0001213900-20-016203.txt : 20200630 0001213900-20-016203.hdr.sgml : 20200630 20200629192743 ACCESSION NUMBER: 0001213900-20-016203 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200604 FILED AS OF DATE: 20200629 DATE AS OF CHANGE: 20200629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 20998978 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER NAME: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Opportunity Fund, LP CENTRAL INDEX KEY: 0001642765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 20998979 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Management GP, LLC CENTRAL INDEX KEY: 0001749420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 20998980 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-689-2220 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001658704 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 20998981 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY PRINCIPAL INVESTMENTS, LLC CENTRAL INDEX KEY: 0001776226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 20998982 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 20998983 MAIL ADDRESS: STREET 1: C/O B. RILEY FINANCIAL, INC. STREET 2: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SONIM TECHNOLOGIES INC CENTRAL INDEX KEY: 0001178697 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943336783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6836 BEE CAVE ROAD STREET 2: BUILDING 1, SUITE 279 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 650-378-8100 MAIL ADDRESS: STREET 1: 6836 BEE CAVE ROAD STREET 2: BUILDING 1, SUITE 279 CITY: AUSTIN STATE: TX ZIP: 78746 4 1 ownership.xml X0306 4 2020-06-04 0 0001178697 SONIM TECHNOLOGIES INC SONM 0001464790 B. Riley Financial, Inc. 21255 BURBANK BLVD. SUITE 400 WOODLAND HILLS CA 91367 1 0 1 0 0001642765 BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES CA 90025 1 0 1 0 0001749420 BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 1 0 1 0 0001658704 B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES CA 90025 1 0 1 0 0001776226 B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS CA 91367 1 0 0 1 See Remarks 0001207269 RILEY BRYANT R 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS CA 91367 1 0 1 0 Common Stock 2020-06-09 4 P 0 1380000 0.75 A 2453658 I By BRPLP Common Stock 1139085 D Common Stock 2020-06-09 4 P 0 146667 0.75 A 146667 I By Bryant R. Riley, as UTMA custodian for Susan Riley Common Stock 2020-06-09 4 P 0 146667 0.75 A 146667 I By Bryant R. Riley, as UTMA custodian for Charlie Riley Common Stock 2020-06-09 4 P 0 146667 0.75 A 146667 I By Bryant R. Riley, as UTMA custodian for Eloise Riley Common Stock 2020-06-09 4 P 0 146666 0.75 A 146666 I By Bryant R. Riley, as UTMA custodian for Abigail Riley Common Stock 2020-06-09 4 M 0 3560167 0.75 A 3560167 I By BRPI Common Stock 2020-06-09 4 M 0 4666667 0.75 A 7120325 I By BRPLP Convertible Promissory Note (right to buy) 8.87 2020-06-04 4 S 0 3500000 D 2018-04-09 2022-09-21 Common Stock 410469.03 6251388.89 I By BRPI Convertible Promissory Note (right to buy) 8.87 2020-06-04 4 P 0 3500000 A 2018-04-09 2022-09-21 Common Stock 410469.03 3500000 I By BRPLP Convertible Promissory Note (right to buy) 0.75 2020-06-09 4 M 0 3500000 0 D 2020-06-09 2022-09-21 Common Stock 4666667 0 I By BRPI Convertible Promissory Note (right to buy) 0.75 2020-06-09 4 M 0 2670125.51 0 D 2020-06-09 2022-09-21 Common Stock 3560167 0 I By BRPLP This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI") and Bryant R. Riley. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPI. Bryant R. Riley is the Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF and, as a result, may be deemed to indirectly beneficially own securities of the Issuer held by BRF, BRPLP and BRPI. Each reporting person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of such person's pecuniary interest therein. Kenneth M. Young, a member of the Board of Directors of the Issuer, is the President of BRF and the Chief Executive Officer of BRPI and was elected to the Board of Directors of the Issuer as a representative of BRF, BRPLP, BRPGP, BRCM, BRPI and Bryant R. Riley. As a result, Kenneth M. Young is a director by deputization for Section 16 purposes. On June 9, 2020, BRPLP acquired these shares of Issuer common stock in the Issuer's underwritten public offering of common stock (the "Public Offering"). Represents shares of Issuer common stock owned directly by BRF Represents shares of Issuer common stock owned indirectly by Bryant R. Riley as custodian for his children. On June 9, 2020, BRPI was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note (as defined below) at a conversion price of $0.75 per share. See Note 9. On June 9, 2020, BRPLP was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note at a conversion price of $0.75 per share. See Note 9. On June 4, 2020, BRPI sold to BRPLP a $3,500,000 participation in the Convertible Promissory Note, dated April 9, 2018, as amended (the "Convertible Promissory Note") for $3,500,000 in cash. On June 1, the Issuer and BRPI entered into an amendment to the Convertible Promissory Note pursuant to which the Issuer agreed that, contingent upon the completion of the Public Offering, the Convertible Promissory Note would be extinguished for (i) the payment of $4,000,000 in cash and (2) a number of shares of Issuer common stock determined by dividing the remaining principal amount and accrued interest by the price to be determined in the Public Offering. The Public Offering closed on June 9, 2020 at a price per share of Issuer common stock of $0.75. As a result of the amendment of the Convertible Promissory Note and the completion of the Public Offering, each of BRPI and BRPLP were deemed to have disposed to the Issuer their respective portions of the derivate security represented by the Convertible Promissory Note in exchange for the issuance by the Issuer of a derivative security represented by the Convertible Promissory Note as amended to reflect the $0.75 conversion price, which security was immediately thereafter converted for the underlying shares of Issuer common stock. Certain of these reported transactions are subject to disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934. The reporting persons have remitted the full amount of recoverable profits to the Issuer. B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 2020-06-29 BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer 2020-06-29 BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 2020-06-29 B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 2020-06-29 B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 2020-06-29 /s/ Bryant R. Riley 2020-06-29