Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal
years. A transition period that comprises a period of at least nine months shall count as a completed fiscal year.
“Clawback Rules” shall mean Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated thereunder, Nasdaq
Rule 5608, and any applicable rules, standards, or other guidance adopted by the SEC or Nasdaq.
“Committee” shall mean the Compensation Committee of the Board.
“Effective Date” shall mean October 2, 2023.
“Erroneously Awarded Compensation” shall mean, with respect to each current or former Executive Officer in connection with an Accounting Restatement, the
amount of Clawback Eligible Incentive-Based Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been
determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return,
where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the
amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based
Compensation was received and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
“Executive Officer” shall mean each individual who the Company determines is an “officer” of the Company in accordance with Clawback Rules.
“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that
are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of
doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
“Impractical” shall mean that either of the following two conditions is met:
(i)
the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be
impracticable to recover any amount of erroneously awarded compensation based on expense of enforcement, the Company must make a reasonable
attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover, and provide that documentation to the
Nasdaq; or
(ii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail
to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting
Measure. Any awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or
based on subjective goals or goals unrelated to Financial Reporting Measures, do not constitute Incentive-Based Compensation.
“Nasdaq” shall mean the Nasdaq Stock Market LLC, or if the Company’s class of securities is not listed on Nasdaq, the term “Nasdaq” shall instead refer to the
national securities exchange or association upon which the Company’s class of securities is listed.
“Policy” has the meaning set forth in Section 1.
“Received” shall mean, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in
the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the
Incentive-based Compensation to the Executive Officer occurs after the end of that period.
“Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board, or the officers of the Company authorized to take such action if
Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date of court,
regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“SEC” shall mean the U.S. Securities and Exchange Commission.
6.
7.
8.
9.
Indemnification Prohibition. Under no circumstances will the Company indemnify (under the Company’s organization documents or any agreement now or hereafter
in effect) any person against, or provide insurance coverage (or pay or reimburse any premiums therefore, directly or indirectly) for, the loss of any Erroneously
Awarded Compensation.
No Committee or Board Liability. Any members of the Committee, and any other members of the Board who assist in the administration of this Policy, shall not be
personally liable for any action, determination, or interpretation made with respect to this Policy.
Effective Date. This Policy shall be effective as of the Effective Date.
Amendment; Termination.
(a) The Board or the Committee may amend, modify, supplement, rescind, or replace all or any portion of this Policy at any time and from time to time in its
discretion.
(b) This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
(c) Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would
(after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any
Clawback Rules.
10.
Enforceability.
(a) This Policy will be applied to current and former Executive Officers to the fullest extent of the law.
(b) Each Executive Officer shall be required to sign and return to the Company the Clawback Policy Agreement, attached hereto as Exhibit A, pursuant to which such
Executive Officer will agree to be bound by the terms and comply with this Policy.
11.
Interpretation and Severability.
(a) This Policy shall be interpreted and applied in a manner that is consistent with the requirements of the Clawback Rules, and to the extent this Policy is inconsistent
with such Clawback Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance with the Clawback Rules.
(b) If any provision of this Policy or the application of such provision to any Executive Officer shall be found to be invalid, illegal, or unenforceable in any respect
under any law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions
shall be deemed amended to the minimum extent necessary to render any such provision (or the application of such provision) valid, legal or enforceable.
12.
Successors. This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by the Clawback Rules, their beneficiaries, heirs,
executors, administrators, or other legal representatives.
13.
Effect of the Policy.
(a) Any employment agreement, equity award agreement, compensatory plan, or any other agreement or arrangement with an Executive Officer shall be deemed to
include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy.
(b) To the extent, the Company’s recovery right under the Policy conflicts with any agreement or arrangement with an Executive Officer or any other indemnification,
contractual, or other rights (whether entered into before, on, or after the Effective Date) any Executive Officer may have with the Company, the terms of the
Policy shall supersede any such rights.
(c) The Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid, or awarded to an Executive Officer from
the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any
nullify any such agreement (whether entered into before, on, or after the Effective Date).
(d) The recovery of Erroneously Awarded Compensation under this Policy will not give rise to any right to voluntarily terminate employment by any Executive
Officer for “good reason” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the
Company or any of its affiliates.
14.
Other Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be
available to the Company or any of its affiliates under applicable law or pursuant to the terms of any similar recoupment provisions in any employment agreement,
incentive or equity compensation plan or award or other agreement, or policy and any other legal remedies available to the Company.
* * *
EXHIBIT A
SONIM TECHNOLOGIES, INC.
ACKNOWLEDGMENT AND AGREEMENT TO CLAWBACK POLICY
FOR INCENTIVE-BASED COMPENSATION
Capitalized terms used but not defined herein shall have the meanings set forth in the Clawback Policy for Incentive-Based Compensation (the “Policy”) adopted by the Board
of Directors of Sonim Technologies, Inc., a Delaware corporation (the “Company”).
The undersigned acknowledges and agrees:
1. The undersigned has received a copy of and has read and understands the Policy.
2. The undersigned shall abide by the terms of the Policy, including, without limitation, by returning or reimbursing any Erroneously Awarded Compensation to the
extent and in a manner required by the Policy.
3. The undersigned acknowledges that the undersigned’s execution of this acknowledgment and agreement is in consideration of and is a condition to the receipt by the
undersigned of Incentive-Based Compensation on and after the Effective Date; provided, however, that nothing in this Agreement shall be deemed to obligate the
Company to make any such awards to the undersigned.
Signature
Name
Date