SecProbe.io

April 9, 2019
Robert Plaschke
Chief Executive OfficerSonim Technologies, Inc.1875 South Grant StreetSuite 750San Mateo, CA 94402
Re: Sonim Technologies, Inc.
Amendment No. 1 toDraft Registration Statement on Form S-1Submitted April 3, 2019CIK No. 0001178697
Dear Mr. Plaschke:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so wemay 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 onEDGAR.  If you do not believe our comments apply to your facts and circumstances or do notbelieve 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 additionalcomments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
Risks Related to this Offering and Our Common Stock
Our amended and restated certificate of incorporation will designate the Court of Chancery of theState of Delaware as the sole..., page 35
1. We note your response to comment 8 and your disclosure on page 103 that your
amended and restated certificate of incorporation will provide that the federal districtcourts of the United States of America will be the exclusive forum for resolving anycomplaint asserting a cause of action arising under the Securities Act.  Please bifurcate

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc. April 9, 2019 Page 2
 FirstName LastNameRobert Plaschke
Sonim Technologies, Inc.April 9, 2019Page 2
your risk factor disclosure as to the two choice of forum provisions and discuss the risks
of each and questions of enforceability separately.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Years Ended December 31, 2017 and 2018, page 54
2. Please disclose the extent to which your 129.8% revenue growth was attributable to
AT&T's FirstNet contract, which was referenced elsewhere in your filing.
Liquidity and Capital Resources, page 55
3. Considering that your borrowings per the Statement of Cash Flows as of December 31,
2018 are materially different than the period-end amounts recorded in your Balance Sheet,please provide additional narrative regarding intra-period variations in your borrowings tofacilitate investor understanding of your liquidity position.  Please refer to Section II.A ofthe Commission Guidance on Presentation of Liquidity and Capital Resources Disclosuresin Management’s Discussion and Analysis (September, 2010) athttps://www.sec.gov/rules/interp/2010/33-9144fr.pdf .
Note 1 - The Company and its Significant Accounting Policies
Revenue Recognition , page F-9
4. We note your response to comment 18 and your revised disclosures throughout the filing.
For design, certification and approval activities that do not involve significantcustomization, please revise to clarify if these costs are reimbursable and if you considerthem to be pre-production expenses related to a long-term supply agreement.  Pleaseseparately address costs incurred before and after receipt of a product award letter.  Referto ASC 340-10-25-1.
Note 4 - Borrowings, page F-22
5. We note that some of your financial covenants were temporarily suspended and/or
changed during 2018.  Please revise to clarify if you continue to have a positive EBITDAcovenant as of December 31, 2018 and beyond.  If so, please disclose the covenantrequirements.  If not, please revise to disclose that it has been temporarily suspended,waived or otherwise is not required.  Please also disclose if you were in compliance withall applicable financial covenants as of December 31, 2018.  Similarly revise your MD&Aliquidity disclosures beginning on page 55.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc. April 9, 2019 Page 3
 FirstName LastNameRobert Plaschke
Sonim Technologies, Inc.April 9, 2019Page 3
            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 onthe 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 otherquestions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications