Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 30, 2025, to vote on the sale of substantially all assets related to the enterprise 5G solutions business, advisory compensation, and potential adjournment.

• Record date for voting changed to December 17, 2025, with 1,488,465 shares outstanding and entitled to vote.

• Post-closing, company expects $4–6 million in cash and plans to pursue a new business line (Successor Business) or other strategic alternatives.

• Recent strategic transactions include the acquisition of DNA X LLC and a $1.2 million convertible note from DNA Holdings.

Voting matters and shareholder proposals

• Proposals include approval of the Asset Sale, advisory vote on executive compensation related to the sale, and adjournment if more time is needed to solicit votes.

• Board unanimously recommends voting FOR all proposals.

• Approval of the Asset Sale requires a majority of outstanding shares.

Board of directors and corporate governance

• DNA Holdings, as a significant new shareholder, gains the right to designate one officer and one board nominee as long as it holds at least 5% of shares.

• Board will review and determine the use of post-closing cash, with no set timeframe for decisions.