Securities Registration: Employee Benefit Plan (s-8)
November 14 2022 - 6:05AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 10, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sonim
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
94-3336783 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
4445 Eastgate Mall, Suite 200,
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
Sonim
Technologies, Inc. 2019 Equity Incentive Plan
(Full
title of the plan)
Peter Liu
Chief Executive Officer
4445 Eastgate Mall, Suite 200,
San Diego, CA 92121
(650)
378-8100
(Name
and address of agent for service) (Telephone number, including area code, of agent for service)
COPY
TO:
William
N. Haddad, Esq.
Kirill
Y. Nikonov, Esq.
Venable
LLP
1270
Avenue of the Americas, 24 Floor
New
York, NY 10020
(212)
503-9812
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 |
|
☐ |
|
Accelerated
filer |
|
☐ |
| |
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|
| Non-accelerated
filer |
|
☒ |
|
Smaller
reporting company |
|
☒ |
| |
|
|
|
| |
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|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed by Sonim Technologies, Inc., a Delaware corporation (“Registrant”),
relating to 5,000,000 additional shares of its common stock, $0.001 par value (the “Common Stock”), issuable
to eligible employees, directors and consultants of Registrant and its affiliates under Registrant’s 2019 Equity Incentive Plan,
as amended (the “2019 Plan”). Registrant’s Form S-8 Registration Statements filed with the U.S. Securities
and Exchange Commission on May 14, 2019 (File No. 333-231457), June 9, 2020 (File No. 333-239033), and April 6, 2022 (File No. 333-264161) (collectively, the “Prior Registration
Statements”) relating to the 2019 Plan are each incorporated by reference herein. This
Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted
in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction
E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of the Common Stock issuable
under the 2019 Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBIT
INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Diego, State of California, on November 10, 2022.
| |
SONIM
TECHNOLOGIES, INC. |
| |
|
|
| |
By:
|
/s/
Clayton Crolius |
| |
Name:
|
Clayton
Crolius |
| |
Title:
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer) |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints Peter Liu and Clayton
Crolius, and each of them, and as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully,
to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
/s/
Hao Liu
|
|
Chief
Executive Officer and Director
|
|
November 10, 2022 |
| Hao
(Peter) Liu |
|
(Principal
Executive Officer)
| |
|
| |
|
|
|
|
/s/
Clayton Crolius
|
|
Chief
Financial Officer
|
|
November 10, 2022 |
| Clayton
Crolius |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
/s/
Alan Howe
|
|
Director |
|
November 10, 2022 |
| Alan
Howe |
|
|
|
|
| |
|
|
|
|
/s/
Mike Mulica
|
|
Director |
|
November 10, 2022 |
| Mike
Mulica |
|
|
|
|
| |
|
|
|
|
/s/
Jeffrey Wang
|
|
Chairman
of the Board and Director |
|
November 10, 2022 |
| Jeffrey
Wang |
|
|
|
|
| |
|
|
|
|
| /s/
Jack Steenstra |
|
Director |
|
November 10, 2022 |
| Jack
Steenstra |
|
|
|
|
| |
|
|
|
|
| /s/
James Cassano |
|
Director |
|
November 10, 2022 |
| James
Cassano |
|
|
|
|
| |
|
|
|
|
| /s/
Jose C. Principe |
|
Director |
|
November 10, 2022 |
| Jose
C. Principe |
|
|
|
|
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