SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 July
16, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Sonim
 Technologies, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-288586

 Acceleration
 Request

 Requested
 Date:
 July
 18, 2025

 Requested
 Time:
 4:01
 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), Sonim Technologies, Inc. (the " Company ")
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the
" Registration Statement ") to become effective on July 18, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective
at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad
at (212) 503-9812 or, in his absence, Kirill Y. Nikonov at (212) 218-2245.

 Very
 truly yours,

 SONIM
 TECHNOLOGIES, INC.

 By:
 /s/
 Hao (Peter) Liu

 Name:
 Hao
 (Peter) Liu

 Title:
 Chief
 Executive Officer

 cc:
 William
 N. Haddad, Venable LLP

 Kirill
 Y. Nikonov, Venable LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

Peter Liu
Chief Executive Officer
SONIM TECHNOLOGIES INC
4445 Eastgate Mall, Suite 200
San Diego, CA 92121

 Re: SONIM TECHNOLOGIES INC
 Registration Statement on Form S-3
 Filed on July 9, 2025
 File No. 333-288586
Dear Peter Liu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: William N. Haddad
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 June
26, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Sonim
 Technologies, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288221

 Acceleration
 Request

 Requested
 Date:
 June 30, 2025

 Requested
 Time:
 9:00 a.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), Sonim Technologies, Inc. (the " Company ")
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the
" Registration Statement ") to become effective on June 30, 2025, at 9:00 a.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective
at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad
at (212) 503-9812 or, in his absence, Kirill Y. Nikonov at (212) 218-2245.

 Very
 truly yours,

 SONIM
 TECHNOLOGIES, INC.

 By:
 /s/
 Hao (Peter) Liu

 Name:
 Hao
 (Peter) Liu

 Title:
 Chief
 Executive Officer

 cc:
 William
 N. Haddad, Venable LLP

 Kirill
 Y. Nikonov, Venable LLP

CORRESP
 1
 filename1.htm

 Roth
Capital Partners, LLC

 888
San Clemente Drive, Suite 400

 Newport
Beach, CA 92660

 June
26, 2025

 VIA
EDGAR CORRESPONDENCE

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E. Washington, D.C. 20549

 Re: Sonim
 Technologies, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288221

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the placement
agent, hereby request that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the
above-referenced registration statement on Form S-1 (the "Registration Statement") to become effective at 9:00 a.m., Eastern
Time, on Monday, June 30, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 20,
2025, to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 If
you require any additional information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very truly yours,

 ROTH CAPITAL PARTNERS,
 LLC

 By:
 /s/ Aaron M. Gurewitz

 Aaron M. Gurewitz

 President

 cc: M.
 Ali Panjwani, Esq.
 Pryor
 Cashman LLP

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 June
25, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Jenny O'Shanick

 Re:
 Sonim
 Technologies, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288221
 Withdrawal
 of Acceleration Request

 Ladies
and Gentlemen:

 Sonim
Technologies, Inc. (the " Company ") hereby respectfully requests the withdrawal of its acceleration request letter
filed as correspondence via EDGAR transmission on June 23, 2025, which requested that the above-referenced registration statement (the
" Registration Statement ") to become effective on June 25, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable. The Company is no longer requesting that such Registration Statement be declared effective at this specific date and
time and the Company hereby formally withdraws its request for acceleration of the effective date as stated above.

 Please
contact William N. Haddad of Venable LLP, counsel to the Company, at (212) 503-9812 or, in his absence, Kirill Y. Nikonov at (212) 218-2245,
if you have any questions or concerns regarding this matter.

 Very
 truly yours,

 SONIM
 TECHNOLOGIES, INC.

 By:
 /s/
 Hao (Peter) Liu

 Name:
 Hao
 (Peter) Liu

 Title:
 Chief
 Executive Officer

 cc:
 William
 N. Haddad, Venable LLP

 Kirill
 Y. Nikonov, Venable LLP

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 June
23, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Sonim
 Technologies, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288221

 Acceleration
 Request

 Requested
 Date:
 June
 25, 2025

 Requested
 Time:
 5:00
 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), Sonim Technologies, Inc. (the " Company ")
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the
" Registration Statement ") to become effective on June 25, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective
at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad
at (212) 503-9812 or, in his absence, Kirill Y. Nikonov at (212) 218-2245.

 Very
 truly yours,

 SONIM
 TECHNOLOGIES, INC.

 By:
 /s/
 Hao (Peter) Liu

 Name:
 Hao
 (Peter) Liu

 Title:
 Chief
 Executive Officer

 cc:
 William
 N. Haddad, Venable LLP

 Kirill
 Y. Nikonov, Venable LLP

CORRESP
 1
 filename1.htm

 Roth
Capital Partners, LLC

 888
San Clemente Drive, Suite 400

 Newport
Beach, CA 92660

 June
23, 2025

 VIA
EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Sonim
 Technologies, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288221

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the placement
agent, hereby request that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the
above-referenced registration statement on Form S-1 (the "Registration Statement") to become effective at 5:00 p.m., Eastern
Time, on Wednesday, June 25, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 20,
2025, to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 If
you require any additional information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very truly yours,

 ROTH CAPITAL PARTNERS, LLC

 By:
 /s/
 Aaron M. Gurewitz

 Aaron
 M. Gurewitz
 President

 cc:
 M.
 Ali Panjwani, Esq.

 Pryor
 Cashman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Clayton Crolius
Chief Financial Officer
Sonim Technologies, Inc.
4445 Eastgate Mall, Suite 200
San Diego, CA 92121

 Re: Sonim Technologies, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 18, 2025.
 CIK No. 0001178697
Dear Clayton Crolius:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: William N. Haddad
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIA
EDGAR

September
24, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Sonim
    Technologies, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-282156

    Acceleration Request

    Requested
    Date:
    September 27, 2024

    Requested
    Time:
    4:01
    p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Sonim Technologies, Inc. (the “Company”)
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the
“Registration Statement”) to become effective on September 27, 2024, at 4:01 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad
at (212) 503-9812 or, in his absence, Kirill Y. Nikonov at (212) 218-2245.

    Very truly yours,

    SONIM TECHNOLOGIES, INC.

    By:

    /s/
    Hao (Peter) Liu

    Name:
    Hao
    (Peter) Liu

    Title:
    Chief
    Executive Officer

    cc:
    William
    N. Haddad, Venable LLP

    Kirill
    Y. Nikonov, Venable LLP

September 23, 2024
Peter Liu
Chief Executive Officer
SONIM TECHNOLOGIES INC
4445 Eastgate Mall, Suite 200
San Diego, CA 92121
Re:SONIM TECHNOLOGIES INC
Registration Statement on Form S-3
Filed September 16, 2024
File No. 333-282156
Dear Peter Liu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

VIA
EDGAR

April
30, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Sonim
    Technologies, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-278577

    Acceleration
    Request

    Requested
    Date:
    May
    3, 2024

    Requested
    Time:
    4:01
    p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Sonim Technologies, Inc. (the “Company”)
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the
“Registration Statement”) to become effective on May 3, 2024, at 4:01 p.m., Eastern Time, or as soon thereafter as
practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective
at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad
at (212) 503-9812 or, in his absence, Kirill Y. Nikonov at (212) 218-2245.

    Very
    truly yours,

    SONIM
    TECHNOLOGIES, INC.

    By:

    /s/
    Hao (Peter) Liu

    Name:
    Hao
    (Peter) Liu

    Title:
    Chief
    Executive Officer

    cc:
    William
    N. Haddad, Venable LLP

    Kirill
    Y. Nikonov, Venable LLP

United States securities and exchange commission logo
April 16, 2024
Peter Liu
Chief Executive Officer
Sonim Technologies, Inc.
4445 Eastgate Mall, Suite 200
San Diego, CA 92121
Re:Sonim Technologies, Inc.
Registration Statement on Form S-3
Filed on April 9, 2024
File No. 333-278577
Dear Peter Liu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Bill Haddad

CORRESP
1
filename1.htm

VIA
EDGAR

December
12, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Sonim
    Technologies, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-275847

    Acceleration
    Request

    Requested
    Date:

    December
    15, 2023

    Requested
    Time:

    4:01
    p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Sonim Technologies, Inc. (the “Company”)
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the
“Registration Statement”) to become effective on December 15, 2023, at 4:01 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective
at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William N. Haddad
at (212) 503-9812 or, in his absence Kirill Y. Nikonov at (212) 218-2245.

    Very
    truly yours,

    SONIM
    TECHNOLOGIES, INC.

    By:

    /s/
    Hao (Peter) Liu

    Name:

    Hao
    (Peter) Liu

    Title:

    Chief
    Executive Officer

    cc:

    William
    N. Haddad, Venable LLP

    Kirill
    Y. Nikonov, Venable LLP

United States securities and exchange commission logo
December 8, 2023
Peter Liu
Chief Executive Officer
SONIM TECHNOLOGIES INC
4445 Eastgate Mall, Suite 200
San Diego, CA 92121
Re:SONIM TECHNOLOGIES INC
Registration Statement on Form S-3
Filed December 1, 2023
File No. 333-275847
Dear Peter Liu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 22, 2021
Robert Tirva
President
SONIM TECHNOLOGIES INC
6836 Bee Cave Road
Building 1, Suite 279
Austin TX 78746
Re:SONIM TECHNOLOGIES INC
Form 10-K for Fiscal Year Ended December 31, 2020
Filed March 18, 2021
File No. 001-38907
Dear Mr. Tirva:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 June 16, 2021

 BY
EMAIL AND OVERNIGHT MAIL

 Kevin Sterzel

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance, Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Re:    SONIM TECHNOLOGIES, INC.

Form 10-K for Fiscal Year Ended December 31, 2020

Filed March 18, 2021

File No. 001-38907

Dear Mr. Sterzel:

 In response to the comment
letter of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), Sonim Technologies, Inc. (the “Company”) respectfully
submits the following response and analysis regarding the Staff’s comment. For ease of reference, we have included below the full text of the Staff comment and respond in turn.

Form 10-K for Fiscal Year Ended December 31, 2020

Item 9 A. Controls and Procedures, page 49

1.
 We note you have not included Management’s Report on Internal Control Over Financial Reporting in your
Form 10-K for fiscal year 2020. As it appears you became a public company on May 14, 2019, the transition period permitted for omitting the report has expired. As such, please amend your filing to include
Management’s Report. Refer to Instruction 1 of Item 308 of Regulation S-K for guidance.

Response of Sonim Technologies, Inc.

 The
Company has determined that the Company failed to include Management’s Report on Internal Control Over Financial Reporting in the Company’s Form 10-K for the fiscal year ended December 31, 2020
(the “Form 10-K”) because the Company made an error interpreting the transition period set forth in Instruction 1 of Item 308. The Company accordingly intends to file promptly an amendment to
the Form 10-K to insert the required disclosure, as follows:

 1

 Management’s Report on Internal Control Over Financial Reporting. Our management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the
Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal accounting and financial officer and effected by our board of directors, management, and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:

•

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets;

•

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on the financial statements.

 Because of the inherent
limitations in a system of internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake or fraud. Additionally, controls can be circumvented by individuals or groups of persons or by an unauthorized override of
controls. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations in our control system, misstatements in our public reports due to error or fraud may occur and not be detected.
In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

 As disclosed in the Original Filing, with respect to the year ended December 31, 2020, we identified a material weakness
in our internal control over financial reporting related to the design and implementation of our IT general controls including elevated (administrator) access to financial reporting systems and subsystems. Although we are making efforts to remediate
these issues, these efforts may not be sufficient to avoid similar material weaknesses in the future.

 Subsequent to the preparation and
filing of the Original Filing, on June 3, 2021, we became aware of an error in our interpretation of the transition period set forth in Instruction 1 to Item 308 of Regulation S-K under the Exchange
Act, relating to the requirement in Item 308(a) of Regulation S-K to provide a report of management on our internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act). The Original Filing contained a statement that the Original Filing did not include a report of management’s assessment regarding internal control over financial
reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. However, we subsequently determined that the relevant transition period was no longer applicable to our Annual Report on
Form 10-K for the year

 2

ended December 31, 2020. Accordingly, we were subject to the requirements of Item 308(a) of Regulation S-K for the fiscal year ended December 31,
2020. As a result of the error, management did not perform the assessment of internal control over financial reporting under a suitable, recognized control framework as required by Item 308 for the year ended December 31, 2020. Promptly upon
learning of the error, management, with the assistance of an independent consulting firm specializing in financial accounting advisory, assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 using
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on this assessment, our management, with the
participation of our principal executive officer and principal financial officer, has concluded that, as of December 31, 2020, our internal control over financial reporting was not effective based on those criteria.

In response to the material weakness described above, we retained an independent consulting firm specializing in financial accounting
advisory, including internal control over financial reporting, to update our documentation of internal controls and related processes in light of the recent restructuring and outsourcing of many of our key functions.

Management also intends to implement the following remedial measures on a going-forward basis to implement effective internal control over
financial reporting:

•

 Continue to work with the independent consulting firm described above to test our existing controls and suggest
further enhancements;

•

 Hire additional qualified accounting and information technology personnel;

•

 Regularly review progress on the development, enhancement and testing of internal controls with the audit
committee of the board of directors, including specific presentations to the audit committee in such progress.

 In
addition, as a result of the erroneous interpretation of Item 308 of Regulation S-K, the Company also re-evaluated the effectiveness of its disclosure controls and
concluded that its disclosure controls were not effective as of December 31, 2020 or March 31, 2021. The Company therefore also intends to amend the Form 10-K to reflect such conclusion and also
intends to file promptly an amendment to its Form 10-Q for the quarter ended March 31, 2021 to reflect such conclusion.

Notwithstanding the above, the Company respectfully believes that, in the context of the overall disclosure in the Form 10-K, the omission of Management’s Report on Internal Control Over Financial Reporting should not render the Form 10-K materially deficient, because the disclosure that
was included in Item 9A of the Form 10-K made clear that the Company is required to maintain internal control over financial reporting and indicated that management had identified a material weakness in
internal control over financial reporting during the relevant period (“[w]ith respect to the year ended December 31, 2020, we identified a material weakness in our internal controls over financial reporting related to the design and
implementation of our IT general controls including elevated (administrator) access to financial reporting systems and subsystems. Although we are making efforts to remediate these issues, these efforts may not be sufficient to avoid similar
material weaknesses in the future.”). Pursuant to Item 308(a)(3), “[m]anagement is not permitted to conclude that the registrant’s internal control over financial reporting is effective if there are one or more material weaknesses in
the registrant’s internal control over financial reporting.” It was therefore clear to a reasonable investor from the existing

 3

disclosure in the Form 10-K that the Company’s internal control over financial reporting was not effective as of December 31, 2020,
notwithstanding the technical omission of management’s report. Moreover, the Form 10-K also included a robust risk factor with respect to the material weakness, copied below:

We have identified one material weakness in our internal control over financial reporting which, if not remediated, could result in
material misstatements in our financial statements.

 A material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. As of December 31,
2020, we have identified one material weakness in internal control over financial reporting that pertain to (i) a deficiency in the design and implementation of ITGCs, including elevated (administrator) access to financial reporting systems and
subsystems, which are not appropriately restricted and segregated.

 Although we have developed and implemented a plan to remediate the
material weakness and believe, based on our evaluation to date, that the material weaknesses will be remediated in a timely fashion, we cannot assure you that this will occur within a specific timeframe. The material weakness will not be remediated
until all necessary internal controls have been designed, implemented, tested and determined to be operating effectively. In addition, we may need to take additional measures to address the material weakness or modify the planned remediation steps,
and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified
material weakness- will not result in a material misstatement of our consolidated financial statements. Moreover, we cannot assure you that we will not identify additional material weakness in our internal control over financial reporting in the
future.

 Until we remediate the material weakness, our ability to record, process and report financial information accurately, and to
prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our common units, cause investors to lose
confidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition.

Without minimizing the appropriateness of promptly adding the omitted disclosure, the Company believes that, based upon the foregoing reasonable users of the
Company’s Form 10-K would have understood that the Company’s internal control over financial reporting was not effective as of December 31, 2020. In that regard, the Company notes for the
information of the Staff that it has not received any inquiry from analysts, investors, stockholders or others concerning the omitted disclosure.

 4

 Thank you for your consideration of the discussion and analysis in this letter. Please do
not hesitate to contact me at (650) 703-4002 or b.tirva@sonimtech.com.

 Sincerely,

 /s/ Robert Tirva

Robert Tirva

President, Chief Operating Officer and Chief Financial Officer

Sonim Technologies, Inc.

 5

United States securities and exchange commission logo
June 3, 2021
Robert Tirva
President
SONIM TECHNOLOGIES INC
6836 Bee Cave Road
Building 1, Suite 279
Austin TX 78746
Re:SONIM TECHNOLOGIES INC
Form 10-K for Fiscal Year Ended December 31, 2020
Filed March 18, 2021
File No. 001-38907
Dear Mr. Tirva:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2020
Item 9 A. Controls and Procedures, page 49
1.We note you have not included Management's Report on Internal Control Over Financial
Reporting in your Form 10-K for fiscal year 2020.   As it appears you became a public
company on May 14, 2019, the transition period permitted for omitting the report has
expired.   As such, please amend your filing to include Management's Report.   Refer to
Instruction 1 of Item 308 of Regulation S-K for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameRobert Tirva
 Comapany NameSONIM TECHNOLOGIES INC
 June 3, 2021 Page 2
 FirstName LastName
Robert Tirva
SONIM TECHNOLOGIES INC
June 3, 2021
Page 2
            You may contact Kevin Stertzel at (202) 551-3723 if you have questions regarding
comments and related matters.  Please contact John Cash, Branch Chief at (202) 551-3768 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 April 8, 2021

VIA EDGAR

 Asia
Timmon-Pierce

 Office of Manufacturing

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
 Sonim Technologies, Inc.

 Registration Statement on Form S-3

 File No. 333-254440

Dear Ms. Timmons-Pierce:

 Pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, Sonim Technologies, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern
Time on April 12, 2021, or as soon thereafter as practicable. The Company respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers LLP of such effectiveness by telephone at (415) 984-8793.

 If you have any questions or comments regarding the foregoing, please do not hesitate to
contact me at (650) 378-8100 or by email at b.tirva@sonimtech.com.

Very truly yours,

/s/ Robert Tirva

Robert Tirva

United States securities and exchange commission logo
March 23, 2021
Tom Wilkinson
Chief Executive Officer
Sonim Technologies Inc.
6836 Bee Cave Road
Bldg. 1, S#279
Austin, Texas 787
Re:Sonim Technologies Inc.
Registration Statement on Form S-3
Filed March 18, 2021
File No. 333-254440
Dear Mr. Wilkinson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Asia Timmons-Pierce at 202-551-3754  with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 SONIM TECHNOLOGIES, INC.

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

Austin, TX 78734

 July 9, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Sonim Technologies, Inc.

Registration Statement on Form S-3

File No. 333-239664

Acceleration Request

 Requested Date:

July 13, 2020

 Requested Time:

4:00 p.m., Eastern Daylight Time

 Ladies and Gentlemen:

The undersigned Registrant hereby requests that the staff of the U.S. Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement to become effective on July 13, 2020, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with Jon Gavenman of Cooley
LLP, counsel to the Registrant, at (650) 843-5055, or in his absence, Marina Remennik of Cooley LLP at (650) 843-5124.

Very truly yours,

Sonim Technologies, Inc.

By:

 /s/ Robert Tirva

Name:

Robert Tirva

Title:

Chief Financial Officer

cc:
 Tom Wilkinson, Sonim Technologies, Inc.

Stephanie Sogawa, Sonim Technologies, Inc.

Jon E. Gavenman, Cooley LLP

Marina Remennik, Cooley LLP

Nicole Orders, Cooley LLP

United States securities and exchange commission logo
July 8, 2020
Thomas Wilkinson
Chief Executive Officer
Sonim Technologies, Inc.
6836 Bee Cave Road
Building 100, Suite 279
Austin, Texas 78746
Re:Sonim Technologies, Inc.
Registration Statement on Form S-3
Filed July 2, 2020
File No. 333-239664
Dear Mr. Wilkinson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 SONIM TECHNOLOGIES, INC.

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

Austin, TX 78734

 June 3, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Sonim Technologies, Inc.

Registration Statement on Form S-1

File No. 333-238869

Acceleration Request

Requested Date:

June 4, 2020

Requested Time:

4:00 p.m., Eastern Daylight Time

 Ladies and Gentlemen:

The undersigned Registrant hereby requests that the staff of the U.S. Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement to become effective on June 4, 2020, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally
request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Jon Gavenman and Milson Yu of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with Jon Gavenman of Cooley
LLP, counsel to the Registrant, at (650) 843-5055, or in his absence, Milson Yu of Cooley LLP at (650) 843-5296.

 Very truly yours,

Sonim Technologies, Inc.

By:

 /s/ Robert Tirva

Name:

Robert Tirva

Title:

Chief Financial Officer

cc:
 Tom Wilkinson, Sonim Technologies, Inc.

Jon E. Gavenman, Cooley LLP

Marina Remennik, Cooley LLP

Milson Yu, Cooley LLP

Heidi Mayon, Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 June 3, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Sonim Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-238869

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”) in connection with the offering pursuant to the above-captioned
Registration Statement, hereby join in the request of Sonim Technologies, Inc. (the “Company”) that the effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m., EST, on June 4, 2020, or at such later
time as the Company or its outside counsel, Cooley LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

 The undersigned, as representatives of the several Underwriters, have and will comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

OPPENHEIMER & CO. INC.

 As Representatives of the Several
Underwriters

By:

/s/ Mike Townley

Name:  Mike Townley

Title:    Head of Investment Banking

 LAKE STREET CAPITAL MARKETS, LLC

 As
Representatives of the Several Underwriters

By:

/s/ Peter Bennett

Name:  Peter Bennett

Title:    Managing Director

CORRESP
1
filename1.htm

CORRESP

 June 2, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Sonim Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-238869

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”) in connection with the offering pursuant to the above-captioned
Registration Statement, hereby join in the request of Sonim Technologies, Inc. (the “Company”) that the effective date of the above-captioned Registration Statement be accelerated to 8:30 a.m., EST, on June 4, 2020, or at such later
time as the Company or its outside counsel, Cooley LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

 The undersigned, as representatives of the several Underwriters, have and will comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

OPPENHEIMER & CO. INC.

 As Representatives of the Several
Underwriters

By:

/s/ Mike Townley

Name:  Mike Townley

Title:    Head of Investment Banking

 LAKE STREET CAPITAL MARKETS, LLC

 As
Representatives of the Several Underwriters

By:

/s/ Peter Bennett

Name:  Peter Bennett

Title:    Managing Director

CORRESP
1
filename1.htm

CORRESP

 SONIM TECHNOLOGIES, INC.

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

Austin, TX 78734

 June 2, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Sonim Technologies, Inc.

Registration Statement on Form S-1

File No. 333-238869

Acceleration Request

Requested Date:

June 4, 2020

Requested Time:

8:30 a.m., Eastern Daylight Time

 Ladies and Gentlemen:

The undersigned Registrant hereby requests that the staff of the U.S. Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement to become effective on June 4, 2020, at 8:30 a.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally
request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Jon Gavenman and Milson Yu of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with Jon Gavenman of Cooley
LLP, counsel to the Registrant, at (650) 843-5055, or in his absence, Milson Yu of Cooley LLP at (650) 843-5296.

 Very truly yours,

Sonim Technologies, Inc.

By:

 /s/ Robert Tirva

Name:

Robert Tirva

Title:

Chief Financial Officer

cc:
 Tom Wilkinson, Sonim Technologies, Inc.

Jon E. Gavenman, Cooley LLP

Marina Remennik, Cooley LLP

Milson Yu, Cooley LLP

Heidi Mayon, Goodwin Procter LLP

United States securities and exchange commission logo
May 15, 2020
Thomas Wilkinson
Chief Executive Officer
Sonim Technologies, Inc.
6836 Bee Cave Road
Building 1, Suite 279
Austin, Texas 78746
Re:Sonim Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted on May 11, 2020
CIK No. 1178697
Dear Mr. Wilkinson:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Underwriters Acceleration Request

 May 9, 2019

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Sonim Technologies, Inc.

 Registration Statement on Form S-1 (File No. 333-230887)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the
underwriters (the “Representatives”), hereby join in the request of Sonim Technologies, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-230887) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s common stock, so that the
Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on May 9, 2019, or as soon thereafter as practicable. The undersigned, as Representatives of the underwriters, confirm that they are aware of their obligations under
the Securities Act.

 Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that we have distributed approximately
436 copies of the Preliminary Prospectus dated April 29, 2019 through the date hereof, to underwriters, dealers, institutional investors and others.

[Remainder of page intentionally left blank]

 The undersigned, as Representatives of the underwriters, hereby represent on behalf of the
underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above proposed offering.

Very truly yours,

 Oppenheimer & Co. Inc.

Lake Street Capital Markets, LLC

        As representatives of the several underwriters

OPPENHEIMER & CO. INC.

By:

/s/ Robin A. Graham

Authorized Signatory

LAKE STREET CAPITAL MARKETS, LLC

By:

/s/ Thomas Cullum

Authorized Signatory

CORRESP
1
filename1.htm

Company Acceleration Request

1975 South Grant Street

VIA EDGAR

Suite 750

San Mateo, CA 94402

 May 9, 2019

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington D.C., 20549

Attn:

 Joshua Shainess

 Celeste M. Murphy

Kathryn Jacobson

 Lisa Etheredge

Re:

 Sonim Technologies, Inc.

Registration Statement on Form S-1

File No. 333-230887

   Acceleration Request

           Requested Date:

Thursday, May 9, 2019

           Requested Time:

4:00 P.M. Eastern Daylight Time

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-230887) (the “Registration Statement”) to become effective on May 9, 2019, at 4:00 p.m., Eastern Daylight Time,
or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Jon
Gavenman and Milson Yu of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has
been declared effective, please orally confirm that event with Jon Gavenman of Cooley LLP, counsel to the Registrant, at (650) 843-5055, or in his absence, Milson Yu of Cooley LLP at (650) 843-5296.

 Cooley LLP    3175 Hanover Street    Palo Alto,
CA    94304-1130

 t: (650) 843-5000     f: (650) 849-7400     cooley.com

 May 9, 2019

Page Two

 Sincerely,

Sonim Technologies, Inc.

 By: /s/ Robert Plaschke

Robert Plaschke

 Chief Executive Officer

 cc:

James Walker, Sonim Technologies, Inc.

Jon Gavenman, Cooley LLP

Marina Remennik, Cooley LLP

Milson Yu, Cooley LLP

Richard Kline, Goodwin Procter LLP

Heidi Mayon, Goodwin Procter LLP

 Cooley LLP    3175 Hanover Street    Palo Alto,
CA    94304-1130

 t: (650) 843-5000     f: (650) 849-7400     cooley.com

CORRESP
1
filename1.htm

SEC Response Letter

 Jon E. Gavenman

 +1 650 843 5055

jgavenman@cooley.com

VIA EDGAR AND COURIER

 May 9, 2019

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington D.C., 20549

Attn:
 Joshua Shainess

Celeste M. Murphy

 Kathryn
Jacobson

 Lisa Etheredge

Re:
 Sonim Technologies, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 29, 2019

File No. 333-230887

Ladies and Gentlemen:

 On behalf of Sonim Technologies, Inc.
(the “Company”), we are providing this response letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation
Finance (the “Staff”) contained in its letter, dated May 8, 2019 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1, as filed on April 29, 2019 (the “Registration Statement”).

 The Company is
concurrently filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”), which reflects changes made in response to the Comments contained in the Comment Letter and certain other changes.
We are also sending the Staff a copy of this response letter, along with copies of the Amended Registration Statement marked to show all changes made to the Registration Statement.

The numbering of the paragraphs below corresponds to the numbering of the Comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this response letter but not otherwise defined in this
response letter shall have the meanings set forth in the Registration Statement.

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 May 9, 2019

 Page Two

 Registration Statement on Form S-1

Preliminary Estimated Unaudited Financial Results for the Three Months Ended March 31, 2019

Gross profit and margin, page 5

1.
 We note that gross profit is expected to increase from 28% for the three months ended March 31, 2018 to
35% for the three months ended March 31, 2019. Please revise to explain the reason for this increase, specifically addressing which components of cost of revenues decreased relative to total revenues during the first quarter of 2019, compared
to the same period last year. To the extent that the adoption of ASC 606 is expected to have a material impact on your results for the three months ended March 31, 2019 as compared to March 31, 2018, please also revise to quantify that
impact.

 The Company respectfully advises the Staff that it has revised the disclosure on page 5 of the Amended Registration
Statement. The Company respectfully notes that, on pages F-17 and F-18 of the Amended Registration Statement, the Company has disclosed that it plans to adopt ASC 606
when it becomes effective for it in 2019 and that it does not believe the impact of the new standard related to revenue recognition will have a material impact on the Company’s consolidated financial statements.

Results of Operations—Years Ended December 31, 2017 and 2018

Research and development, page 59

2.
 We note your response to comment five from our letter dated April 24, 2019. To enhance transparency for
investors as you continue to launch new products, please revise your discussion of research and development expenses to quantify the costs associated with your technical approval process during each period presented.

The Company respectfully advises the Staff that it has revised the disclosure on page 60 of the Amended Registration Statement.

The Company respectfully requests the Staff’s assistance in completing the review of this response letter. Please contact me at (650) 843-5055 with any questions regarding the Company’s responses to the Staff’s Comments or if you require further information. Thank you in advance for your attention to this matter.

Sincerely,

 /s/ Jon
Gavenman

 Jon E. Gavenman

cc:
 Robert Plaschke, Sonim Technologies, Inc.

James Walker, Sonim Technologies, Inc.

Michael Tenta, Cooley LLP

 Marina
Remennik, Cooley LLP

 Richard Kline, Goodwin Procter LLP

Heidi Mayon, Goodwin Procter LLP

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

May 8, 2019
Robert Plaschke
Chief Executive Officer
Sonim Technologies, Inc.
1875 South Grant Street
Suite 750
San Mateo, CA 94402
Re:Sonim Technologies, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 29, 2019
File No. 333-230887
Dear Mr. Plaschke:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Preliminary Estimated Unaudited Financial Results for the Three Months Ended March 31, 2019
Gross profit and margin, page 5
1.We note that gross profit is expected to increase from 28% for the three months ended
March 31, 2018 to 35% for the three months ended March 31, 2019.  Please revise to
explain the reason for this increase, specifically addressing which components of cost of
revenues decreased relative to total revenues during the first quarter of 2019, compared to
the same period last year.  To the extent that the adoption of ASC 606 is expected to have
a material impact on your results for the three months ended March 31, 2019 as compared
to March 31, 2018, please also revise to quantify that impact.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc.
 May 8, 2019 Page 2
 FirstName LastName
Robert Plaschke
Sonim Technologies, Inc.
May 8, 2019
Page 2
Results of Operations - Years Ended December 31, 2017 and 2018
Research and development, page 59
2.We note your response to comment five from our letter dated April 24, 2019.  To enhance
transparency for investors as you continue to launch new products, please revise your
discussion of research and development expenses to quantify the costs associated with
your technical approval process during each period presented.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or Lisa
Etheredge, Senior 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 Kathleen Krebs, Special Counsel, at (202) 551-3350
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Jon E. Gavenman

 +1 650 843 5055

jgavenman@cooley.com

VIA EDGAR AND COURIER

 April 29, 2019

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington D.C., 20549

Attn:
 Joshua Shainess

 Celeste M. Murphy

 Kathryn Jacobson

 Lisa Etheredge

Re:
 Sonim Technologies, Inc.

 Registration Statement on Form S-1

 Filed April 15, 2019

 File No. 333-230887

Ladies and Gentlemen:

 On behalf of Sonim Technologies, Inc.
(the “Company”), we are providing this response letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation
Finance (the “Staff”) contained in its letter, dated April 24, 2019 (the “Comment Letter”), relating to the Company’s Registration Statement on Form
S-1, as filed on April 15, 2019 (the “Registration Statement”).

 The Company is
concurrently filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), which reflects changes made in response to the Comments contained in the Comment Letter and certain other changes.
We are also sending the Staff a copy of this response letter, along with copies of the Amended Registration Statement marked to show all changes made to the Registration Statement.

The numbering of the paragraphs below corresponds to the numbering of the Comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this response letter but not otherwise defined in this
response letter shall have the meanings set forth in the Registration Statement.

 Registration Statement on Form

S-1 Cover Page

1.
 Disclose the number of shares of your common stock being offered by the selling stockholders on the
prospectus cover page.

 The Company respectfully advises the Staff that it has disclosed the number of shares of its
common stock being offered by the selling stockholder on the prospectus cover page.

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

 April 29, 2019

 Page Two

 Critical Accounting Policies and

Estimates Stock-Based Compensation,

 page
61

2.
 We note your correspondence dated April 23, 2019. We are evaluating this supplemental response to
comment fifteen from our letter dated March 12, 2019 and may have further comments.

 The Company respectfully
acknowledges the Staff’s comment.

 Principal and Selling Stockholders, page 100

3.
 Add a column to your Principal and Selling Stockholder Table to reflect the number of shares of common stock
being offered by each selling stockholder. Also clarify whether the selling stockholders will only sell shares to the extent the underwriters exercise their option to purchase additional shares in the offering.

The Company respectfully advises the Staff that it has revised the disclosure on page 105 of the Amended Registration Statement.

Underwriting, page 114

4.
 Clarify whether the restrictions in the 180-day lock-up agreement apply to the sale of shares to the underwriters in the offering.

The Company respectfully advises the Staff that is has revised the disclosure on page 113 and 120 of the Amended Registration Statement.

Note 1 - The Company and its Significant Accounting Policies

Revenue Recognition, page F-9

5.
 We note your response to comment four and your revised disclosures. It appears that you account for design
and configuration activities associated with your technical approval process for new and existing products as research and development costs. If true, please tell us how you considered ASC 730-10-55-2(e) in making that determination. Otherwise, please revise to clarify where you present these costs within your statement of operations and disclose your
basis for that classification.

 The Company respectfully advises the Staff that it has revised the disclosures on
pages F-9, under the subheading “Revenue Recognition,” and F-11, under the subheading “Research and Development,” of the Amended Registration
Statement to clarify the nature of the Company’s costs associated with its technical approval process and the related accounting. As noted in the

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 April 29, 2019

 Page Three

risk factor on pages 17 and 18 of the Amended Registration Statement, the Company is required to undergo a lengthy design, configuration and certification process for each wireless carrier
customer. The Company discloses in its risk factor that “[e]ach wireless carrier requires each of our devices to complete a thorough technical acceptance process before it can be stocked and sold. Such acceptance processes impose rigorous and
complex requirements on our devices, which result in a lengthy testing and certification process, during which we incur substantial operating expenses related to the wireless carrier’s technical acceptance of our devices.” Given the nature
of the technical approval activities as described, the Company respectfully notes that it believes that the costs associated with the technical approval process fall under ASC 730-10-55-1(i), as these costs are incurred in connection with engineering activities required to advance the design of the Company’s products to meet the functional requirements of each
wireless carrier customer to prepare such products for manufacture, and ultimately, for sale to each wireless carrier customer.

 The Company respectfully
requests the Staff’s assistance in completing the review of this response letter. Please contact me at (650) 843-5055 with any questions regarding the Company’s responses to the Staff’s Comments
or if you require further information. Thank you in advance for your attention to this matter.

 Sincerely,

/s/ Jon Gavenman

Jon E. Gavenman

cc:
 Robert Plaschke, Sonim Technologies, Inc.

 James Walker, Sonim Technologies, Inc.

 Michael Tenta, Cooley LLP

 Marina Remennik, Cooley LLP

 Richard Kline, Goodwin Procter LLP

 Heidi Mayon, Goodwin Procter LLP

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

April 24, 2019
Robert Plaschke
Chief Executive Officer
Sonim Technologies, Inc.
1875 South Grant Street
Suite 750
San Mateo, CA 94402
Re:Sonim Technologies, Inc.
Registration Statement on Form S-1
Filed April 15, 2019
File No. 333-230887
Dear Mr. Plaschke:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Disclose the number of shares of your common stock being offered by the selling
stockholders on the prospectus cover page.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 61
2.We note your correspondence dated April 23, 2019.  We are evaluating this supplemental
response to comment fifteen from our letter dated March 12, 2019 and may have further
comments.

 FirstName LastNameRobert Plaschke
 Comapany NameSonim Technologies, Inc.
 April 24, 2019 Page 2
 FirstName LastName
Robert Plaschke
Sonim Technologies, Inc.
April 24, 2019
Page 2
Principal and Selling Stockholders, page 100
3.Add a column to your Principal and Selling Stockholder Table to reflect the number of
shares of common stock being offered by each selling stockholder.  Also clarify whether
the selling stockholders will only sell shares to the extent the underwriters exercise their
option to purchase additional shares in the offering.
Underwriting, page 114
4.Clarify whether the restrictions in the 180-day lock-up agreement apply to the sale of
shares to the underwriters in the offering.
Note 1 - The Company and its Significant Accounting Policies
Revenue Recognition, page F-9
5.We note your response to comment four and your revised disclosures.  It appears that you
account for design and configuration activities associated with your technical approval
process for new and existing products as research and development costs.  If true, please
tell us how you considered ASC 730-10-55-2(e) in making that determination.  Otherwise,
please revise to clarify where you present these costs within your statement of operations
and disclose your basis for that classification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

Cheap Stock Letter

 Jon Gavenman

 +1 650 843 5055

jgavenman@cooley.com

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Sonim Technologies, Inc. in

connection with Registration Statement on Form S-1 filed on
April 15, 2019

 April 23, 2019

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington D.C. 20549

Attn:
 Joshua Shainess

Celeste M. Murphy

 Kathryn
Jacobson

 Lisa Etheredge

RE:
 Sonim Technologies, Inc.

Registration Statement on Form S-1

Filed on April 15, 2019

File No. 333-230887

Ladies and Gentlemen:

 On behalf of Sonim Technologies, Inc.
(the “Company”), we are supplementally providing the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with information regarding the
proposed price range of the shares of the Company’s common stock to be offered in the proposed initial public offering (“IPO”) pursuant to the Company’s Registration Statement on
Form S-1 (File No. 333-230887), as filed with the Commission on April 15, 2019 (the “Registration Statement”), as well as
historical information with respect to the estimated fair value of its common stock since April 1, 2018. We are providing this letter in response to the comment from the Staff received by letter dated April 3, 2019 (the “Comment
Letter”) relating to the Registration Statement originally confidentially submitted on February 14, 2019.

 Confidential Treatment
Request

 Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R.
§200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from
the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request
access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and
be given at least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the
undersigned at 650-843-5055 rather than rely on the U.S. mail for such notice.

[*]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and filed
separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 3175 Hanover Street Palo Alto, CA
94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 Page Two

 For the convenience of the Staff, we have recited the prior comment from the Comment Letter from the Staff in
italicized type and have followed the comment with the Company’s response.

 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.

 IPO Price Range

 The Company supplementally
advises the Staff that the Company preliminarily estimates a price range of $[***] to $[***] per share (the “IPO Price Range”) for its IPO. As is typical in IPOs, the IPO Price Range was not derived using a
formal determination of fair value, but was determined by discussions between the Company and the underwriters. The IPO Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and
prospects, performance of recent initial public offerings and input received from the lead underwriters. In determining the IPO Price Range, the underwriters focused on a number of valuation methodologies to triangulate the valuation, including a
discounted cash flow analysis and relevant trading multiples.

 Historical Fair Value Determination and Methodology

As stated in the Registration Statement, the Company accounts for stock-based compensation expense related to stock-based awards based on the estimated fair
value of the award on the grant date, net of estimated forfeitures. For stock-based awards subject to performance conditions, the Company evaluates the probability of achieving each performance condition at each reporting date and recognizes expense
when it is deemed probable that a performance condition will be met using the accelerated attribution method. The Registration Statement describes the Company’s use of the Black-Scholes option-pricing model for the purpose of calculating the
fair value of stock options and describes and quantifies the significant assumptions used.

 The board of directors of the Company (the
“Board”) intended all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant. Historically, the estimated fair values of
the shares of the Company’s common stock underlying the Company’s stock options were estimated on each grant date by the Board and were supported by periodic independent third-party valuations. In contrast to the metrics used by the
underwriters in determining the IPO Price Range, the historical valuations of the Company’s common stock were determined by an independent third-party valuation firm in accordance with the guidance provided by the American Institute of
Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation as described herein and starting on page 60 of the Registration Statement. As described below, since April 1, 2018,
the Company made equity awards in September 2018 (the “September 2018 Grants”) based in part on an independent third-party valuation as of August 31, 2018 (the “August Valuation”) and in April
2019 (the “April 2019 Grants” and, together with the September 2018 Grants, the “Grants”) based in part on an independent third-party valuation as of March 31, 2019 (the “March
Valuation” and, together with the August Valuation, the “Valuations”).

[*]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and filed
separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 3175 Hanover Street Palo Alto, CA
94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 Page Three

The methodology used by the Company and the third-party valuation firm to determine the fair value of the Company’s common stock in the August Valuation included a weighting of the market
approach based on comparable public company revenue multiples and the income approach based on the discounted cash flows (“DCF”) method, with the portion of total equity value allocated to the Company’s common stock
estimated using the Option Pricing Method (“OPM”), as further discussed below under “Determination of Estimated Value.” The Board determined that there were no material changes in the Company’s business since
August 2018 or in the assumptions upon which the August Valuation was based that had affected the fair value of its shares of common stock at the time of the September 2018 Grants. The methodology used by the Company and the third-party valuation
firm to determine the fair value of the Company’s common stock in the March Valuation included a weighting of the market approach based on comparable public company revenue multiples and the income approach based on the DCF method, as further
discussed under below under “Determination of Estimated Value.”

 Given the absence of a public trading market for the Company’s common
stock, the Board exercised its judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date as well as the Valuations, developments in the
Company’s operations, actual operating results and financial performance and capital resources, the conditions in the Company’s industry and the economy and capital markets in general, the stock price performance and volatility of
comparable public companies, the likelihood of achieving a liquidity event for shares of the Company’s common stock underlying these stock options, such as a sale of the Company or an initial public offering, and the lack of liquidity of the
Company’s common stock, among other factors.

 As described in the Registration Statement, in November 2018, the Company effected a one-for-fifteen reverse stock split for its common stock (the “Reverse Stock Split”) as well as the conversion of each share of the Company’s
then-outstanding preferred stock to one share of common stock (the “Conversion”). Except as otherwise indicated herein, all figures presented give effect to the Reverse Stock Split and the Conversion.

After the Reverse Stock Split and the Conversion, commencing in November 2018 and continuing through January 2019, the Company issued and sold shares of its
common stock on an “arms’-length” basis in several tranches at a purchase price per share of $7.18 to multiple investors, several of which were existing investors of the Company (the “Common Stock Financing”).

 Determination of Estimated Value

 The
valuation approaches used by the independent third-party firm includes the following:

 Market Approach: Market Multiple of Revenues

The market approach attempts to value an asset or security by examining observable market values for similar assets or securities. In each Valuation, the
analysis estimated the Company’s total equity valuation based on a multiple of the Company’s trailing 12 months of revenues. The multiplier was determined using enterprise value multiples of revenues for several publicly traded companies
within the Company’s industry.

[*]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and filed
separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 3175 Hanover Street Palo Alto, CA
94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 Page Four

 Income Approach: Discounted Cash Flow

The income approach attempts to value an asset or security based on the expectation of a stream of future benefits, commonly through the DCF method. Under the
DCF method, the Company’s projected after-tax free cash flows were discounted back to present value using a discount rate. The discount rate, known as the weighted average cost of capital, accounts for
the time value of money and the appropriate degree of risk inherent in the Company’s business. In addition to the value of the annual cash flows, a terminal value is projected at the end of the forecast period. Both the terminal value and the
future cash flows are discounted back to the valuation date and summed to determine total equity present value. The DCF method requires significant assumptions, in particular, regarding the Company’s projected cash flows and the discount rate
applicable to the Company’s business.

 Allocation of Estimated Value to Outstanding Securities

Option Pricing Method

 The OPM treats securities,
including debt, common stock and preferred stock, as a series of call options on the enterprise’s value, with exercise prices based on the securities’ respective liquidation preferences and conversion values. Accordingly, the common stock
and preferred stock is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the liquidation preferences are fulfilled and debt is repaid, and considering the relevant
rights of the preferred stock (e.g., participation) as well as the potential dilution from other outstanding securities such as options and warrants.

Illiquidity and Preference Discount

 In determining the
estimated fair value of the Company’s common stock, the Board also considered that (i) the common stock is not freely tradeable in the public markets and (ii) the holders of the common stock did not have control, economic and other
preference rights enjoyed by the holders of the Company’s outstanding preferred stock. The estimated fair value of the Company’s common stock at the date of each Valuation therefore reflects a discount for lack of marketability
(“DLOM”) partially based on the anticipated likelihood and timing of a future liquidity event as well as lack of preference rights.

Summary of Equity Issuances

 To facilitate the
Staff’s review, the table below contains all grants of options to purchase shares of the Company’s common stock and all other issuances of equity securities of the Company made since April 1, 2018 through the date of this letter. The
share numbers, per share exercise price and fair values are all adjusted for the Reverse Stock Split.

[*]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and filed
separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 3175 Hanover Street Palo Alto, CA
94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 Page Five

 Grant/Issue Date

Number of Shares
Underlying Awards
Granted / Shares
Sold

Exercise Price Per
Share / Price Per
Share

Estimated Fair
Value Per Share on
Date of Grant

Fair Value Per
Share for Financial
Reporting
Purposes

 Options granted in September 2018

458,057

$0.90

$0.90

$0.90

 Common Stock Financing:

November 2018 to January 2019

1,498,533

$7.18

N/A

N/A

 Options and restricted stock units granted in April 2019

800,000

$10.94

$10.94

$10.94

 September 2018 Grants

The Company, with the assistance of a third-party valuation firm, performed a valuation of the Company’s common stock as of August 31, 2018 on a non-controlling, non-marketable basis using a weighting of the market approach based on a market multiple of trailing 12 months of revenues and the income approach
based on the DCF method. The analysis applied a 60% weighting to the market approach equity value and a 40% weighting to the income approach equity value, with a DLOM of 40.1%.

The market approach yielded a total equity value of approximately $[***] million using a multiplier of 1.07. The DCF method yielded a total equity value of
approximately $[***] million. The present value of after-tax free cash flows projected through 2020 was determined to be approximately $[***] million, after applying present value factors of 0.951, 0.779 and
0.577 for the three-month period ended December 31, 2018, fiscal year 2019 and fiscal year 2020, respectively. The terminal present value was determined to be approximately $[***] million, after applying a 0.496 present value factor, based on a
market multiple of projected revenues at the end of the forecast period. The total equity value was determined by taking the sum of the present values of after-tax free cash flows and terminal value. Based on
the above, the analysis resulted in an equity value of approximately $[***] million after weighting the market approach equity value at 60% and the income approach equity value at 40%.

The third-party valuation firm utilized the OPM back-solve approach in t

CORRESP
1
filename1.htm

Response Letter

 April 15, 2019

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington D.C., 20549

Attn:
 Joshua Shainess

 Celeste M. Murphy

 Kathryn Jacobson

 Lisa Etheredge

Re:
 Sonim Technologies, Inc.

 Amendment No. 1 to

 Draft Registration Statement on Form S-1

 Submitted April 3, 2019

 CIK No. 0001178697

Ladies and Gentlemen:

 On behalf of Sonim Technologies, Inc.
(the “Company”), we are providing this response letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation
Finance (the “Staff”) contained in its letter, dated April 9, 2019 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to its Draft Registration Statement on Form S-1, as confidentially submitted to the Staff on April 3, 2019 (the “Draft Registration Statement”).

The Company is concurrently filing the Registration Statement on Form S-1 (the “Registration
Statement”), which reflects changes made in response to the Comments contained in the Comment Letter and certain other changes. We are also sending the Staff a copy of this response letter, along with copies of the Registration
Statement marked to show all changes made to the Draft Registration Statement.

 The numbering of the paragraphs below corresponds to the numbering of the
Comments contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement.
Capitalized terms used in this response letter but not otherwise defined in this response letter shall have the meanings set forth in the Registration Statement.

 April 15, 2019

 Page Two

 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 the State 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 district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Please bifurcate your risk factor disclosure as to
the two choice of forum provisions and discuss the risks of each and questions of enforceability separately.

 The Company respectfully advises the
Staff that it has revised the disclosure on pages 35 and 36 of the Registration Statement.

 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.

 The Company respectfully advises the Staff that it has revised the disclosure on page 55 of the Registration
Statement to disclose the extent to which the Company’s 129.8% revenue growth was attributable to AT&T. The Company respectfully notes that the Company transacts directly with AT&T and its designated affiliates but does not transact
with FirstNet, which is operated and managed by AT&T. AT&T began sales of mobile phones to public safety end customers in March 2018. The Company does not receive any data from AT&T or FirstNet related to end customers, including any
information related to quantity of the Company’s mobile phones that are sold by AT&T to its FirstNet public safety end customers versus other customers.

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 to facilitate investor understanding of your liquidity position. Please
refer to Section II.A of the Commission Guidance on Presentation of Liquidity and Capital Resources Disclosures in Management’s Discussion and Analysis (September, 2010) at
https://www.sec.gov/rules/interp/2010/33-9144fr.pdf.

 The Company respectfully advises the Staff that
it has revised the disclosure on page 59 of the Registration Statement.

 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 significant customization, please revise to clarify if these costs are reimbursable and if you consider them to be pre-production expenses related to a long-term supply agreement. Please separately address costs incurred before and after receipt of a product award letter. Refer to ASC 340-10-25-1.

 April 15, 2019

 Page Three

 The Company respectfully advises the Staff that it has revised the significant
policy disclosures of Property and Equipment and Revenue Recognition on page F-9 of the Registration Statement. The Company respectfully notes that, as disclosed on page
F-9 of the Registration Statement, the Company does not charge separately for design, certification and approval activities that do not involve significant customization. As a result, the Company notes that
there is no reimbursement of such costs.

 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 EBITDA covenant as of December 31, 2018 and beyond. If so, please disclose the covenant requirements. 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 with all applicable financial covenants as of December 31, 2018. Similarly revise your MD&A liquidity disclosures beginning on page 55.

The Company respectfully advises the Staff that it has revised the disclosure on pages 56 and F-23 of the Registration
Statement.

 The Company respectfully requests the Staff’s assistance in completing the review of this response letter. Please contact me at (650) 843-5055 with any questions regarding the Company’s responses to the Staff’s Comments or if you require further information. Thank you in advance for your attention to this matter.

Sincerely,

 /s/ Jon Gavenman

Jon E. Gavenman

cc:
 Robert Plaschke, Sonim Technologies, Inc.

 James Walker, Sonim Technologies, Inc.

 Michael Tenta, Cooley LLP

 Marina Remennik, Cooley LLP

 Richard Kline, Goodwin Procter LLP

 Heidi Mayon, Goodwin Procter LLP

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

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