San Diego, CA – June 2, 2025 (NEWSFILE) -- Sonim Technologies, Inc. (NASDAQ: SONM), a leading provider of rugged mobile solutions, today announced the signing of a Letter of Intent (LOI) with NEXA® (formerly Social Mobile), a leading provider of enterprise mobility solutions.
- Pursuant to the LOI, Social Mobile and Sonim intend to enter into a definitive agreement for the potential acquisition by Social Mobile of substantially all of the assets of Sonim and its direct and indirect subsidiaries (the “Transaction”). The LOI contemplates a purchase price of up to $20 million, including up to $5 million in earn-out consideration contingent upon achieving the target revenue as set forth in the LOI.
- The LOI contemplates customary working capital and escrow terms.
- The LOI grants NEXA an exclusivity period to negotiate and consummate the Transaction and permits Sonim to continue evaluating potential reverse take-over transactions (RTO) opportunities.
The Special Committee of Sonim’s Board of Directors, in consultation with its financial adviser, concluded that the proposed Transaction, if consummated, represents a compelling strategic opportunity to maximize value to Sonim’s stockholders while supporting the continued advancement of the Company’s innovative technology offerings.
Following an exhaustive review of strategic alternatives, the Special Committee determined that the proposed Transaction with Social Mobile best aligns with its goal of maximizing stockholder value. Key highlights of the LOI include:
- a clearly defined structure;
- secured financing without contingencies; and
- an opportunity for Sonim to engage in an RTO.
The Transaction is subject to customary closing conditions and approvals.
The Special Committee remains focused on leveraging Sonim’s public company status through a potential RTO to enhance stockholder value further.
“This agreement represents the culmination of a diligent and thoughtful evaluation process by our Special Committee, supported by expert financial and legal advisors,” said Mike Mulica, Chair of the Special Committee for Sonim. “We believe this path not only delivers value to our stockholders but also ensures ongoing opportunities for our investors. The value of the proceeds from Social Mobile’s acquisition is superior to all other offers we’ve received, solidifying this as the optimal path forward. A reverse take-over transaction, if consummated, would provide additional future value for our current stockholders.”
The proposed Transaction is expected to strengthen the complementary capabilities of Sonim and Social Mobile, enhancing the combined organization’s ability to serve its clients effectively. Social Mobile’s CEO, Robert Morcos, added, “We see tremendous synergies with this acquisition. Sonim is a perfect addition to our enterprise portfolio, offering rugged and innovative mobile solutions that complement our mission. Together, we share a culture of innovation and aligned goals, which will allow us to better serve our global clients. We look forward to the exciting opportunities ahead as this Transaction progresses.”
About Sonim Technologies
About NEXA
NEXA® (formally Social Mobile) is the leading provider of enterprise mobility solutions. We are an IoT design firm that specializes in developing custom devices for the world’s biggest companies in all industries, including healthcare, transportation, retail, and defense. As one of Google’s validated Android Enterprise Gold partners, we handle every aspect of our clients’ mobility needs—from design and deployment to managed services.
With direct partnerships and key suppliers around the world, we’ve distributed more than 15 million devices globally — on-time and on-budget, every time. We provide full supply-chain visibility, guaranteeing product availability while streamlining operations and lowering the total cost of ownership.
Founded in 2011 by current CEO Robert Morcos, NEXA maintains offices, warehouses, and facilities around the world, in addition to its head office in Hollywood, Florida. To learn more about NEXA visit: www.socialmobile.com or follow us on LinkedIn, X, and YouTube.
Media Contacts
Anette Gaven
Sonim Technologies
P: 1-619-993-3058
pr@sonimtech.com
Christian Paul
NEXA
marketing@nexamobility.com
Important Information and Where to Find It
This press release may be considered to be a soliciting material in connection with the 2025 Annual Meeting of Stockholders. Sonim has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the 2025 Annual Meeting of Stockholders.
Sonim's stockholders are strongly encouraged to read Sonim's definitive proxy statement (including any amendments or supplements thereto) and any other documents to be filed with the SEC carefully and in their entirety when they become available because they will contain important information.
Stockholders may obtain a free copy of the definitive proxy statement, any amendments or supplements to the proxy statement, and other documents that Sonim files with the SEC at no charge from the SEC's website at www.sec.gov. Copies will also be available at no charge on Sonim's website at https://ir.sonimtech.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Sonim and its respective directors, executive officers, and other members of their management and employees, including Peter Liu (Chief Executive Officer and a director), Clay Crolius (Chief Financial Officer), and Sonim’s directors – James Cassano, Mike Mulica, Jack Steenstra, and Jeffrey Wang – under SEC rules, may be deemed to be participants in the solicitation of proxies of Sonim’s stockholders in connection with the proposed Transaction.
Stockholders may obtain more detailed information regarding Sonim’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, under the captions “Directors, Executive Officers, and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions, and Director Independence” of Sonim’s Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on April 29, 2025 (the “Annual Report”).
Any subsequent updates following the date hereof to the information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the proposed Transaction, if and when they become available. These documents will be available free of charge as described above.
Forward-Looking statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to, among other things, the anticipated effects of the proposed transaction and the strategy of Sonim in connection with strategic alternatives, the anticipated terms of the proposed transaction, potential benefits of the proposed transaction to Sonim's stockholders, and anticipated difficulties in connection with certain aspects of Orbic's offer. These forward-looking statements are based on Sonim's current expectations, estimates and projections, and certain assumptions made by Sonim, all of which are subject to change. Forward-looking statements generally can be identified by the use of forward-looking terminology 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," "poised," "position," "possible," "potential," "predict," "progress," "promises," "roadmap," "seek," "should," "strive," "targets," "to be," "upcoming," "will," "would," and variations of such words and similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, the following: the ability of Sonim to meet expectations regarding the timing and completion of the proposed transaction; the possibility that the LOI will not result in the definitive agreement; the possibility that the conditions to the closing of the proposed transaction are not satisfied, including the risk that the required approvals are not obtained, the Sonim Legacy Business Sale does not close, and that Sonim's stockholders do not approve the proposed transaction; the challenges of maintaining Nasdaq listing and the potential necessity to implement a reverse stock-split in order to remain listed on Nasdaq; the occurrence of any event, change or other circumstances that could result in the definitive agreement (if ever executed) being terminated or the proposed transaction not being completed on the terms reflected in the definitive agreement, or at all; potential litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have adverse effects on the market price of Sonim's common stock; the risk that the current board of directors of Sonim loses the proxy contest and the new directors' slate determines to terminate the proposed transaction (whether at the state of LOI or definitive agreement); the effect of the announcement of the proposed transaction on the ability of Sonim to retain key personnel and maintain relationships with customers and business partners; the risk of unexpected costs or expenses resulting from the proposed transaction and the LOI; and other risks and uncertainties, including those described under "Risk Factors" included in Sonim's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission (available at www.sec.gov). Sonim cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Sonim assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.