Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
SONIM TECHNOLOGIES INC (Name of Issuer) |
common stock, $0.001 par value (Title of Class of Securities) |
83548F309 (CUSIP Number) |
Arthur Marcus Esq Sichenzia Ross Ference Carmel, 1185 Avenue of the Americas, 31st floor New York, NY, 10036 212-930-9700 Richard F. Langan, Jr., Esq Nixon Peabody LLP, 55 West 46th Street New York, NY, 10036 (212) 940-3000 Conrad Adkins, Esq Nixon Peabody LLP, 55 West 46th Street New York, NY, 10036 (212) 940-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 83548F309 |
| 1 |
Name of reporting person
AJP Holding Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Beneficial ownership of the shares of common stock owned by AJP Holding Company, LLC are also attributable to (i) Jeffrey Wang, the sole manager of AJP Holding Company, LLC; (ii) Mr. Wang directly holds 25,779 shares of common stock, the shares are the result of restricted stock units granted by Sonim Technologies, Inc. in accordance with its equity plan; (iii) Orbic North America, LLC; (iv) Ashima Narula, the sole member and manager of Orbic North America, LLC.; and (v) Parveen Narula, the Chief Executive Officer of Orbic North America, LLC. and, thus, are reported by more than one Reporting Person pursuant to Rule 13d-3 under the Act. (2) Percentage calculated based on 10,301,563 shares of common stock outstanding (which is based on the amounts reported in Sonim's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and Current Report on Form 8-K filed on May 16, 2025.
SCHEDULE 13D
|
| CUSIP No. | 83548F309 |
| 1 |
Name of reporting person
Jeffrey Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,972,124.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts in Rows 9 and 11 reflect a correction to the number of shares originally reported in the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 18, 2025. (1) Beneficial ownership of the shares of common stock owned by AJP Holding Company, LLC are also attributable to: (i) Jeffrey Wang, the sole manager of AJP Holding Company, LLC; (ii) Mr. Wang directly holds 25,779 shares of common stock, the shares are the result of restricted stock units granted by Sonim Technologies, Inc. in accordance with its equity plan; (iii) Orbic North America, LLC; (iv) Ashima Narula, the sole member and manager of Orbic North America, LLC.; and (v) Parveen Narula, the Chief Executive Officer of Orbic North America, LLC., and, thus, are reported by more than one Reporting Person pursuant to Rule 13d-3 under the Act. (2) Percentage calculated based on 10,301,563 shares of common stock outstanding (which is based on the amounts reported in Sonim's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and Current Report on Form 8-K filed on May 16, 2025.
SCHEDULE 13D
|
| CUSIP No. | 83548F309 |
| 1 |
Name of reporting person
Orbic North America, LLC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,947,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Beneficial ownership of the shares of common stock owned by AJP Holding Company, LLC are also attributable to: (i) Jeffrey Wang, the sole manager of AJP Holding Company, LLC; (ii) Mr. Wang directly holds 25,779 shares of common stock, the shares are the result of restricted stock units granted by Sonim Technologies, Inc. in accordance with its equity plan; (iii) Orbic North America, LLC; (iv) Ashima Narula, the sole member and manager of Orbic North America, LLC.; and (v) Parveen Narula, the Chief Executive Officer of Orbic North America, LLC., and, thus, are reported by more than one Reporting Person pursuant to Rule 13d-3 under the Act. (2) Percentage calculated based on 10,301,563 shares of common stock outstanding (which is based on the amounts reported in Sonim's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and Current Report on Form 8-K filed on May 16, 2025.
SCHEDULE 13D
|
| CUSIP No. | 83548F309 |
| 1 |
Name of reporting person
Ashima Narula | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,947,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Beneficial ownership of the shares of common stock owned by AJP Holding Company, LLC are also attributable to: (i) Jeffrey Wang, the sole manager of AJP Holding Company, LLC; (ii) Mr. Wang directly holds 25,779 shares of common stock, the shares are the result of restricted stock units granted by Sonim Technologies, Inc. in accordance with its equity plan; (iii) Orbic North America, LLC; (iv) Ashima Narula, the sole member and manager of Orbic North America, LLC.; and (v) Parveen Narula, the Chief Executive Officer of Orbic North America, LLC., and, thus, are reported by more than one Reporting Person pursuant to Rule 13d-3 under the Act. (2) Percentage calculated based on 10,301,563 shares of common stock outstanding (which is based on the amounts reported in Sonim's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and Current Report on Form 8-K filed on May 16, 2025.
SCHEDULE 13D
|
| CUSIP No. | 83548F309 |
| 1 |
Name of reporting person
Parveen Narula | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,947,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Beneficial ownership of the shares of common stock owned by AJP Holding Company, LLC are also attributable to: (i) Jeffrey Wang, the sole manager of AJP Holding Company, LLC; (ii) Mr. Wang directly holds 25,779 shares of common stock, the shares are the result of restricted stock units granted by Sonim Technologies, Inc. in accordance with its equity plan; (iii) Orbic North America, LLC; (iv) Ashima Narula, the sole member and manager of Orbic North America, LLC.; and (v) Parveen Narula, the Chief Executive Officer of Orbic North America, LLC., and, thus, are reported by more than one Reporting Person pursuant to Rule 13d-3 under the Act. (2) Percentage calculated based on 10,301,563 shares of common stock outstanding (which is based on the amounts reported in Sonim's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and Current Report on Form 8-K filed on May 16, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
common stock, $0.001 par value | |
| (b) | Name of Issuer:
SONIM TECHNOLOGIES INC | |
| (c) | Address of Issuer's Principal Executive Offices:
4445 Eastgate Mall, Suite 200, 55 West 46th Street, San Diego,
CALIFORNIA
, 9212. | |
Item 1 Comment:
Introductory Statement: This Amendment No. 7 (this "Amendment "), being filed by AJP Holding Company, LLC ("AJP"), Jeffrey Wang, Orbic North America, LLC ("Orbic"), Ashima Narula and Parveen Narula, the ("Reporting Persons"), amends and supplements the (i) Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 19, 2022, (ii) the Amendment No. 1 to Schedule 13D filed with the SEC on October 25, 2022, (iii) the Amendment No. 2 to the Schedule 13D filed with the SEC on January 17, 2025, (iv) the Amendment No. 3 to the Schedule 13D filed with the SEC on March 18, 2025, (v) the Amendment No. 4 to the Schedule 13D filed with the SEC on March 24, 2025, (vi) the Amendment No. 5 to the Schedule 13D filed with the SEC on March 31, 2025, (vii) the Amendment No. 6 to the Schedule 13D filed with the SEC on April 10, 2025, (viii) the Amendment No. 7 to the Schedule 13D filed with the SEC on April 16, 2025 and Amendment No. 8 to the Schedule 13D filed with the SEC on April 24, 2025 (collectively, the "Schedule 13D"). This Schedule 13D relates to the shares of common stock (the "Common Stock") of Sonim Technologies Inc., a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Orbic expects to fund the proposal (as defined below) using cash on hand, along with financing from Capstone Project Finance, LLC ("Capstone"). The foregoing description of the financing does not purport to be complete and is qualified in its entirety by reference to the full text of the financing support letter attached hereto as Exhibit 99.2, which is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On May 16, 2025, Orbic submitted a revised non-binding proposal (the "Proposal") to acquire the Issuer in a business combination in which the Issuer's stockholders would receive a cash purchase price of $1.81 per share. The Proposal is subject to the terms and conditions as described therein. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of such proposal attached hereto as Exhibit 99.3, which is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons dated March 18, 2025. Exhibit 99.2 Capstone Project Finance, LLC Letter, dated April 11, 2025. Exhibit 99.3 Letter to Sonim Technologies, Inc. Board of Directors, dated May 16, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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