Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• A special meeting is called to approve the sale of substantially all assets related to the enterprise 5G solutions business for $15 million in cash plus up to $5 million in earn-out, with the company exiting its legacy business but not liquidating, and instead seeking a strategic transaction post-closing.

• The board, after a thorough process involving outreach to 52 potential buyers and a hostile takeover defense, unanimously recommends approval of the asset sale as the best available alternative.

• The buyer, Pace Car Acquisition LLC, is a subsidiary of Social Mobile Technology Holdings LLC, with the parent guaranteeing all buyer obligations.

• The transaction is subject to stockholder approval and other customary closing conditions, with an outside closing date of January 13, 2026.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) approval of the asset sale, (2) advisory approval of executive compensation related to the sale, and (3) adjournment of the meeting if more votes are needed.

• The board recommends voting FOR all proposals.

• Approval of the asset sale requires a majority of outstanding shares; failure to vote has the same effect as voting against.

Board of directors and corporate governance

• A special committee of independent directors led the strategic review and negotiations, with the full board retaining final authority.

• The board considered a range of alternatives, including hostile offers, partial asset sales, and reverse mergers, before selecting the Social Mobile transaction.

• The board and special committee received a fairness opinion from Roth Capital Partners.