SecProbe.io

March 12, 2019
Robert Plaschke
Chief Executive Officer
Sonim Technologies, Inc.
1875 South Grant Street
Suite 750
San Mateo, CA 94402
Re:Sonim Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2019
CIK No. 0001178697
Dear Mr. Plaschke:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.Balance your disclosure and prominent use of the term “solutions” to clarify your primary
business by stating at the outset that you are a provider of ruggedized mobile phones.
2.Revise your prospectus summary to clarify the distinctions and/or crossover between your
channel partners, customers, and end customers.  For example, clarify whether your
channel partners are also considered customers and whether the "end customers" are
individuals using the devices or enterprises who enter into agreements with carriers for
purchases of your devices and services.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc.
 March 12, 2019 Page 2
 FirstName LastNameRobert Plaschke
Sonim Technologies, Inc.
March 12, 2019
Page 2
3.Include a brief overview discussing how your channel partnerships are structured.  For
example, discuss any incentives you provide to the channel partners in return for them
marketing and selling your products.
Risk Factors
Risks Related to Our Business
We rely on our channel partners to generate a substantial majority of our revenues..., page 11
4.Expand your disclosure under this risk factor to address the risks associated with relying
on third parties to market and sell your products as opposed to employing a direct sales
force of your own.  Disclose whether you have any long-term commitments or agreements
with your channel partners to sell your products for an extended time frame and explain
the components of your channel partners expected performance by you.
We are required to undergo a lengthy customization and certification process for each wireless
carrier customer..., page 14
5.Expand your discussion to provide more detail regarding the customization and
certification process and quantify the impact to your operating expenses.
The loss of, or significant reduction in orders from, any of [our top five] customers could
significantly reduce our revenues..., page 15
6.Disclose the percentage of your revenues derived from these significant customers for the
two most recent fiscal years.  To provide additional context, explain the significance of
and reason for the increase in revenues from these customers in 2018.
Our future success is dependent on our ability to create independent brand awareness..., page 16
7.Please disclose the costs associated with your efforts to establish stand-alone brand
awareness with the end customers of your products and how you manage such costs.
Risks Related to this Offering and Our Common Stock, page 29
8.Provide risk factor disclosure with respect to the provision in your amended and restated
certificate of incorporation designating the federal district courts as the sole and exclusive
forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act.  Your disclosure should address any question as to whether the provision is
enforceable.
Our amended and restated certificate of incorporation will designate the Court of Chancery of the
State of Delaware as the sole..., page 34
9.Clarify whether you intend this provision to apply to suits brought to enforce a duty or
liability created by the Securities Exchange Act of 1934.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc.
 March 12, 2019 Page 3
 FirstName LastNameRobert Plaschke
Sonim Technologies, Inc.
March 12, 2019
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 47
10.You disclose that in 2018, several large wireless carriers decided to stock your entire next
generation product portfolio for the first time in your operating history, resulting in your
revenues increasing by more than 100% from the prior year.  Highlight the reasons for the
expanded adoption of your products and discuss whether you anticipate any material
changes to the nature of your relationship with these wireless carriers.
Key Metrics, page 48
11.Disclose whether management uses any metrics related to your industrial-grade
accessories or cloud-based software and application services.  Also discuss what factors
may influence whether management will implement metrics related to those sources of
revenue in the future.
Adjusted EBITDA, page 48
12.We note from your disclosures on page F-25 that you obtained a waiver from one of your
lenders due to your failure to comply with an EBITDA covenant as of December 31,
2017.  Please revise to disclose EBITDA as calculated by the debt covenant and reconcile
it to the most directly comparable GAAP measure.  Please also disclose the actual or
reasonably likely effects of compliance or non-compliance with the covenant on your
financial condition and liquidity, including the impact of any cross-default provisions
within other credit agreements.  Refer to Question 102.09 of the C&DI on Non-GAAP
Financial Measures as well as Items 10(e) and 303(a)(1) of Regulation S-K.
Factors Affecting Our Results of Operations
Research and Development, page 49
13.You discuss the need to undertake a multi-month technical approval process with each
carrier before your products can be stocked.  Provide additional clarity as to how your
customer agreements, which appear to include both products and non-recurring
engineering services, are structured.  For example, disclose whether you typically receive
any purchase commitments from the carriers or channel partners prior to beginning the
customization and approval process.
Customer Concentration, page 50
14.On page 1 and elsewhere throughout the filing, you identify several large wireless carriers
in the United States and Canada as your customers.  Please revise to clarify which carrier
customers accounted for at least 10% of your revenues.  Please refer to Item 101(c)(1)(vii)
of Regulation S-K.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc.
 March 12, 2019 Page 4
 FirstName LastNameRobert Plaschke
Sonim Technologies, Inc.
March 12, 2019
Page 4
Critical Accounting Policies and Estimates
Stock -Based Compensation, page 57
15.You disclose on page F-41 that between November 2018 and January 2019, you sold
1,498,533 shares of common stock to accredited investors for $7.18 per share.  We also
note your disclosure on page 79 that certain officers were granted stock options in
September 2018 at an exercise price of $0.90 per share. Once you have an estimated
offering price or range, please explain to us how you determined the fair value of the
common stock underlying all equity related issuances during the last twelve months and
the reasons for any differences between the recent valuations of your common stock
leading up to the IPO and the estimated offering price.  This information will help
facilitate our review of your accounting for equity issuances including stock
compensation.
Business
Our Industry
Public Sector Market Opportunity, page 61
16.We note that your revenues to date have primarily derived from the industrial enterprise
market.  Discuss in greater detail how you plan to expand your offerings to penetrate the
public sector markets.  Clarify how the establishment of the First Responder Network
impacts those plans, and address how you expect your offerings will enable the use
of dedicated LTE networks.
Our Strategy, page 63
17.We note that you plan to expand your cloud-based software and application services
beginning this year.  Explain management’s plan for expanding these services, and discuss
whether and how you envision developing new software and subscription services such
that they will become an increasingly important component of the Company’s operations
and revenue generation.  Discuss in greater detail what subscription-based products or
services you plan to offer.
Consolidated Financial Statements
Note 1 - The Company and Its Significant Accounting Policies
Revenue Recognition, page F-9
18.Please expand your revenue recognition, cost of revenues and research and development
policy disclosures, as applicable, to address the technical approval process you describe
on pages 49 and 50.  Further clarify if the customization, certification and testing costs
that you incur are in connection with your fulfillment of your sales contract or are deemed
pre-contract costs.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc.
 March 12, 2019 Page 5
 FirstName LastName
Robert Plaschke
Sonim Technologies, Inc.
March 12, 2019
Page 5
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365 or Lisa
Etheredge, Staff Accountant, at (202) 551-3424 if you have questions regarding comments on
the financial statements and related matters.  Please contact Joshua Shainess, Attorney-Adviser,
at (202) 551-7951 or Celeste M. Murphy, Legal Branch Chief, at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications