As filed with the Securities and Exchange Commission on July 2, 2020March 18, 2021

Registration Statement No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SONIM TECHNOLOGIES, INC.

(Exact name of Registrantregistrant as Specifiedspecified in its Charter)charter)

6836 Bee Cave Road,

Building Bldg. 1, Suite 279S#279

Austin, TX 78746

(650) 378-8100

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Thomas W. Wilkinson

Chief Executive Officer

Sonim Technologies, Inc.

6836 Bee Cave Road,

Building 100, Suite 279 Bldg. 1, S#279

Austin, Texas 787

(650) 378-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CopiesCopy to:

Jon GavenmanC. Brophy Christensen, Esq.

CooleyO’Melveny & Myers LLP

3175 Hanover StreetTwo Embarcadero Center, 28^th Floor

Palo Alto,San Francisco, California 9430494111

(650)(415) 843-5000984-8700

From time to time after the effective date of this Registration Statement.Statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this formForm 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 formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Securities Exchange Act.Act of 1934:

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.  ☐

CALCULATION OF REGISTRATION FEE

The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholdersThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities andnor does it is not solicitingseek an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 2, 2020MARCH 18, 2021

PRELIMINARY PROSPECTUS

8,226,834 shares of

Sonim Technologies, Inc.

$50,000,000

Common Stock

This prospectus covers thePreferred Stock

Debt Securities

Warrants

Rights

Units

From time to time, we may offer and resale bysell up to $50,000,000 in aggregate of the selling stockholders identifiedsecurities described in this prospectus of up to an aggregate of 8,226,834 shares of our common stock.

We are not sellingseparately or together in any shares of common stock under this prospectuscombination, in one or more classes or series, in amounts, at prices and on terms that we will not receive any proceeds from the sale of shares by the selling stockholders. We are paying the cost of registering the shares covered by this prospectus as well as various related expenses. Each selling stockholder is responsible for all of its respective selling commissions, transfer taxes and other costs related to the offer and sale of the shares covered by this prospectus.

Sales of the shares by the selling stockholders may occur at fixed prices, at market prices prevailingdetermine at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasersoffering.

This prospectus provides a general description of the shares, or both. If required, the numbersecurities we may offer. We may provide specific terms of sharessecurities to be sold, the public offering priceoffered in one or more supplements to this prospectus. We may also provide a specific plan of those shares, the names ofdistribution for any underwriters, broker-dealers or agents and any applicable commission or discount willsecurities to be includedoffered in a supplement toprospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. You should carefully read this prospectus called aand the applicable prospectus supplement.supplement, together with any documents incorporated by reference herein, before you invest in our securities.

Our common stock is listed on The Nasdaq GlobalCapital Market under the symbol “SONM.” On June 29, 2020,March 17, 2021, the last reported sale price of our common stock was $0.80$0.99 per share. The applicable prospectus supplement will contain information, where applicable, as to the listing of any other securities covered by the prospectus supplement other than our common stock on the NYSE American or any other securities exchange.

Investing in any of our common stocksecurities involves a high degree of risk. Before making an investment decision, pleasePlease read carefully the information undersection entitled “Risk Factors” beginning on page 45 of this prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and under similar headings in our Annual Report on Form10-K for the fiscal year ended December 31, 2019information included and our Quarterly Report on Form10-Q for the quarterly period ended March 31, 2020, which have been filed with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this prospectus and in the other documents that are filed after the date hereof and incorporated by reference into this prospectus. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements.

Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2020

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

You should readThis prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this prospectus,shelf registration process, we may, from time to time, sell any applicable prospectus supplement andcombination of the documents incorporated by referencesecurities described in this prospectus before making an investment decision. Youin one or more offerings up to a total aggregate offering price of $50,000,000.

This prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement, you should also read and considerrely on the information in the documents to which we have referredaccompanying prospectus supplement.

Before purchasing any securities, you in the sections ofshould carefully read both this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Informationany prospectus supplement, together with the additional information described under the heading “Information We Incorporate by Reference.”

You should rely only on the information contained in or incorporated by reference in this prospectus, (as supplementedany prospectus supplement and any free writing prospectus prepared by or amended). We and the selling stockholderon behalf of us or to which we have notreferred you. Neither we nor any underwriters have authorized anyoneany other person to provide you with different information. This prospectusIf anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may be used only in jurisdictions where offers and sales of these securities are permitted. Thegive you. You should assume that the information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as well asof the date on its respective cover, and that any information filed previously with the SEC, and incorporated by reference in this prospectus, is accurate only as of the date of the document containing the information, regardlessincorporated by reference, unless we indicate otherwise. Our business, financial condition, results of the time of delivery of this prospectus or any applicable prospectus supplement or any sale of our common stock.

Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” “Sonim,” the “Company”operations and similar designations refer to Sonim Technologies, Inc. and its subsidiaries on a consolidated basis.prospects may have changed since those dates. This prospectus contains trade names, trademarks and service markssummaries of others, whichcertain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the propertyactual documents. Copies of their respective owners. Solely for convenience, trademarks and trade namessome of the documents referred to inherein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may appear withoutobtain copies of those documents as described below under the ^® or TM symbols.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSheading “Where You Can Find More Information.”

This prospectus and any applicable prospectus supplement do not constitute an offer to sell or free writingthe solicitation of an offer to buy any securities other than the registered securities to which they relate. We are not making offers to sell common stock or any other securities described in this prospectus includingin any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

Unless otherwise expressly indicated or the documents thatcontext otherwise requires, we incorporate by reference hereinuse the terms “Sonim,” the “Company,” “we,” “us,” “our” or similar references to refer to Sonim Technologies, Inc. and therein, contain “forward-looking statements” withinits subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

We have filed our registration statement on Form S-3 with the meaning of Section 27A ofSEC under the Securities Act of 1933, as amended, or the Securities Act,Act. We also file annual, quarterly and Section 21Ecurrent reports, proxy statements and other information with the SEC. You may read and copy any document that we file with the SEC, including the registration statement and the exhibits to the registration statement, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s web site at www.sec.gov. These documents may also be accessed on our web site at www.sonimtech.com. Information contained on our web site is not incorporated by reference into this prospectus and you should not consider information contained on our web site to be part of this prospectus.

This prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.

INFORMATION WE INCORPORATE BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.Act, on or after the date of this prospectus and prior to the termination of the offerings under this prospectus and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified in such Current Reports.

We will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference as an exhibit to this prospectus) at no cost, upon a request to us by writing or telephoning us at the following address and telephone number:

Sonim Technologies, Inc.

6836 Bee Cave Road, Bldg. 1, S#279

Austin, Texas 787

(650) 378-8100

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference herein, may contain or incorporate “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements relate toon our current expectations and projections about future events or to our future operating or financial performance, which include successfully implementing our business strategy and involve knownrealizing planned cost-savings, achieving profitability and unknown risks, uncertaintiescontinuing as a going concern developing and other factors which may causeintroducing new technologies, obtaining, maintaining and expanding market acceptance of the technologies we offer, and competition in our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.markets.

In some cases, you can identifythese forward-looking statements can be identified by termsterminology such as “may,” “will,” “should,” “could,“expect,” “would,“plan,” “expects,“anticipate,” “plans,“believe,” “anticipates,“estimate,” “believes,“future,” “estimates,“predict,” “projects,“potential,” “predicts,“intend,” “potential”or “continue,” and similar expressions intended to identify forward-looking statements.expressions. These statements reflect our current views with respect to future events and are based on the beliefs and assumptions of our management and are subjecton information currently available to risks and uncertainties. As such, our management. Our actual results, performance and achievements may differ significantlymaterially from those expressed in any forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

We discuss many of these risks in greater detail under “Risk Factors” in this prospectus, in the “Business”results, performance and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections incorporated by reference from our most recent Annual Report on Form10-K and in our Quarterly Reports on Form10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form10-K, as well as any amendments thereto reflected in subsequent filings with the SEC.

PROSPECTUS SUMMARYSonim Technologies, Inc.

This summary highlights certain information about us, this offeringSonim Technologies, Inc. was incorporated in the state of Delaware on August 5, 1999 and selected information contained elsewhereis headquartered in or incorporated by reference into this prospectus. This summary is not completeAustin, Texas. Unless otherwise indicated, the terms “we,” “us,” “our,” “Company” and does not contain all of the information that you should consider before making an investment decision. For a more complete understanding of our company, you should read“Sonim” refer to Sonim Technologies, Inc. and consider carefully the more detailed information included or incorporated by reference in this prospectusits wholly owned and any applicable prospectus supplement, including the factors described under the heading “Risk Factors” beginning on page 4 of this prospectus, as well as the information incorporated by reference from our most recent Annual Report onForm 10-K and our most recent Quarterly Report onForm 10-Q, before making an investment decision.

Overviewconsolidated subsidiaries.

We are a leading U.S. provider of ultra-rugged mobile phones and accessories designed specifically for task workers physically engaged in their work environments, often in mission-critical roles. We currently sell our ruggedized mobile phones and accessories to severalthree of the four largest wireless carriers in the United States— including AT&T, Sprint (now part ofT-Mobile and referred(referred to collectively as Sprint) and Verizon—as well as the three largest wireless carriers in Canada—Bell, Rogers and Telus Mobility. Our phones and accessories connect workers with voice, data and workflow applications in two end markets: industrial enterprise and public sector.

Task workers in these end markets have historically been limited to pen and paper and single-purpose electronic devices, such as barcode scanners, location-tracking devices and sensors, to accomplish specific tasks. These single-purpose devices have historically run on proprietary networks, such as Land Mobile Radio (LMR) networks that enablePush-to-Talk (PTT) services for voice communications. We provide Android-based devices that consolidate and integrate multiple functions into a single ruggedized solution running on commercial wireless networks at a total cost of ownership that we believe is significantly lower with improved productivity and safety of task workers.

Our solutions consist primarily of ultra-rugged mobile phones based on the Android platform which are capable of attaching to both public and private wireless networks, industrial-grade accessories that meet the requirements of specific applications, and software applications and cloud-based tools that provide management and deployment services to our customers. End customers of our solutions include construction, energy and utility, hospitality, logistics, manufacturing, public sector and transportation entities that primarily purchase our devices and accessories through their wireless carriers. The key attributes of our solutions are specifically tailored for the needs of our end users, including impact resistance, waterproof and dustproof construction, extended battery life and extra loud audio, supported by a three-year comprehensive warranty. All of our devices run on the Android operating system, providing a familiar and intuitive user interface, and our smartphones have access to a library of millions of applications available through the Google Play Store. We have also implemented dozens of application programming interfaces, or APIs, specific to our mobile phones and have partnered with third-party application developers to create a purpose-built experience for our end users using these applications on our mobile phones.

Corporate InformationWe currently have stocked product with three of the four largest U.S. wireless carriers: AT&T, T-Mobile (which acquired Sprint in 2020) and Verizon, meaning that these carriers test and certify our mobile phones on their networks and maintain inventory in their warehouses that they then sell through their enterprise and retail sales teams to end customers, often on a subsidized or financed basis. Our full product portfolio has been stocked with the three largest Canadian wireless carriers since 2015. In 2020, we sold approximately 33,000 mobile phones in Canada and 205,000 in the United States (which markets include rugged feature phones, smart consumer rugged phones, smart ultra-rugged phones and life-proofed smart phones).

We were incorporatedenter into master sales arrangements with carriers (including channel partners contributing over 90% of our total revenues for the year ended December 31, 2020) under the laws of the State of Delaware on August 5, 1999 as NaviSpin.com, Inc. In December 2001, we changedwhich our name to Sonim Technologies, Inc. Our principal executive offices are located at 6836 Bee Cave Road Building 1, Suite 279, Austin, Texas 78746. Our telephone number is (650)378-8100. Our website address is www.sonimtech.com. We have included our website address in this prospectus solely as an inactive textual reference. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus, or in deciding whether topartners purchase our securities.

RISK FACTORS

Investing in our common stocksecurities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks describedany risk factors set forth in the sections entitledapplicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors discussed under the heading “Risk Factors” in our most recent Annual Report on Form10-K and subsequenteach subsequently filed Quarterly ReportsReport on formForm 10-Q as filed with the SEC, which are incorporated herein by reference in their entirety, as welland any amendment or updates to our risk factors reflectedset forth in subsequentour other filings with the SEC including any applicable prospectus supplement. Ourpursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange. See “Where You Can Find More Information” and “Information We Incorporate By Reference.” Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or prospects could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or partcomplete loss of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involveAdditional risks and uncertainties. Our actualuncertainties not presently known to us, or that we currently deem immaterial, may also adversely affect our business. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results could differ materially from those anticipatedor trends in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the section entitled “Where You Can Find More Information.” Please also read carefully the section entitled “Special Note Regarding Forward-Looking Statements.”future periods.

USE OF PROCEEDS

We will not receive anyretain broad discretion over the use of the net proceeds from the sale or other disposition of the shares held bysecurities offered hereby. Unless otherwise specified in any prospectus supplement, we currently intend to use the selling stockholders pursuantnet proceeds from the sale of our securities offered under this prospectus for working capital and general corporate purposes including, but not limited to, capital expenditures, working capital, repayment of indebtedness, potential acquisitions and other business opportunities.Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt securities that we may offer in one or more series under this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will bearalso indicate in theout-of-pocket costs, expenses supplement to what extent the general terms and fees incurredprovisions described in connection with the registrationthis prospectus apply to a particular series of the shares to be sold by the selling stockholders, including registration, listing fees, printers and accounting fees, and fees and disbursements of counsel, or collectively, the Registration Expenses. Other than Registration Expenses, the selling stockholder will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect to sales of shares.

We do not know how longmay issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon maturity or a declaration of acceleration of their maturity following an event of default pursuant to the selling stockholdersterms of the indenture. We will holdprovide you with information on the shares before selling them,federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

If we currently have no agreements, arrangements or understandings withdenominate the selling stockholders regarding the sale or other dispositionpurchase price of any of the shares.debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Transfer and Exchange

Each debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, or the depositary, or a nominee of the depositary (we will refer to any such debt security as a “global debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificate as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth below, global debt securities will not be issuable in certificated form.

Certificated Debt Securities

You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.

You may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

Global Debt Securities and Book-Entry System

Each global debt security will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary. Beneficial interests in global debt securities will not be issuable in certificated form unless (i) the depositary has notified us that it is unwilling or unable to continue as depositary for such global debt security or has ceased to be qualified to act as such as required by the indenture and we fail to appoint a successor depositary within 90 days of such event, (ii) we determine, in our sole discretion, not to have such securities represented by one or more global securities or (iii) any other circumstances shall exist, in addition to or in lieu of those described above, as may be described in the applicable prospectus supplement. Unless and until a global debt security is exchanged for certificated debt securities under the limited circumstances described in the previous sentence, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

Covenants

We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.

No Protection In the Event of a Change of Control

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.

Consolidation, Merger and Sale of Assets

Sonim may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any person (a “successor person”) unless:

Notwithstanding the above, any of Sonim’s subsidiaries may consolidate with, merge into or transfer all or part of its properties to Sonim.

Events of Default

“Event of Default” means with respect to any series of debt securities, any of the following:

No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding from time to time.

If an event of default with respect to any series of debt securities at the time outstanding occurs and is continuing (other than an event of default resulting from certain events of bankruptcy, insolvency or reorganization), then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal

amount of the outstanding debt securities of that series, by written notice to us and the trustee, may rescind and annul such declaration of acceleration and its consequences if all events of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.

The indenture provides that the trustee will be under no obligation to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right of power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

Notwithstanding any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, and any interest on, that debt security on or after the due dates expressed in that debt security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such holder.

The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture from our principal executive officer, principal financial officer or principal accounting officer. If a default or event of default occurs and is continuing with respect to the debt securities of any series and if it is actually known to a responsible officer of the trustee, the trustee shall mail to each holder of the debt securities of that series notice of a default or event of default within 60 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such default or event of default. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default or event of default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

We and the trustee may modify and amend or supplement the indenture or the debt securities of one or more series without the consent of any holder of any debt security:

We may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security then-outstanding if that amendment will:

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, by written notice to the trustee, waive our compliance with provisions of the indenture or the debt securities with respect to such series. The holders of a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of such series, waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, or any interest on, any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance

The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants

The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:

The conditions include:

Governing Law

The indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of New York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations Law).

DESCRIPTION OF WARRANTS

General

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which consist of warrants to purchase shares covered herebyof common stock, preferred stock and/or debt securities in one or more series. Warrants may be offered independently or together with shares of common stock, preferred stock and/or debt securities offered by any prospectus supplement and may be attached to or separate from timethose securities.

While the terms we have summarized below will generally apply to time byany future warrants we may offer under this prospectus, we will describe the selling stockholders. Asparticular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The specific terms of any warrants may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those warrants, as well as for other reasons. Because the terms of any warrants we cannot estimate offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term “warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial owners of the warrants.

We will incorporate by reference into the registration statement of which this prospectus is a part the form of warrant agreement, including a form of warrant certificate, that describes the terms of the series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read any applicable prospectus supplement related to the warrants that we sell under this prospectus, as well as the complete warrant agreement that contain the terms of the warrants and defines your rights as a warrant holder.

We will describe in the applicable prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of debt securities are offered, the prospectus supplement will describe the following terms, to the extent applicable:

Warrants for the purchase of debt securities will be in registered form only.

If warrants for the purchase of shares of common stock or preferred stock are offered, the prospectus supplement will describe the following terms, to the extent applicable:

Warrants for this table.the purchase of shares of common stock or preferred stock will be in registered form only.

Beneficial ownershipA holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any of the rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase shares of common stock or preferred stock are exercised, holders of the warrants will not have any rights of holders of the underlying shares of common stock or preferred stock, including any rights to receive dividends or to exercise any voting rights, except to the extent set forth under “Warrant Adjustments” below.

Exercise of Warrants

Each holder of a warrant is determinedentitled to purchase the principal amount of debt securities or number of shares of common stock or preferred stock, as the case may be, at the exercise price described in accordancethe applicable prospectus supplement. After the close of business on the day when the right to exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become void.

A holder of warrants may exercise them by following the general procedure outlined below:

If you comply with the rulesprocedures described above, your warrants will be considered to have been exercised when the warrant agent receives payment of the SEC exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After you have completed those procedures

and includes votingsubject to the foregoing, we will, as soon as practicable, issue and deliver to you the debt securities or investment powershares of common stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants represented by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise of the warrants.

Amendments and Supplements to the Warrant Agreements

We may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially adversely affect the interests of the holders of the warrants.

Warrant Adjustments

Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a warrant for shares of common stock or preferred stock will be adjusted proportionately if we subdivide or combine our common stock or preferred stock, as applicable. In addition, unless the prospectus supplement states otherwise, if we, without payment:

then the holders of common stock warrants or preferred stock warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of shares and other securities and property such holders would have been entitled to receive had they held the common stock or preferred stock issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional shares and other securities and property.

Except as stated above, the exercise price and number of securities covered by a warrant for shares of common stock or preferred stock, and the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities.

Holders of common stock warrants or preferred stock warrants may have additional rights under the following circumstances:

If one of the above transactions occurs and holders of our common stock or preferred stock are entitled to receive shares, securities or other property with respect to or in exchange for their securities, the holders of the common stock warrants or preferred stock warrants then-outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.

DESCRIPTION OF RIGHTS

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the rights that we may offer under this prospectus. We may issue rights to our common stock. Generally, a person “beneficially owns”stockholders to purchase shares of our common stock and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the rights and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the person hassummary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus is a part the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related series of rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including, where applicable, the following:

The information

Holders may exercise rights as described in the table belowapplicable prospectus supplement. Upon receipt of payment and the footnotes thereto regarding sharesrights certificate properly completed and duly executed at the corporate trust office of common stockthe rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to be beneficially owned after the offering assumes the salepersons other than stockholders, to or through agents, underwriters or dealers or through a combination of all shares being offered by the selling stockholders under this prospectus. The percentage of shares owned prior to and after the offering is based on 65,923,526 shares of common stock outstanding as of June 26, 2020. This information has been obtained from the selling stockholder.

DESCRIPTION OF UNITS

We may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units consisting of a membercombination of our boarddebt securities and warrants to purchase common stock. The following description sets forth certain general terms and provisions of directors,the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.

Each unit will be issued so that the holder of the unit also is the Presidentholder of B. Riley Financial, Inc.,each security included in the parent companyunit. Thus, the unit will have the rights and obligations of B. Riley Principal Investments, LLC and a holder of more than 5%each included security. Units will be issued pursuant to the terms of our common stock,a unit agreement, which may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified date. A copy of the forms of the unit agreement and chief executive officerthe unit certificate relating to any particular issue of B. Riley Principal Investments, LLC. Borrowings under the Loan Agreement bore interest at a fixed rate of 10% per annum, In connectionunits will be filed with the Loan Agreement,SEC each time we granted B. Riley Principal Investments, LLC a subordinated lienissue units, and you should read those documents for provisions that may be important to you. For more information on substantially all of our assets, subject to permitted liens. In July 2019, we prepaid $3.25 million in principal and interest under the B. Riley Convertible Note.

On June 1, 2020, we entered into a Note Amendment and Debt Cancellation Agreement with B. Riley Principal Investments, LLC, or the Note Amendment, which provided that, contingent upon the closinghow you can obtain copies of the underwritten public offering pursuant to a registration statement FormS-1 (FileNo. 333-238869), we would repay $4 millionforms of the outstanding indebtedness to B. Riley Principal Investments, LLC in cash, or the B. Riley Repayment,unit agreement and the remaining principal amount, accrued interest and other amounts outstanding underrelated unit certificate, see “Where You Can Find More Information.”

The prospectus supplement relating to any particular issuance of units will describe the B. Riley Convertible Note, after giving effectterms of those units, including, to the B. Riley Repayment, would convert into sharesextent applicable, the following:

PLAN OF DISTRIBUTION

We are registeringmay sell the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the selling stockholderssecurities from time to time, afterby a variety of methods, including the date of this prospectus. We will not receivefollowing:

The selling stockholderssecurities may be distributed from time to time in one or more transactions:

Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also sellbe designated to solicit offers to purchase the sharessecurities from time to time. Any agent involved in the offer or sale of common stock under Rule 144 underour securities will be identified in a prospectus supplement.

If a dealer is utilized in the Securities Act, if available, rather than undersale of the securities being offered by this prospectus.

Broker-dealers engagedprospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the selling stockholders may arrange for other brokers-dealers to participatedealer at the time of resale.

If an underwriter is utilized in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent forsale of the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement tosecurities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the caseprospectus supplement that the underwriter will use to make resales of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

securities to the public. In connection with the sale of the sharessecurities, we, or the purchasers of common stock or interests therein,securities for whom the selling stockholdersunderwriter may enter into hedging transactions with broker-dealers or other financial institutions, whichact as agent, may in turn engage in short sales ofcompensate the shares of common stockunderwriter in the courseform of hedging the positions they assume.underwriting discounts or commissions. The selling stockholdersunderwriter may also sell the shares of common stock short and deliver these securities to close out their short positions or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to return borrowed sharesbe determined by the dealer.

Any compensation paid to underwriters, dealers or agents in connection with such short sales,the offering of the securities, and any discounts, concessions or loan or pledge the shares of common stockcommissions allowed by underwriters to broker-dealers thatparticipating dealers will be provided in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholdersthe applicable prospectus supplement. Underwriters, dealers and any broker-dealers or agents that are involvedparticipating in selling the sharesdistribution of common stockthe securities may be deemed to be “underwriters”underwriters within the meaning of the Securities Act, in connection with such sales. In such event,and any discounts and commissions received by such selling stockholders, broker-dealers or agentsthem and any profit realized by them on the resale of the shares purchased by themsecurities may be deemed to be underwriting commissions or discounts underand commissions. In compliance with the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(a)(11)guidelines of the Securities Act willFinancial Industry Regulatory Authority, Inc., or FINRA, the maximum amount of underwriting compensation, including underwriting discounts and commissions, to be subjectpaid in connection with any offering of securities pursuant to thethis prospectus delivery requirementsmay not exceed 8% of the Securities Act andaggregate principal amount of securities offered. We may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act andRule 10b-5 under the Exchange Act. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreedenter into agreements to indemnify the selling stockholdersunderwriters, dealers and agents against certain losses, claims, damages andcivil liabilities, including liabilities under the Securities Act, and the selling stockholdersor to contribute to payments they may be entitledrequired to contribution. make in respect thereof and to reimburse those persons for certain expenses.

The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

If indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.

We may be indemnified by the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholders specifically for useengage in this prospectus, or we may be entitled to contribution.

We agreed to cause the registration statement of which this prospectus is a part to remain effective until the earlier to occur of June 9, 2022 or the date on which all of the shares registered hereby are either sold pursuant to the registration statement or sold or available for resale without restriction under Rule 144at-the-market offerings into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. The sharesIn addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related open borrowings of common stock, will be sold only through registered or licensed brokers or dealers if required under applicable stateand may use securities laws. In addition,received from us in certain states, the sharessettlement of common stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The selling stockholders andthose derivatives to close out any other person participating in the distribution of the shares of common stock covered hereby will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of our common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of our common stock to engage in market-making activities with respect to the sharesrelated open borrowings of our common stock. AllIn addition, we may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of the foregoingother securities.

The underwriters, dealers and agents may affect the marketability of the shares of our common stock and the ability of any person or entity to engage in market-making activitiestransactions with respect to the shares of our common stock.

There can be no assurance that any selling stockholder will sell anyus, or all of the shares of common stock we registered on behalf of the selling stockholders pursuant to the registration statement of which this prospectus forms a part.

Once sold under the registration statement of which this prospectus forms a part, the shares of common stock will be freely tradableperform services for us, in the handsordinary course of persons other than our affiliates.business for which they receive compensation.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon by O’Melveny  & Myers LLP.

EXPERTS

The consolidated financial statements of Sonim Technologies, Inc. incorporated in this Registration Statement on FormS-3 by by reference from Sonim Technologies, Inc.’s Annual Report on Form10-K for for the year ended December 31, 20192020 have been audited by Moss Adams LLP, an independent registered public accounting firm, as set forth in their report (which report expresses an unqualified opinion and includes explanatory paragraphs relating to a going concern emphasis and a change in the method of accounting for revenue in 2019) which is incorporated by reference herein. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares offered pursuant to this registration statement, will be passed upon for us by Cooley LLP, Palo Alto, California.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

The following is a statement oftable sets forth the estimated costs and expenses, to be incurredother than underwriting discounts and commissions, payable by us in connection with the registrationoffering of the securities under thisbeing registered. All the amounts shown are estimates, except for the SEC registration statement, all of which will be borne by us.fee.

We have entered into indemnification agreements with each of our directors and officers against various liabilities arising underexecutive officers. In general, these agreements provide that we will indemnify the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as such.