Registration
No. 333-288221
As
filed with the Securities and Exchange Commission on July 1, 2025
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sonim
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
3661 |
|
94-3336783 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
4445
Eastgate Mall, Suite 200
San
Diego, CA 92121
Telephone:
(650) 378-8100
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Peter
Liu
Chief
Executive Officer
4445
Eastgate Mall, Suite 200
San
Diego, CA 92121
Telephone:
(650) 378-8100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
William
N. Haddad, Esq.
Kirill
Y. Nikonov, Esq.
Venable
LLP
151
W. 42nd Street, 49th Floor
New
York, NY 10036
Telephone:
(212) 307-5500 |
M.
Ali Panjwani, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 421-4100 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
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 |
☐ |
Non-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 7(a)(2)(B) of the Securities Act. ☐
This
registration statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(d)
promulgated under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1, as amended (File No. 333-288221),
declared effective by the Securities and Exchange Commission on June 30, 2025 (“Registration Statement”), is being filed
solely for the purpose of replacing Exhibit 5.1 the Registration Statement. This Amendment No. 1 does not modify any provision of Part
I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART
II
Information
Not Required In Prospectus
Item
16. Exhibits and Financial Statement Schedules.
Exhibit
Number |
|
Exhibit
Description |
|
|
|
5.1 |
|
Opinion of Venable LLP |
23.2 |
|
Consent of Venable LLP (included in Exhibit 5.1) |
24.1* |
|
Power of Attorney |
* |
Previously
filed on page II-4 of the Prior Registration Statement and incorporated by reference herein. |
Signatures
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Scottsdale, State of Arizona, on July 1, 2025.
|
SONIM
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
Clayton Crolius |
|
|
Clayton
Crolius |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Hao (Peter) Liu |
|
Chief
Executive Officer and Director |
|
July 1, 2025 |
Hao
(Peter) Liu |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Clayton Crolius |
|
Chief
Financial Officer |
|
July 1, 2025 |
Clayton
Crolius |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
July 1, 2025 |
James
Cassano |
|
|
|
|
|
|
|
|
|
* |
|
Chairman
of the Board and Director |
|
July 1, 2025 |
Mike
Mulica |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 1, 2025 |
Jack
Steenstra |
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|
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* |
|
Director |
|
July
1, 2025 |
Jeffrey
Wang |
|
|
|
|
By: |
/s/ Clayton Crolius |
|
|
Clayton Crolius |
|
|
Attorney-in-fact |
|