true FY 0001178697

 0001178697

 2023-01-01
 2023-12-31

 0001178697

 2023-06-30

 0001178697

 2024-04-05

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR
THE TRANSITION PERIOD FROM TO

 Commission
File Number 001-38907

 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, including zip code)

 Registrant's
telephone number, including area code: (650) 378-8100

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share

 SONM

 The
 Nasdaq Stock Market LLC

registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
 No

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the closing price
of the shares of common stock reported on The Nasdaq Stock Market on June 30, 2023 was approximately $ 23.1 million.

 On
April 5, 2024, there were 43,206,083 shares of the registrant's common stock, par value $0.001, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Audit
 Firm Id

 Auditor
 Name:

 Auditor
 Location:

 Moss
 Adams LLP

 Campbell,
 California

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends Sonim Technologies, Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on
March 27, 2024 (the "Original Form 10-K"). We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K,
as we currently expect that our definitive proxy statement for the 2024 annual meeting of stockholders will be filed later than the 120th
day after the end of the last fiscal year. Accordingly, this Amendment is being filed solely to:

 amend
 Part III, Items 10, 11, 12, 13, and 14 of the Original Form 10-K to include the information required by and not included in such
 Items;

 delete
 the reference on the cover of the Original Form 10-K to the incorporation by reference of certain information from our proxy statement
 into Part III of the Original Form 10-K; and

 file
 new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15
 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and to Section 302 of the Sarbanes-Oxley
 Act of 2002.

 This
Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K.

 References
to the "Company," "Sonim," "we," or "our" in this Amendment refer to Sonim Technologies,
Inc. and, as applicable, its wholly owned and consolidated subsidiaries.

 Sonim
Technologies, Inc.

 Table
of Contents

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Signatures

 i

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Directors

 The
following table sets forth information concerning our directors, including their ages as of April 26, 2024.

 Name and Position

 Year First
 Became

 Age

 Independent

 Audit
 Committee

 Committee

 Nominating
 and Governance
 Committee

 James
 Cassano,

 2022

 Yes

 Chairman, *

 Peter
 Liu,
 Director,
 Chief Executive Officer

 2022

 No

 Mike Mulica,

 Director,
 Chairman of the Board

 2021

 Yes

 *

 Chairman

 Jack Steenstra,

 2022

 Yes

 Chairman

 Jeffrey Wang,

 2022

 Yes

 *
Audit Committee Financial Expert

 Executive
Officers

 The
following table sets forth information concerning our executive officers, including their ages as of April 26, 2024.

 Name

 Year
 First

 Became

 Officer

 Age

 Position

 Peter
 Hao Liu

 2022

 Chief
 Executive Officer

 Clay
 Crolius

 2022

 Chief
 Financial Officer

 Charles
 Becher

 2023

 Chief
 Commercial Officer and General Manager of North America

 Biographical
Information

 Directors

 James
Cassano has served as a member of our Board since July 2022. Mr. Cassano currently is the Vice Chairman and Lead Independent
Director of Ideanomics, Inc., where he is Chairman of the Audit Committee and a member of the Compensation, Acquisition Oversight and
Risk and Disclosure Committees. Mr. Cassano has been on the Board of Directors of Ideanomics since 2008. From December 2009 through December
2021, Mr. Cassano served as a Partner & Chief Financial Officer of CoActive Health Solutions, LLC, a worldwide contract research
organization, supporting the pharmaceutical and biotechnology industries. From 2005 through 2009, Mr. Cassano was a partner in Jaguar
Capital Partners, a private equity company, which formed Jaguar Acquisition Corporation (OTCBB: JGAC), a blank check company. Mr. Cassano
served as executive vice president, chief financial officer, secretary, and director of Jaguar Acquisition Corporation. In June 1998,
Mr. Cassano founded New Forum Publishers, an electronic publisher of educational material for secondary schools, and served as its chairman
of the Board and chief executive officer until it was sold to Apex Learning, Inc., a company controlled by Warburg Pincus, in August
2003. He remained with Apex until November 2003 in transition as vice president of business development and served as a consultant to
the company through February 2004. In June 1995, Mr. Cassano co-founded Advantix, Inc., a high volume electronic ticketing software and
transaction services company which handled event related client and customer payments, that was renamed Tickets.com and went public through
an IPO in 1999. From March 1987 to June 1995, Mr. Cassano served as senior vice president and chief financial officer of the Hill Group,
Inc., a privately-held engineering and consulting organization, and from February 1986 to March 1987, Mr. Cassano served as vice president
of investments and acquisitions for Safeguard Scientifics, Inc., a public venture development company. From May 1973 to February 1986,
Mr. Cassano served as partner and director of strategic management services (Europe) for the strategic management group of Hay Associates.
Mr. Cassano received a BS in Aeronautics and Astronautics from Purdue University and an MBA from Wharton Graduate School at the University
of Pennsylvania. The Board believes that Mr. Cassano's extensive financial and executive experience with multiple private and public
companies qualifies him to serve on our Board.

 Peter
Liu has served as a member of our Board since July 2022. Mr. Liu has served as our Chief Executive Officer since April 2022.
Mr. Liu previously served as our Executive Vice President for Global Operations from September 2010 to April 2022. From 2007 to 2010,
Mr. Liu served as Global Quality Director for LOM/Perlos, an international VI supplier of mobile phones. From 2005 to 2007, Mr. Liu was
the Head of Quality for the Strategic Growth Engine business at Motorola Solutions, Inc., a multinational telecommunications company.
Mr. Liu received an M.B.A. from Lawrence Technological University and a Bachelor's in Engineering from Tianjin University. The
Board believes that Mr. Lui's experience as our Executive Vice President for Global Operations and his knowledge of our Company
qualifies him to serve on our Board.

 Mike
Mulica has served as the Chairman of the Board since November 2023, having previously served as a Board member since April 2021.
Mr. Mulica has served as Chairman at AlefEdge, a global edge API platform company that empowers enterprises to create, customize, and
control their own private mobile network, since March 2018 and as its Chief Executive Officer since August 2021. From May 2018 to present,
Mr. Mulica has served as the Global Management Advisor at Mulica Consulting, advising public and private companies on global mobile Internet
and application platforms. From May 2016 to August 2018, Mr. Mulica served as Chief Executive Officer and President of Actility Technologies,
Inc., an IoT communications and software company. From June 2014 to May 2016, Mr. Mulica served as the President, Worldwide Sales and
Business Development at Real Networks, Inc., a content and Internet software company. From October 2011 to July 2014, Mr. Mulica served
as the Chief Executive Officer and President of Openwave Systems, Inc., a mobile Internet software company. Prior to his service at Openwave
Systems, he held various leadership positions at Motorola, Inc., a communications systems company, Synchronoss Technologies, an Internet
software and services company, FusionOne, Inc., a mobile Internet software company, BridgePort Technologies, Inc., a mobile Internet
software company, Phone.com, Inc., inventor of the mobile Internet, California Microwave, Inc., a microwave and satellite systems company,
and Tandem Computers, a fault tolerant computer manufacturer. Mr. Mulica holds a BS in Finance from Marquette University and an MBA from
the Kellogg School of Management at Northwestern University. The Board believes that Mr. Mulica's extensive operational, executive
and board experience with numerous private and public companies at various Internet, mobile and software companies qualifies him to serve
on our Board.

 Jack
Steenstra has served as a member of our Board since July 2022. Mr. Steenstra has served as the Chief Technology Officer of Meta
Technologies Inc., a software and hardware company in the wellness space, since August 2017. From November 2015 to August 2017, he was
a freelance technology consultant with various startups including VRx Medical, an immersive digital therapeutics company, contributing
to the technical, business, and product innovation of new products, services, and associated businesses developing new wireless devices.
From July 1995 to November 2015, Mr. Steenstra was Vice President of Engineering at Qualcomm, a technology company, where he led a cross-functional
department developing new products to support new business opportunities. Prior to that, he was an engineer at Abbott Laboratories, a
medical devices and healthcare company, where he developed digital surveillance systems, software, and medical devices. Since January
2012, he has been a board member of Stepping Stone San Diego, a drug and alcohol rehabilitation and treatment program specializing in
the Gay, Lesbian, Bisexual and Transgender community. Mr. Steenstra holds a BS in Electrical and Electronics Engineering from the University
of Michigan and an MS in Electrical and Electronics Engineering from the University of Southern California. The Board believes that Mr.
Steenstra's extensive leadership and business consulting experience qualifies him to serve on our Board.

 Jeffrey
Wang has served as a member of our Board since July 2022, including his tenure as Chairman of the Board from July 2022 until
November 2023. Mr. Wang has served as a Software Engineer at Plaid Inc., a California-based financial services company, since April 2022.
Previously he was a Senior Software Engineer at Waymo LLC, Google LLC's autonomous driving technology company, from August 2019
to April 2022 with the data warehouse team and a Senior Software Engineer with the search ads backend infrastructure at Google LLC, a
global technology company specializing in internet related services and products, from February 2015 to August 2019. Mr. Wang holds a
BA in Computer Science from the University of California, Berkeley. The Board believes that Mr. Wang's experience at technology
companies qualifies him to serve on our Board.

 Executive
Officers

 Clay
Crolius has served as our Chief Financial Officer since July 2022. From September 2021 to
July 2022, he served as our Chief Accounting Officer. From December 2016 to August 2021, Mr. Crolius served as Principal Accounting Officer
and Controller for 4Front Ventures Corp. a national manufacturer and retailer. From 2015 to 2016, Mr. Crolius was the Controller at Ethology
Corporation, a digital advertising agency startup. From 2005 to 2014, Mr. Crolius was a Senior Management Consultant with the David Lewis
Company, a professional services consulting company. He also served as Vice President of Financial Operations for Warner Bros. Studios,
a division of Time Warner from 2000 to 2005. Mr. Crolius holds a BA in Economics and Business from the University of California, Los
Angeles, and is a certified public accountant in the state of California.

 Chuck
Becher has served as our Chief Commercial Officer and General Manager of North America since 2022. From April 2022 to August
2022, Mr. Becher served as Senior Vice President of Carrier Solutions at Inseego Corporation, a leader in mobile hotspots and fixed wireless
devices. From June 2020 to April 2022, Mr. Becher served as Chief Commercial Officer and EVP of OnwardMobility, a startup created to
bring BlackBerry devices back to the market. From December 2016 to January 2020, Mr. Becher served as Sonim Technologies' Chief
Sales and Marketing Officer. From 2000 to 2016, Mr. Becher also served in increasing positions of responsibility at Kyocera Communications,
Inc., a wireless phone original equipment manufacturer headquartered in Yokohama, Japan, culminating in the role of Senior Vice President
and General Manager of Sales and Marketing. Mr. Becher holds a BBA from the University of Michigan School of Business in Ann Arbor, Michigan.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Selection
of Directors and Officers

 Our
selection of directors and officers is conducted on the basis of outstanding achievement in their professional careers, broad experience,
personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high
performance standards, familiarity with our business and industry, ability to work collegially, and, in the case of our Chief Executive
Officer, the initial selection was made based on the contractual arrangement in connection with an equity investment by a certain stockholder.
Please see " Item 13. Certain Relationships and Related Transactions, and Director Independence.— Subscription
Agreement and Corollary Arrangements " for more information.

 Delinquent
Section 16 Reports

 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, among others, to file with the
SEC an initial report of ownership of our stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Based solely on a
review of reports filed with the SEC and on written representations from reporting individuals, we believe that all of our officers and
directors filed the required reports on a timely basis under Section 16(a) for the fiscal year 2023.

 Audit
Committee and Audit Committee Financial Expert

 We
have a standing Audit Committee of the board of directors. Mr. Cassano, Mr. Mulica, and Mr. Steenstra currently serve as members of the
Audit Committee, with Mr. Cassano serving as the chairperson of the Audit Committee. Our board of directors has determined that Mr. Cassano
and Mr. Mulica are audit committee financial experts, as defined by SEC rules and regulations.

 Our
board of directors has determined that each of Mr. Cassano, Mr. Mulica, and Mr. Steenstra is an independent director in accordance with
the Nasdaq listing rules and the applicable requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Our board
of directors has further determined that each of the members of the Audit Committee satisfies the financial literacy and sophistication
requirements of the Nasdaq listing rules.

 Corporate
Governance Documents

 Corporate
Governance Guidelines

 Our
board of directors adopted Corporate Governance Guidelines, which set forth a flexible framework within which the board, assisted by
its committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition
and functions of the board of directors, director independence, compensation of directors, board membership criteria, board leadership
and composition.

 Code
of Ethics

 We
have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers, and
directors. The Nominating and Corporate Governance Committee of our board of directors is responsible for overseeing the Code of Conduct
and must approve any waivers of the Code of Conduct for employees, executive officers, and directors.

 Committee
Charters

 Each
standing committee of the board of directors is governed by a charter adopted by the board.

 Availability
of Governance Documents

 The
Corporate Governance Guidelines, the Code of Conduct, and each of the Audit, Compensation, and Nominating and Corporate Governance Committee
charters are available on the Company's investor relations website, ir.sonimtech.com. We expect that any amendments to the Code
of Conduct, or any waivers of its requirements, will be disclosed on our website to the extent required by the applicable rules of the
SEC and The Nasdaq Stock Market LLC.

 Item
11. Executive Compensation.

 Our
named executive officers (or "NEOs") for the year ended December 31, 2023, consisted of three individuals:

 (i)

 Peter
 Liu, our current Chief Executive Officer, who served as our principal executive officer during the year ended December 31, 2023;

 (ii)

 Clay
 Crolius, our current Chief Financial Officer, who was serving as our executive officer at the end of the fiscal year ended December
 31, 2023; and

 (iii)

 Charles
Becher, our Chief Commercial Officer, who was serving as our executive officer at the end of the fiscal year ended December 31, 2023.

 Summary
Compensation Table

 The
following table sets forth information regarding compensation earned during the years ended December 31, 2023 and December 31, 2022 by
our NEOs.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($) (1)

 Option
 Awards
 ($) (1)

 All Other
 ($)

 Total

($)

 Peter Hao Liu

 2023

 $
 450,000

 $
 180,000

 $
 —

 $
 —

 $
 47,226
 (2)

 $
 677,226

 Chief Executive Officer

 2022

 $
 396,250

 $
 —

 $
 —

 $
 1,501,393

 $
 89,319
 (2)

 $
 1,986,962

 Clay Crolius

 2023

 $
 323,750

 $
 96,000

 $
 —

 $
 157,520

 $
 —

 $
 577,270

 Chief Financial Officer

 2022

 $
 129,343

 $
 41,250

 $
 —

 $
 —

 $
 214,320
 (3)

 $
 384,913

 Charles Becher

 2023

 $
 400,000

 $
 275,000

 $
 —

 $
 —

 $
 —

 $
 675,000

 Chief
Commercial Officer and General Manager of North America

 2022

 $
 137,990

 $
 —

 $
 —

 $
 149,600

 $
 —

 $
 287,590

 (1)

 This column
 reflects the full grant date fair value for stock awards or options, respectively, granted during the fiscal year as measured pursuant
 to ASC Topic 718 as stock-based compensation in our consolidated financial statements. The grant date fair value of stock awards
 was based on the closing price per share of our common stock on the applicable grant date. These amounts do not necessarily correspond
 to the actual value that may be recognized from the stock options and stock awards by the NEOs.

 (2)

 Amount reported primarily
 consists of a housing and car allowance for Mr. Liu.

 (3)

 Amount reported consists
 of payments to an agency and payments directly to Mr. Crolius for Mr. Crolius' consulting services.

 Outstanding
Equity Awards as of December 31, 2023

 The
following tables provide information about outstanding equity awards held by each of our named executive officers as of December 31,
2023. Awards for the named executive officers were granted under our 2019 Equity Incentive Plan.

 Option Awards (1)

 Stock Awards (1)

 Name

 Grant Date

 Number of

 Underlying

 Unexercised

 Options

 Exercisable

 (#)

 Number of

 Underlying

 Unexercised

 Options

 Unexercisable

 (#)

 Option

 Exercise

 Price

 ($)

 Option
 Expiration
 Date

 Number of

 Shares or

 Units of

 Stock that

 Have Not

 Vested

 (#)

 Market Value
 of Shares or
 Units of
 Stock that
 Have Not
 Vested
 ($)

 Peter Hao Liu

 6/30/2015

 —

 15.00

 06/29/2025

 —

 —

 12/2/2019

 5,000

 —

 24.80

 12/01/2029

 —

 —

 6/9/2020

 —

 —

 —

 —

 2,037
 (2)

 $
 1,497
 (3)

 11/18/2022

 505,409

 2,509,010
 (4)

 0.419

 10/26/2032

 —

 —

 Clay Crolius

 1/27/2023

 —

 100,000
 (5)

 0.494

 1/27/2033

 —

 —

 11/24/2023

 200,000
 (6)

 0.7

 11/24/2033

 —

 —

 Charles Becher

 11/18/2022

 —

 275,000
 (7)

 0.419

 10/26/2032

 —

 —

 (1)

 All
 vesting is subject to the recipient's continued service through the applicable vesting date and is subject to accelerated vesting
 in certain circumstances. For additional discussion, please see "Agreements with Our Named Executive Officers" and "Potential
 Payments upon Termination or Change in Control."

 (2)

 The
 shares underlying the RSUs will vest on June 9, 2024.

 (3)

 Based
 on the closing price of our common stock as reported on the Nasdaq Capital Market on December 29, 2023 ($0.7349).

 (4)

 The
 stock options vest in 10 equal quarterly installments beginning on January 14, 2024, and ending on April 14, 2026.

 (5)

 The
 stock options vest on January 27, 2024.

 (6)

 The
 stock options vest on November 24, 2024.

 (7)

 The
 stock options vest in 11 equal quarterly installments commencing on February 29, 2024, and ending on August 29, 2026.

 Agreements
with Our Named Executive Officers

 Set
forth below are descriptions of our employment agreements with our named executive officers. For a discussion of the severance pay and
other benefits to be provided in connection with a potential termination of employment and/or a change in control under the arrangements
with our named executive officers who were providing services to the Company as of December 31, 2021, see "Potential Payments upon
Termination or Change in Control."

 Mr.
Liu

 On
December 8, 2023, the Company entered an amended and restated employment agreement with Mr. Liu (the "Liu Employment Agreement"),
which superseded his previous employment arrangements. Under the Liu Employment Agreement, Mr. Liu receives an annual base salary of
$450,000. Additionally, Mr. Liu is eligible to participate in our 2019 Equity Incentive Plan (the "EIP") in connection with
Mr. Liu's equity awards. Mr. Liu received stock option grants (subject to applicable vesting periods), to purchase in the aggregate
a total of 4,014,419 shares of the Company's common stock (the "Options") granted pursuant to the EIP. Each Option
vests over four (4) years, with one-fourth (1/4th) of the shares underlying such Option vesting on the one-year anniversary of the date
of Mr. Liu's appointment as CEO, and one-twelfth (1/12th) of the shares underlying such Option vesting in quarterly installments
thereafter. The Options will have a maximum term of ten (10) years from each grant date and will terminate earlier upon the termination
of employment prior to the ten-year period. The Liu Employment Agreement has no specified term and is on an at-will basis and contains,
 inter alia, customary confidentiality, non-disparagement, and cooperation provisions.

 Mr.
Crolius

 On
December 8, 2023, the Company entered an amended and restated letter agreement with Mr. Crolius (the "Crolius Letter Agreement"),
which superseded his previous employment arrangements. The Crolius Letter Agreement delineates the terms of Mr. Crolius's employment:
he is entitled to a base salary of $320,000 per year (the "Crolius Base Salary"), a discretionary bonus, and other benefits
generally applicable to all employees of the Company. The Crolius Letter Agreement provides for the at-will employment of Mr. Crolius,
references the Company's policies, and contains other customary conditions. The Crolius Base Salary was conditioned to be retroactively
effective as of November 1, 2023, and Mr. Crolius is entitled to receive a lump sum payment of the difference between the Crolius Base
Salary and the base salary pursuant to his previous employment arrangements.

 Mr.
Becher

 On
August 23, 2022, the Company and Mr. Becher entered into a letter agreement (the "Becher Letter Agreement"), delineating
the terms of Mr. Becher's employment: he is entitled to a guaranteed cash compensation of $400,000 per year consisting of a base salary and a guaranteed minimum cash incentive compensation program, a discretionary bonus, and to other
benefits generally applicable to all employees of the Company. The Becher Letter Agreement provides for the at-will employment of Mr.
Becher, references the Company's policies, and contains other customary conditions. The Becher Letter Agreement provides for variable
compensation and a cash bonus plan and also entitles Mr. Becher to receive options to purchase shares of our common stock (the "Becher
Options") as follows:

 (i)

 400,000
 options to purchase shares of our common stock vesting with respect to 25% of such options on the one-year anniversary of August
 29, 2022, and the remainder vesting in equal quarterly installments thereafter, each installment equal to 1/16 of the 400,000 options;
 and

 (ii)

 100,000
 options to purchase shares of our common stock per year over a four-year period, in the event that revenue targets are achieved,
 as determined by the board of directors.

 The
Becher Options are subject to the terms and conditions of the EIP.

 Potential
Payments upon Termination or Change in Control

 Pursuant
to the Liu Employment Agreement, if we terminate Mr. Liu's employment without cause at any time up to the six-month anniversary
of the closing of a change in control, we must pay Mr. Liu a sum equivalent to six (6) months of his base salary in effect as of his
termination date, less required and designated payroll deductions and withholdings. Pursuant to the Crolius Letter Agreement, if we terminate
Mr. Crolius's employment without cause at any time up to the six-month anniversary of the closing of a change in control, we must
pay Mr. Crolius a sum equivalent to six (6) months of his base salary in effect as of his termination date, less required and designated
payroll deductions and withholdings. The severance payments to Mr. Liu and Mr. Crolius are subject to customary conditions.

 Pension
Benefits

 Our
named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by
us during 2023.

 Nonqualified
Deferred Compensation

 Our
named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us
during 2023.

 Employee
Benefit Plans

 We
believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial
interests of our executive officers with the financial interests of our stockholders. In addition, we believe that our ability to grant
options and other equity-based awards helps us to attract, retain and motivate executive officers and encourages them to devote their
best efforts to our business and financial success. Vesting of equity awards (other than awards granted in lieu of cash salary or bonus)
is generally tied to continuous service with us and serves as an additional retention measure. Our executive officers generally are awarded
an initial new hire grant upon commencement of employment.

 Each of our
named executive officers currently employed by us holds equity awards under our 2019 Equity Incentive Plan that were granted subject
to the general terms thereof and the applicable forms of award agreement thereunder. The specific vesting terms of each named
executive officer's equity awards are described under " Outstanding Equity Awards as of December
31, 2023. "

 Prior
to our initial public offering, we granted all equity awards pursuant to our 2012 Equity Incentive Plan. We currently grant all equity
awards pursuant to our 2019 Equity Incentive Plan. All options are granted with a per share exercise price equal to no less than the
fair market value of a share of our common stock on the date of the grant. All options have a maximum term of up to 10 years from the
date of grant, subject to earlier expiration following the cessation of an executive officer's continuous service with us.

 Options
generally remain exercisable for three months following an executive officer's termination, except in the event of a termination
for cause or due to disability or death. Restricted stock unit awards ("RSUs") generally vest annually over 4 years (other
than awards granted in lieu of cash salary or bonus, which may be vested at grant), subject to the continued service with us through
each vesting date.

 Health
and Welfare Benefits

 We
pay premiums for medical insurance, dental insurance, and vision insurance for all full-time employees, including our named executive
officers. These benefits are available to all full-time employees, subject to applicable laws.

 401(k)
Plan

 We
maintain a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a
tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax, or after-tax, basis, up to the statutorily prescribed
annual limits on contributions under the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Contributions are allocated to each participant's individual account and are then
invested in selected investment alternatives according to the participants' directions. Employees are immediately and fully vested
in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan's related
trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan
are deductible by us when made, and contributions and earnings on those amounts are not taxable to the employees until withdrawn or distributed
from the 401(k) plan. We currently provide a matching contribution under the 401(k) plan.

 The
following table sets forth information regarding compensation earned during the year ended December 31, 2023, by our non-employee directors
who served as directors during such year. Mr. Liu, our Chief Executive Officer, serves on our board of directors but does not receive
compensation for his service as a director and the compensation paid to Mr. Liu for his service as an employee during the year ended
December 31, 2023, is set forth in the "Summary Compensation Table" above. Mr. Howe and Mr. Principe each served as a director
until the 2023 annual meeting of our stockholders on September 28, 2023.

 Name

 Fees earned or
 Paid in Cash
 ($)

 Stock
 awards (1)
 ($)

 Option
 awards (1)
 ($)

 Total
 ($)

 Current Directors

 Michael Mulica (3)

 63,125

 60,000
 (2)

 —

 123,125

 Jeffrey Wang (3)

 53,750

 60,000
 (2)

 —

 113,750

 Jack Steenstra (3)

 55,000

 60,000
 (2)

 —

 115,000

 James Cassano (3)

 55,000

 60,000
 (2)

 —

 115,000

 Former Directors

 Alan Howe

 38,125

 —

 —

 38,125

 Jose C. Principe

 26,250

 —

 —

 26,250

 (1)

 This column
 reflects the full grant date fair value for stock awards granted during the year ended December 31, 2023 as measured pursuant to
 ASC Topic 718 as stock-based compensation in our consolidated financial statements. The grant date fair value of stock awards was
 based on the closing price per share of our common stock on the applicable grant date. These amounts do not necessarily correspond
 to the actual value that may be recognized from the stock awards by the non-employee directors.

 (2)

 Following the
 2023 annual meeting of the Company's stockholders, each non-employee director was awarded 89,525 RSUs on September 28, 2023
 having a grant date fair value of $60,000.

 (3)

 As of December
 31, 2023, each non-employee director held the following number of unvested RSUs:

 (i)

 Mr. Mulica — 89,525; and

 (ii)

 Mr. Wang, Mr. Steenstra, and Mr. Cassano — 152,073.

 Non-Employee
Director Compensation Policy

 We
maintain a non-employee director compensation policy pursuant to which our non-employee directors are eligible to receive compensation
for service on our board of directors and committees of our board of directors. Our board of directors or Compensation Committee may
amend the non-employee director compensation policy from time to time. Effective as of January 1, 2024, our board of directors amended
and restated the Non-Employee Director Compensation Policy.

 Equity

 Each
new non-employee director who joins our Board of Directors is granted an initial award of RSUs under the EIP, having a grant date fair
market value of $60,000. If a non-employee director is appointed or elected to our board of directors other than in connection with an
annual meeting of stockholders, then such non-employee director shall be awarded the full initial grant upon such non-employee director's
appointment or election, and the annual grant to be awarded to such non-employee director at the first annual meeting of stockholders
following such appointment or election shall be pro-rated for the number of months served prior to such annual meeting of stockholders.

 Each
of our non-employee directors continuing to serve on the board of directors also receives an annual equity award of RSUs under the EIP.
On September 28, 2023, Messrs. Mulica, Cassano, Steenstra, and Wang each received an RSU grant of 89,525 RSUs, having a grant date fair
value of $60,000, vesting in one installment on the earlier of the first anniversary of the grant date or immediately prior to the 2024
annual meeting of stockholders.

 The
non-executive chairperson of our board of directors receives an additional annual equity award of RSUs having a grant date fair market
value of $50,000 under the EIP.

 Each
RSU award granted under the policy will fully vest upon a change of control or the non-employee director's death or disability.

 Cash

 Each
non-employee director receives an annual cash retainer of $35,000 for serving on our board of directors. The non-executive chairperson
of our board of directors receives an additional annual cash retainer of $50,000.

 The
chairperson and members of the three principal standing committees of our board of directors are entitled to the following annual cash
retainers:

 Board Committee

 Chairperson Fee

 Member Fee

 Audit Committee

 $
 15,000

 $
 7,500

 Compensation Committee

 $
 10,000

 $
 5,000

 Nominating and Corporate Governance Committee

 $
 7,500

 $
 3,750

 All
annual cash compensation amounts will be payable in equal quarterly installments in arrears, pro-rated based on the days served in the
applicable fiscal quarter.

 We
also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors for their attendance at meetings of our board
of directors or any committee thereof.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth certain information with respect to the beneficial ownership of our capital stock as of April 5, 2024 for:

 each
 of our named executive officers;

 each
 of our directors;

 all
 of our current directors and executive officers as a group; and

 each
 person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.

 We
have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment
power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table
have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws
where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of
Sections 13(d) and 13(g) of the Securities Act.

 We
have based our calculation of the percentage of beneficial ownership on 43,206,083 shares of our common stock outstanding as of April
5, 2024. In accordance with SEC rules, we have deemed shares of our common stock subject to stock options that are currently exercisable
or exercisable within sixty (60) days of April 5, 2024 and shares of our common stock underlying RSUs that are currently releasable or
releasable within sixty (60) days of April 5, 2024 to be outstanding and to be beneficially owned by the person holding the common stock
options or RSUs for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however,
for the purpose of computing the percentage ownership of any other person.

 Unless
otherwise indicated, the address of each beneficial owner listed in the table below is c/o Sonim Technologies, Inc., 4445 Eastgate Mall,
Suite 200, San Diego, CA 92121. The information provided in the table is based on our records, information filed with the SEC, and information
provided to us, except where otherwise noted.

 Shares Beneficially Owned

 Beneficial Owner Name

 Number

 Percentage

 Directors and Named Executive Officers

 James Cassano

 79,007

 *

 Peter Liu (1)

 3,068,671

 6.94
 %

 Mike Mulica

 229,025

 *

 Jack Steenstra

 79,007

 *

 Jeffrey Wang (2)

 19,542,459

 45.23
 %

 Clay Crolius (3)

 186,700

 *

 Charles Becher (4)

 283,227

 *

 All current executive officers and directors as a group (7 persons)

 23,468,096

 52.89
 %

 Five Percent Holders

 AJP Holding Company, LLC (5)

 19,463,452

 45.05
 %

 *

 Represents
 beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.

 (1)

 options to 1,012,878 shares of common stock exercisable within 60 days of April 5, 2024.

 (2)

 19,463,452 shares of common stock held by AJP Holding Company, LLC ("AJP"). Mr. Wang is the sole manager of AJP and disclaims
 beneficial ownership of such shares except to the extent of his pecuniary interest therein.

 (3)

 options to 100,000 shares of common stock exercisable within 60 days of April 5, 2024.

 (4)

 options to 50,000 shares of common stock exercisable within 60 days of April 5, 2024.

 (5)

 Mr.
 Wang is the sole manager of AJP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest
 therein. Address of AJP is P.O. Box 2729 Sunnyvale, CA 94087.

 Equity
Compensation Plan Information

 The
following table provides certain information with respect to all of Sonim's equity compensation plans in effect as of December
31, 2023:

 Plan Category

 Number of
 to be Issued upon
 Exercise of
 Outstanding
 Options,
 Warrants and Rights
 (a)

 Weighted-Average
 Exercise Price of
 Outstanding
 Options,
 Warrants and
 Rights
 (b)

 Number of Securities
 Remaining Available for Future
 Issuance Under Equity
 Compensation Plans (Excluding
 Securities Reflected in Column (a))
 (c)

 Equity compensation plans approved by security holders

 5,828,228
 (1)

 $
 0.9267
 (2)

 2,001,465
 (3)

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 5,828,228

 $
 0.9267

 2,001,465

 (1)

 The
 aggregate number consists of the following:

 (i)
 22,672 shares subject to options to purchase common stock issued pursuant to our 2012 Equity Incentive Plan as of December 31, 2023,

 (ii)
 5,123,710 shares subject to options to purchase common stock issued pursuant to our 2019 Equity Incentive Plan as of December 31,
 2023, and

 (iii)
 681,846 shares issuable upon vesting of outstanding RSUs issued pursuant to our 2019 Equity Incentive Plan as of December 31, 2023.

 (2)

 This weighted average exercise
 price does not reflect shares that will be issued upon the vesting of outstanding RSUs.

 (3)

1,843,128 shares authorized for future issuance under our 2019 Equity Incentive Plan and 158,337 shares authorized for future issuance
under our 2019 Employee Stock Purchase Plan as of December 31, 2023.

 Under
the 2019 Employee Stock Purchase Plan, the number of shares of common stock reserved for issuance automatically increases on January
1 of each calendar year for 10 years, starting January 1, 2020, and ending on, and including, January 1, 2029, in an amount equal to
the lesser of 1% of the total number of shares of capital stock outstanding on December 31st of the prior calendar year, and (ii) 50,000
shares, unless the Board of Directors or Compensation Committee determines prior to such date that there will be a lesser increase, or
no increase. Effective January 1, 2024, 50,000 additional shares were added to the 2019 Employee Stock Purchase Plan, provided that such
shares have not been registered by means of filing a Registration Statement on Form S-8.

 Under
the 2019 Equity Incentive Plan, the number of shares subject to outstanding stock options or other stock awards that were granted under
the 2012 Option Plan that are forfeited, terminated, expire, or are otherwise not issued are available for issuance. Additionally, the
number of shares of common stock reserved for issuance under the 2019 Equity Incentive Plan automatically increases on January 1 of each
calendar year for 10 years, starting January 1, 2020 and ending on and including January 1, 2029, in an amount equal to 5% of the total
number of shares of capital stock outstanding on December 31 of the prior calendar year, unless the board of directors or Compensation
Committee determines prior to the date of increase that there will be a lesser increase, or no increase. Effective January 1, 2024, 2,154,054
additional shares were added to the 2019 Equity Incentive Plan. Subject to certain express limits of the 2019 Equity Incentive Plan,
shares available for award purposes under the 2019 Equity Incentive Plan generally may be used for any type of award authorized under
that plan, including options, stock appreciation rights, restricted stock, RSUs, performance-based stock or cash awards or other similar
rights to purchase or acquire shares of our common stock.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Policies
and Procedures for Related Party Transactions

 We
have a written Related-Person Transactions Policy that sets forth the Company's policies and procedures regarding the identification,
review, consideration and approval or ratification of "related-persons transactions." For purposes of the Company's
policy only, a "related-person transaction" is a transaction, arrangement or relationship (or any series of similar transactions,
arrangements, or relationships) in which the Company and any "related person" are participants involving an amount that exceeds
$120,000. Transactions involving compensation for services provided to the Company as an employee, director, consultant, or similar capacity
by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder
of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.

 Under
the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the
proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent
body of the board of directors) for consideration and approval or ratification. The presentation must include a description of, among
other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction
and whether any alternative transactions were available. To identify related-person transactions in advance, the Company relies on information
supplied by its executive officers, directors and certain significant stockholders. In considering related-person transactions, the Audit
Committee takes into account the relevant available facts and circumstances including, but not limited to:

 (a)
the risks, costs and benefits to the Company;

 (b)
the impact on a director's independence in the event the related person is a director, immediate family member of a director or
an entity with which a director is affiliated;

 (c)
the terms of the transaction;

 (d)
the availability of other sources for comparable services or products; and

 (e)
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

 In
the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations
and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee
consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company
and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.

 Related
Party Transactions

 The following is a description of transactions
since January 1, 2021, to which we have been a participant and in which (i) the amount involved exceeded or will exceed the lesser
of $120,000 or one percent of the average of our total assets as of December 31, 2023, 2022 and 2021, and (ii) any of our directors,
executive officers or holders of more than 5% of our common stock, or any members of their immediate family, had or will have a
direct or indirect material interest, other than compensation arrangements which are described in the sections titled " Executive
Compensation " and " Management—Non-Employee Director Compensation."

 Subscription
Agreement and Corollary Arrangements

 Subscription
Agreement

 On
April 13, 2022, the Company entered into a Subscription Agreement (the "Subscription Agreement") with AJP Holding Company,
LLC, a Delaware limited liability company (the "Purchaser"), pursuant to which Purchaser agreed to purchase from the Company
an aggregate of 20,833,333 shares of the Company's common stock for a purchase price of $17,500,000 (the "Purchased Shares").
As of the date of the Subscription Agreement, Mr. Peter Liu, who then served as Sonim's Executive VP for Global Operations and
Engineering, was appointed Chief Executive Officer of Sonim. The Subscription Agreement additionally provided for the issuance of a certain
portion of the Purchased Shares to Mr. Liu rather than the Purchaser. Mr. Wang, currently the Chairman of the board of directors of the
Company, is the sole manager and the owner of 40% of the membership interests in the Purchaser.

 Insider
Voting Agreement

 In
connection with the Subscription Agreement, all then-members of the board of directors of the Company and Robert Tirva, then President,
Chief Financial Officer, and Chief Operating Officer of the Company, each as stockholders of the Company, entered into a Voting and Support
Agreement, dated April 13, 2022, with the Company and Purchaser whereby such stockholders agreed, among other things, to vote the shares
of common stock of the Company owned and/or controlled by such stockholder in favor of the adoption of the Subscription Agreement and
the transactions contemplated thereby, as well as such other matters set forth in the Voting and Support Agreements. Each Voting and
Support Agreement also contained a restriction on the transfer of shares of common stock of the Company, subject to limited exceptions.
Each Voting and Support Agreement terminated upon the First Closing, as defined in and as consummated pursuant to the Subscription Agreement
on July 13, 2022.

 Support
Agreements

 On
June 28, 2022, the Company held its special meeting of stockholders (the "Special Meeting"), whereby the stockholders of
the Company approved the Subscription Agreement and the transactions contemplated thereby by approximately 71.98% of the votes cast.
Following the Special Meeting, on July 13, 2022, the Company and the Purchaser consummated the First Closing.

 In
accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and the Purchaser entered into a support agreement
(the "Purchaser Support Agreement"), whereby the Purchaser agreed, among other things, to vote the shares of common stock
owned by Purchaser in favor of the election of Mr. Howe and Mr. Mulica, as well as such other matters set forth in the Purchaser Support
Agreement. The Purchaser Support Agreement also required, as a condition to the Purchaser transferring any shares of common stock owned
by the Purchaser, that the acquirer of such shares of common stock agree to be bound by the terms of the Purchaser Support Agreement.

 In
accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and Mr. Liu entered into a support agreement (the
"Designee Support Agreement"). The terms of the Designee Support Agreement were analogous to the terms of the Purchaser Support
Agreement, provided that the Designee Support Agreement extended its requirements solely to 952,381 shares of our common stock issued
during the First Closing rather than the entirety of the shares of common stock owned by Mr. Liu.

 Both
the Purchaser Support Agreement and the Designee Support Agreement were terminated at the Director End Time (as such term defined in
the Subscription Agreement) due to the formal conclusion of certain investigation relating to the Company by the SEC.

 Registration
Rights Agreement

 In
accordance with the terms of the Subscription Agreement, on July 13, 2022, the Company and the Purchaser entered into a registration
rights agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company is required
(among other things), within 30 days of the Second Closing (as defined in the Subscription Agreement), to file with the SEC a registration
statement to register the resale of all registrable securities held by Purchaser or any person that receives Registrable Securities (as
that term is defined in the Registration Rights Agreement) (each a "Holder"). The Company's obligation to register
the Registrable Securities for sale under the Securities Act of 1933 terminates upon the first to occur of (i) the date that is five
years from the effective date of the shelf registration statement filed by the Company pursuant to the Registration Rights Agreement,
(ii) the date on which all Holders can sell shares of common stock of the Company under Rule 144 without volume restrictions, and (iii)
the date on which no registrable securities are held by any Holder.

 Limitation
of Liability and Indemnification of Officers and Directors

 The
Company provides indemnification for its directors and officers so that they will be free from undue concern about personal liability
in connection with their service to the Company. Under the Company's bylaws, the Company is required to indemnify its directors
and officers to the extent not prohibited under Delaware or other applicable law. The Company has also entered into indemnity agreements
with its executive officers and directors. These agreements provide, among other things, that the Company will indemnify the officer
or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements
he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position
as a director, officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company's
bylaws.

Independence

 As
required by applicable rules of Nasdaq and our Corporate Governance Guidelines, a majority of the members of our board of directors qualify
as "independent," as affirmatively determined by the board of directors.

 In
making these determinations, our board of directors considered certain relationships and transactions that occurred in the ordinary course
of business between the Company and entities with which some of our directors are or have been affiliated. The board of directors determined
that such transactions would not impair the particular director's independence or interfere with the exercise of independent judgment
in carrying out director responsibilities.

 Our
board of directors undertook a review of the independence of each director and considered whether any director has a material relationship
that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities as a director.
After review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company,
its senior management and its independent registered public accounting firm, the board of directors affirmatively determined that all
of our directors are independent directors within the meaning of the applicable Nasdaq listing standards, except for Mr. Liu, who serves
as our Chief Executive Officer.

 Item
14. Principal Accountant Fees and Services.

 Moss
Adams LLP (Campbell, CA, PCAOB ID: 659), who performed our audit services for fiscal year 2023 including an audit of the consolidated
financial statements and services related to filings with the SEC, has served as our independent registered public accounting firm since
2013.

 The
following table presents fees for professional audit services rendered by Moss Adams LLP for the audit of our annual financial statements
for fiscal 2023 and fiscal 2022, and fees billed for other services rendered by Moss Adams LLP during fiscal 2023 and fiscal 2022.

 Type of Fees

 Fees for Fiscal 2023

 Fees for Fiscal 2022

 Audit Fees (1)

 $
 724,500

 $
 759,250

 Audit-Related Fees (2)

 $
 63,000

 $
 25,750

 Tax Fees (3)

 $
 73,816

 $
 67,580

 All Other Fees

 —

 —

 Total Fees

 $
 861,316

 $
 852,580

 (1)

 Audit Fees
 consist of fees for professional services rendered for the audit of our consolidated financial statements included in our annual
 report, and the review of our interim consolidated financial statements included in our quarterly reports.

 (2)

 Services in connection
 with our Registration Statements on Form S-3 and Form S-8.

 (3)

 Tax Fees consist of fees
 for tax compliance and tax advice.

 The
Audit Committee must pre-approve all audit related services and permissible non-audit services (unless in compliance with exceptions
available under applicable laws and rules related to immaterial aggregate amounts of services) provided by our independent registered
public accounting firm. However, the Audit Committee may delegate preapproval authority to one or more committee members so long as any
such preapproval decisions are presented to the full committee at the next scheduled meeting.

 All
services rendered by Moss Adams LLP, our independent registered public accounting firm, during fiscal 2023 and fiscal 2022 were pre-approved
by the Audit Committee in accordance with the audit committee pre-approval policy.

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules.

 The
following documents are filed as part of this report:

 1.

 Financial
 Statements. The following consolidated financial statements and related documents are filed as part of this report: See Part
 II, Item 8 of the Original Form 10-K.

 2.

 Financial Statement
 Schedules. Schedules are omitted because they are not required or applicable, or the required information is included in the
 Financial Statements or related notes.

 3.

 Exhibits. The Exhibits
 listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report.

 Exhibit

 Incorporation
 by Reference

 Exhibit

 Number

 Exhibit
 Description

 Form

 File
 No.

 Exhibit

 Filing
 Date

 3.1

 Amended
 and Restated Certificate of Incorporation of the Registrant

 3.1

 May 17, 2019

 3.2

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation

 3.1

 September 15, 2021

 3.3

 Amended
 and Restated Bylaws of the Registrant

 3.1

 November 8, 2021

 4.1

 Form
 of Common Stock Certificate of the Registrant

 S-1/A

 333-230887

 4.1

 April 29, 2019

 4.2

 Description
 of the Registrant's Securities

 4.4

 March 27, 2020

 10.1

 2012
 Equity Incentive Plan and forms of agreements thereunder

 S-1

 333-230887

 10.1

 April 15, 2019

 10.2

 Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended and restated as of September 28, 2023

 10.1

 September 28, 2023

 10.3

 2019
 Employee Stock Purchase Plan

 S-1/A

 333-230887

 10.3

 April 29, 2019

 10.4

 Form
 of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers

 S-1

 333-230887

 10.4

 April 15, 2019

 10.5+

 Frame
 Purchase Agreement dated December 18, 2020 by and between Sonim Technologies, Inc. and Dongguan Unicair Communication Technology
 Co. Ltd.

 10.1

 December 18, 2020

 10.6+

 Asset
 Purchase & Employee Transfer Agreement dated December 22, 2020 by and among Sonim Technologies (India) Private Limited and Coforge
 Ltd.

 10.1

 December 29, 2020

 10.7+

 ODM
 Services Agreement dated February 26, 2021 by and among Sonim Technologies, Inc. and FIH (Hong Kong) Limited

 10.1

 March 4, 2021

 10.8

 Non-Employee Director Compensation Policy dated as of January 1, 2024

 10.08

 10.9+

 Subscription
 Agreement, dated as of April 13, 2022, by and between Sonim Technologies, Inc. and AJP Holding Company, LLC

 10.1

 April 14, 2022

 10.10

 Retention
 and Separation Agreement, dated as of April 13, 2022, by and between Sonim Technologies, Inc. and Robert Tirva

 10.16

 May 2, 2022

 10.11

 Release
 Agreement dated as of July 13, 2022, by and between Sonim Technologies, Inc. and Robert Tirva

 10.3

 July 13, 2022

 10.12 +

 Amended and restated letter agreement, dated as of December 8, 2023, by and between Sonim Technologies, Inc. and Clay Crolius

 10.2

 December 11, 2023

 10.13

 Registration
 Rights Agreement, dated as of July 13, 2022, by and between Sonim Technologies, Inc. and AJP Holding Company, LLC

 10.5

 July 13, 2022

 10.14 +

 Amended
 and restated letter agreement, dated as of December 8, 2023, by and between Sonim Technologies, Inc. and Hao (Peter) Liu

 10.1

 December 11, 2023

 10.15

 Employment Agreement, dated as of August 23, 2022, by and between Sonim Technologies, Inc. and Charles Becher

 10-K/A

 10.19

 May 1, 2023

 10.16

 Consulting Agreement by and between the Company and Alan Howe dated as of August 8, 2023

 10.1

 August 9, 2023

 21.1

 Subsidiaries
 of the Registrant

 21.1

 March 20, 2023

 23.1

 Consent
 of Independent Registered Public Accounting Firm

 23.1

 31.1

 Certification
 of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002

 31.1

 31.2

 Certification
 of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 31.3*

 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.4*

 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.1

 32.2

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 97.1

 Sonim Technologies, Inc. Clawback Policy for Incentive-based Compensation effective as of October 2, 2023

 97.1

 101.INS

 101.INS

 101.SCH

 101.SCH

 101.CAL

 101.CAL

 101.DEF

 101.DEF

 101.LAB

 101.LAB

 101.PRE

 101.PRE

 *

 Filed
 herewith

 Indicates a management
 contract or compensatory plan or arrangement

 +

 Schedules and certain portions
 of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Sonim Technologies,
 Inc.

 Date: April 26, 2024

 By:

 /s/
 Clay Crolius

 Clay Crolius

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)