Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2020, Sonim Technologies, Inc. (the "Company") entered into a Note Amendment and Debt Cancellation Agreement with B. Riley Principal Investments, LLC ("BRPI") which amends the subordinated secured convertible promissory note dated October 23, 2017, as amended on March 20, 2018 (the "B. Riley Convertible Note"), issued by the Company to BRPI (the "Note Amendment"). BRPI is an affiliate of B. Riley Financial, Inc., a holder of more than 5% of the Company's capital stock, and Kenny Young, a member of the Company's board of directors, is the President of B. Riley Financial, Inc. and Chief Executive Officer of BRPI. Pursuant to the Note Amendment, the Company and BRPI have agreed, contingent upon the closing of the underwritten public offering (the "Offering") pursuant to a registration statement Form S-1 (File No. 333-238869) (the "Form S-1"), that the Company shall repay $4 million of the outstanding indebtedness to BRPI in cash (the "B. Riley Repayment"), and the remaining principal amount, accrued interest and other amounts outstanding under the B. Riley Convertible Note, after giving effect to the B. Riley Repayment, shall convert into shares of common stock to be issued to BRPI or its affiliates at the public offering price of shares of the Company's Common Stock in the Offering, which conversion will occur immediately following the closing of the Offering and the B. Riley Repayment. In addition, the Company shall agree to file a registration statement following the closing of the Offering covering the resale of the shares of common stock issued in the B. Riley Conversion to BRPI and its affiliates.

The foregoing descriptions of the B. Riley Convertible Note and the Note Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the B. Riley Convertible Note, which was filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, and the Note Amendment, which was filed as Exhibit 10.19 to the Form S-1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 is incorporated herein by reference.

Item 8.01 Other Events.

On May 31, 2020, the Company's board of directors approved an increase in the number of shares of common stock reserved for future issuance under the Company's 2019 Equity Incentive Plan by 3,000,000 shares, subject to the closing of the Offering and approval by the Company's stockholders (the "Plan Increase"). Other than the Plan Increase, the terms of the Company's 2019 Equity Incentive Plan, which have been previously publicly disclosed, remain unmodified. In addition, on May 31, 2020, the Company's board of directors approved the grant of 2,440,500 restricted stock units pursuant to the 2019 Equity Incentive Plan, as amended by the Plan Increase, all of which are subject to the closing of the Offering and 425,000 of which remain subject to approval by the Company's stockholders. Thomas W. Wilkinson, the Company's Chief Executive Officer, will receive 525,000 restricted stock units in the grant, all of which are subject to the closing of the Offering and 200,000 of which are also subject to approval by the Company's stockholders as described above. Robert Tirva, the Company's Chief Financial Officer, will receive 558,000 restricted stock units in the grant, all of which are subject to the closing of the Offering and 100,000 of which are also subject to approval by the Company's stockholders as described above. If the Plan Increase is not approved by the Company's stockholders before May 31, 2021, then the Plan Increase shall terminate and any awards granted out of the Plan Increase, including the foregoing restricted stock units that are subject to approval by the Company's stockholders, shall be terminated.

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