SONX SEC Filings - Sonendo, Inc.- Annual Report, Proxy Statement, Prospectus

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1407973

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sonendo, Inc.

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

March 26, 2025	EX-19.1	Insider Trading Policy PURPOSE The purpose of this document is to detail the policy for insider trading at Sonendo, Inc.
March 26, 2025	EX-21.1	List of Subsidiaries Exhibit 21.1 SONENDO, INC. LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization Sonendo Acquisition Corp California Pipstek, LLC Delaware
March 26, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40988 Sonendo, Inc. (Exact name of registrant as specif
March 4, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
March 4, 2025	EX-10.1	Amendment No. 4 to Amended and Restated Credit Agreement and Guaranty, effective as of February 28, 2025 Ex. 10.1 AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of February 28, 2025 (this “Amendment”), is made among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings III, LP, a Delaware limited p
February 27, 2025	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40988 SONENDO, INC. (Exact name of registrant as specified in its
February 26, 2025	S-8 POS	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	S-8 POS	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	S-8 POS	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	POS AM	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	S-8 POS	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	POS AM	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	S-8 POS	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
February 26, 2025	S-8 POS	As filed with the Securities and Exchange Commission on February 26, 2025 As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.
November 14, 2024	EX-99.A	JOINT FILING AGREEMENT EX-99.A 2 ex99-a.htm JOINT FILING AGREEMENT CUSIP No. 835431206 Page 7 of 7 Exhibit A JOINT FILING AGREEMENT The Undersigned agree that the statement on Schedule 13G with respect to the common stock of Sonendo, Inc, dated as of November 14, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisio
November 14, 2024	SC 13G/A	SONXD / Sonendo, Inc. / First Light Asset Management, LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 sonx-sc13ga111424.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Sonendo, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 835431206 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec
November 12, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q tza ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
November 12, 2024	EX-99.1	Sonendo, Inc. Reports Third Quarter 2024 Financial Results Ex. 99.1 Sonendo, Inc. Reports Third Quarter 2024 Financial Results LAGUNA HILLS, CA – November 12, 2024 – Sonendo, Inc. (“Sonendo” or the “Company”) (OTCQX: SONX), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the third quarter ended September 30, 2024. Recent Highlights • Generated $8.0 million total revenue for the third quarte
November 12, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
October 22, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
October 22, 2024	EX-3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonendo, Inc. Ex. 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SONENDO, INC. Sonendo, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Res
October 10, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
October 10, 2024	EX-99.1	Sonendo, Inc. Announces Preliminary Third Quarter 2024 Financial Results Raises Full-Year 2024 Revenue Guidance EX-99.1 2 sonx-ex991.htm EX-99.1 EX. 99.1 Sonendo, Inc. Announces Preliminary Third Quarter 2024 Financial Results Raises Full-Year 2024 Revenue Guidance LAGUNA HILLS, Calif. - (BUSINESS WIRE) - Sonendo, Inc. (“Sonendo” or the “Company”) (OTCQX:SONX), a leading dental technology company and developer of the GentleWave® System, today announced certain unaudited preliminary financial results for the
October 2, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File N
October 2, 2024	EX-2.1	Asset Purchase Agreement, dated as of September 30, 2024, by and among Sonendo, Inc., Biolase, Inc., BL Acquisition Corp., BL Acquisition II, Inc. and Model Dental Office, LLC Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG SONENDO, INC., as Purchaser BIOLASE, INC., as Biolase BL ACQUISITION CORP., BL ACQUISITION II, INC., AND MODEL DENTAL OFFICE, LLC, collectively, as the Sellers Dated as of September 30, 2024 TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere in this Agreement 15 Article II PURCHASE AND SALE OF ASSET
September 17, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File N
August 30, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 16, 2024	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 16, 2024	EX-16.1	Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission, dated August 14, 2024 Exhibit 16.1 August 14, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated August 14, 2024, of Sonendo, Inc. and are in agreement with the statements contained in the first, second, third, and fourth paragraphs. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Er
August 7, 2024	EX-99.2	SONENDO, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited; in thousands; except percentage) Ex. 99.2 SONENDO, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited; in thousands; except percentage) Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Gross profit (loss) $ 1,978 $ (485 ) $ 884 $ 2,292 $ 2,001 $ 3,116 Gross margin 22.8 % (5.5 %) 10.8 % 25.4 % 28.4 % 37.5 % Adjustments: Excess and obsolete inventory reserve related to recently discontinued products — 2,917 — — —
August 7, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 7, 2024	EX-99.1	Sonendo, Inc. Reports Second Quarter 2024 Financial Results and Raises Full Year Revenue Guidance Ex. 99.1 Sonendo, Inc. Reports Second Quarter 2024 Financial Results and Raises Full Year Revenue Guidance LAGUNA HILLS, CA – August 7, 2024 – Sonendo, Inc. (“Sonendo” or the “Company”) (OTCQX: SONX), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the second quarter ended June 30, 2024. Recent Highlights • Generated $8.3 million to
August 7, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q tza ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
June 11, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number
June 5, 2024	EX-99.1	SONENDO STRENGTHENS LEADERSHIP WITH KEY STRATEGIC APPOINTMENTS John Bostjancic Appointed as Chief Financial Officer Bob Guyatt Appointed as Senior Vice President of Marketing John McGaugh Promoted to Senior Vice President of Operations SONENDO STRENGTHENS LEADERSHIP WITH KEY STRATEGIC APPOINTMENTS John Bostjancic Appointed as Chief Financial Officer Bob Guyatt Appointed as Senior Vice President of Marketing John McGaugh Promoted to Senior Vice President of Operations LAGUNA HILLS, Calif.
June 5, 2024	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number)
June 5, 2024	EX-10.1	Employment Letter, dated as of June 3, 2024, by and between Sonendo, Inc. and John Bostjancic 26061 Merit Circle, Suite 102 Laguna Hills, California 92653 Ph: 949.SONENDO Fax: 949.305.5201 6/3/2024 Dear John: On behalf of Sonendo, Inc., I am pleased to offer you the position of Chief Financial Officer. Your start date will be 6/5/2024 and you will report to Bjarne Bergheim, President & CEO. The primary duties and areas of responsibility of this role have been discussed with you previously.
June 4, 2024	EX-99.2	Amendment to the 2023 Employment Inducement Incentive Award Plan Exhibit 99.2 SONENDO, INC. AMENDMENT TO 2023 EmployMENT Inducement INCENTIVE Award PLAN (Effective May 31, 2024) Sonendo, Inc., a Delaware corporation (the “Company”), hereby adopts this Amendment (this “Amendment”) to the 2023 Employment Inducement Incentive Award Plan (as amended, the “Plan”). WITNESSETH WHEREAS, the Company’s Board of Directors (the “Board”) has adopted the Plan; WHEREAS, the P
June 4, 2024	S-8	As filed with the Securities and Exchange Commission on June 4, 2024 As filed with the Securities and Exchange Commission on June 4, 2024 Registration No.
June 4, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonendo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2023 Employment Inducement Incen
May 8, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 8, 2024	EX-10.1	Offer Letter, dated March 18, 2024, between Sonendo, Inc. and Chris Guo March 18, 2024 Chris Guo RE: Job Title and Compensation Change Dear Chris: I am pleased to inform you that in recognition of your performance, you are being moved to the position of Interim Chief Financial Officer.
May 8, 2024	EX-99.1	Sonendo, Inc. Reports First Quarter 2024 Financial Results and Announces Strategic Reset Priorities Sonendo, Inc. Reports First Quarter 2024 Financial Results and Announces Strategic Reset Priorities LAGUNA HILLS, CA – May 8, 2024 – Sonendo, Inc. (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the first quarter ended March 31, 2024. Recent Highlights • Recorded total revenue of $7.0 million for first quarter of 2024,
May 8, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q za ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
April 29, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi
April 29, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
April 18, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi
April 15, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
April 11, 2024	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the Common Stock of Sonendo, Inc.
April 10, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 05, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 22, 2024	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (C
March 11, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 11, 2024	EX-97.1	Policy for Recovery of Erroneously Awarded Compensation Exhibit 97.1 SONENDO, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Sonendo, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy sha
March 11, 2024	S-8	As filed with the Securities and Exchange Commission on March 11, 2024 As filed with the Securities and Exchange Commission on March 11, 2024 Registration No.
March 11, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40988 Sonendo, Inc. (Exact name of registrant as specif
March 11, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonendo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2021 Incentive Award Plan Common
March 11, 2024	EX-99.1	Sonendo Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Issues Full Year 2024 Revenue Guidance Sonendo Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Issues Full Year 2024 Revenue Guidance LAGUNA HILLS, CA – March 11, 2024 – Sonendo, Inc. (OTCQX: SONX) (“Sonendo” or the “Company”), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the quarter and year ended December 31, 2023. Highlights • Total revenue of
March 8, 2024	EX-99.1	SONENDO ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER Exhibit 99.1 SONENDO ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER LAGUNA HILLS, Calif. – March 8, 2024 – Sonendo, Inc. (OTCQX: SONX) (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today announced that Michael P. Watts is stepping down from the position of Chief Financial Officer, effective March 15, 2024, to pursue new opportunities. Chris Guo, Sonendo’
March 8, 2024	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 04, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 5, 2024	EX-99.1	Sonendo Divests TDO® Software and Amends Credit Agreement Exhibit 99.1 Sonendo Divests TDO® Software and Amends Credit Agreement LAGUNA HILLS, Calif. – March 4, 2024 – Sonendo, Inc. (OTCQX: SONX) (“Sonendo” or the “Company”), a leading dental technology company and developer of the GentleWave® System, announced today that it has executed a definitive agreement for the sale of its Software Segment assets comprised of TDO Software, to Valsoft Corporation I
March 5, 2024	EX-10.1	Asset Purchase Agreement, between TDO Software, Inc., Valsoft Corporation Inc. and Aspire USA LLC, effective as of March 1, 2024 Exhibit 10.1 Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted from this Exhibit 10.1 and will be furnished to the Securities and Exchange Commission supplementally upon request. Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as priva
March 5, 2024	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 01, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 5, 2024	EX-10.2	Amendment No. 3 to Amended and Restated Credit Agreement and Guaranty, dated as of March 1, 2024, by and between Sonendo, Inc. and Perceptive Credit Exhibit 10.2 Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted from this Exhibit 10.2 and will be furnished to the Securities and Exchange Commission supplementally upon request. AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of March 1, 2024 (thi
February 14, 2024	SC 13G/A	SONX / Sonendo, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Sonendo, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 835431107 (CUSIP Number) January 31, 2024 (Date of Event Which Requires Filing
February 14, 2024	SC 13G	SONX / Sonendo, Inc. / MASTERS CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2024	SC 13G/A	SONX / Sonendo, Inc. / First Light Asset Management, LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 sonx13ga-123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) Sonendo, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t
February 14, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
November 21, 2023	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 21, 2023	EX-99.1	Sonendo, Inc. Announces Suspension of NYSE Trading, Will Commence Trading on the OTCQX Effective November 22, 2023 Sonendo, Inc. Announces Suspension of NYSE Trading, Will Commence Trading on the OTCQX Effective November 22, 2023 November 21, 2023 LAGUNA HILLS, Calif.-(BUSINESS WIRE)-Sonendo, Inc. (NYSE: SONX) (“Sonendo” or the “Company”), a leading dental technology company and developer of the GentleWave® System, today announced that, on November 15, 2023, it received a notice from the New York Stock Exchang
November 13, 2023	SC 13G/A	SONX / Sonendo Inc / ArrowMark Colorado Holdings LLC Passive Investment SC 13G/A 1 arrowmark-sonx103123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sonendo, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 835431107 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro
November 8, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 8, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q za ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
November 8, 2023	EX-99.1	Sonendo, Inc. Reports Third Quarter 2023 Financial Results Sonendo, Inc. Reports Third Quarter 2023 Financial Results LAGUNA HILLS, CA – November 8, 2023 – Sonendo, Inc. (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the third quarter ended September 30, 2023. Recent Highlights • Total revenue of $10.4 million for the third quarter of 2023, representing growth of 6%, compared
October 10, 2023	EX-99.1	Sonendo, Inc. Announces Preliminary Revenue Results for the Third Quarter 2023 Sonendo, Inc. Announces Preliminary Revenue Results for the Third Quarter 2023 LAGUNA HILLS, Calif. - (BUSINESS WIRE) - Sonendo, Inc. (“Sonendo” or the "Company") (NYSE: SONX), a leading dental technology company and developer of the GentleWave® System, today announced certain unaudited preliminary financial results for the third quarter ended September 30, 2023. Unaudited Preliminary Third Quarte
October 10, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
October 2, 2023	EX-99.1	Sonendo, Inc. Announces Receipt of Notice of Non-Compliance with NYSE Trading Share Price Listing Rule Exhibit 99.1 Sonendo, Inc. Announces Receipt of Notice of Non-Compliance with NYSE Trading Share Price Listing Rule October 2, 2023 LAGUNA HILLS, Calif.-(BUSINESS WIRE)-Sonendo, Inc. (NYSE: SONX) (“Sonendo” or the “Company”), a leading dental technology company and developer of the GentleWave® System, today announced that on September 28, 2023, it received notice (the “Notice”) from the New York S
October 2, 2023	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File N
August 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 09, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 9, 2023	EX-99.1	Sonendo, Inc. Reports Second Quarter 2023 Financial Results Sonendo, Inc. Reports Second Quarter 2023 Financial Results LAGUNA HILLS, CA – August 9, 2023 – Sonendo, Inc. (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the quarter ended June 30, 2023. Recent Highlights • Total revenue of $11.0 million for the second quarter of 2023, representing growth of 5%, compared to prior ye
August 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q za ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
August 1, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 01, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 1, 2023	EX-99.1	Sonendo's Enhanced CleanFlow™ Procedure Instrument Now Indicated for Use on Anterior Teeth The GentleWave® Procedure with CleanFlow Technology is now further optimized for advanced performance in complex root canal systems FOR IMMEDIATE RELEASE MEDIA CONTACT: Macy Hyland Crowe PR [email protected] Sonendo's Enhanced CleanFlow™ Procedure Instrument Now Indicated for Use on Anterior Teeth The GentleWave® Procedure with CleanFlow Technology is now further optimized for advanced performance in complex root canal systems LAGUNA HILLS, Calif. August 1, 2023 – Sonendo, Inc. (NYSE: SONX), a leading dental technology compa
June 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number
May 10, 2023	CORRESP	SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 CORRESP SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 May 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jessica Ansart Re: Sonendo, Inc. (the “Registrant”) - Request for Acceleration Registration Statement on Form S-3 File No. 333- 270366 Ladies and Gentlemen:
May 9, 2023	EX-99	Sonendo, Inc. Reports First Quarter 2023 Financial Results Sonendo, Inc. Reports First Quarter 2023 Financial Results LAGUNA HILLS, CA – May 9, 2023 – Sonendo, Inc. (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the quarter ended March 31, 2023. Recent Highlights • Total revenue of $10.7 million for the first quarter of 2023, representing growth of 19%, compared to prior year
May 9, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q za ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
May 9, 2023	S-3/A	As filed with the Securities and Exchange Commission on May 9, 2023 S-3/A As filed with the Securities and Exchange Commission on May 9, 2023 Registration No.
May 2, 2023	CORRESP	SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 CORRESP SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 May 2, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jessica Ansart Re: Sonendo, Inc. (the “Registrant”) – Withdrawal of Request for Acceleration Registration Statement on Form S-3 File No. 333- 270366 Ladies an
April 28, 2023	CORRESP	SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 CORRESP SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 April 28, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Sean Healy Re: Sonendo, Inc. (the “Registrant”) - Request for Acceleration Registration Statement on Form S-3 File No. 333- 270366 Ladies and Gentlemen: Pu
April 28, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 28, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 6, 2023	EX-99	SONENDO ANNOUNCES NEW LEADERSHIP IN OPERATIONS AND R&D SONENDO ANNOUNCES NEW LEADERSHIP IN OPERATIONS AND R&D LAGUNA HILLS, Calif. – April 6, 2023 – Sonendo, Inc. (NYSE: SONX), a leading dental technology company and developer of the GentleWave® System, today announced changes to its leadership team. Andrew Kirkpatrick, chief operating officer, is stepping down from the position of Chief Operating Officer, effective June 1, 2023, to pursue new opportu
April 6, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 04, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 16, 2023	SC 13G	SONX / Sonendo Inc / JMR Capital Ltd - SC 13G Passive Investment United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Sonendo, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 835431107 (CUSIP Number) September 27, 2022 (Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant
March 13, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Sonendo, Inc. (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 8, 2023	EX-4.6	Form of Indenture for Senior Debt Securities EX-4.6 Exhibit 4.6 SONENDO, INC. INDENTURE Dated as of , 20 [ ] Trustee Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 4 ARTICLE 2 THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2
March 8, 2023	10-K	Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40988 Sonendo, Inc. (Exact name of Registrant as specif
March 8, 2023	EX-99.2	Form of Restricted Stock Unit Agreement pursuant to 2023 Employment Inducement Incentive Award Plan EX-99.2 Exhibit 99.2 SONENDO, INC. 2023 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Sonendo, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Sonendo,
March 8, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 08, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 8, 2023	S-8	As filed with the Securities and Exchange Commission on March 8, 2023 S-8 As filed with the Securities and Exchange Commission on March 8, 2023 Registration No.
March 8, 2023	S-3	As filed with the Securities and Exchange Commission on March 8, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on March 8, 2023 Registration No.
March 8, 2023	EX-99	Sonendo Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Issues Full Year 2023 Revenue Guidance Sonendo Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Issues Full Year 2023 Revenue Guidance LAGUNA HILLS, CA – March 8, 2023 – Sonendo, Inc. (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today reported financial results for the quarter and year ended December 31, 2022. Highlights • Total revenue of $12.2 million for the fourth qua
March 8, 2023	EX-99.1	2023 Employment Inducement Incentive Award Plan EX-99.1 Exhibit 99.1 SONENDO, INC. 2023 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate Eligible Individuals who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalize
March 8, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sonendo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Comm
March 8, 2023	EX-4.7	Form of Indenture for Subordinated Debt Securities EX-4.7 Exhibit 4.7 SONENDO, INC. INDENTURE Dated as of , 20 [ ] Trustee Subordinated Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 4 ARTICLE 2 THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section
March 8, 2023	EX-99.3	Form of Stock Option Agreement pursuant to 2023 Employment Inducement Incentive Award Plan EX-99.3 Exhibit 99.3 SONENDO, INC. 2023 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Sonendo, Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Sonendo, Inc. 2023 Employment Induce
March 8, 2023	S-8	As filed with the Securities and Exchange Commission on March 8, 2023 S-8 As filed with the Securities and Exchange Commission on March 8, 2023 Registration No.
March 8, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonendo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2021 Incentive Award Plan Common
March 8, 2023	EX-FILING FEES	Filing Fee Table EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonendo, Inc.
March 3, 2023	SC 13G/A	SONX / Sonendo Inc / BERGHEIM OLAV - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 SONENDO, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 835431 107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p
February 14, 2023	EX-99	JOINT FILING AGREEMENT EX-99 2 ss1758622ex99a.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated December 31, 2022 (the “Schedule 13G”), with respect to the Common Stock, par value $0.001 per share, of Sonendo, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Ex
February 14, 2023	SC 13G/A	SONX / Sonendo Inc / First Light Asset Management, LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 sonx-sc13ga123122.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Sonendo, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check
February 14, 2023	SC 13G/A	SONX / Sonendo Inc / Meritech Capital Partners IV L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235507d2sc13g.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1) * Sonendo, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 835431107 (CUSIP Number) December 31,
February 14, 2023	SC 13G/A	SONX / Sonendo Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 ss1758622sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Sonendo, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t
February 13, 2023	SC 13G/A	SONX / Sonendo Inc / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh23032894213ga1-sonendo.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sonendo, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stateme
February 13, 2023	SC 13G	SONX / Sonendo Inc / DRIEHAUS CAPITAL MANAGEMENT LLC Passive Investment SC 13G 1 schedule13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Sonendo, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2022 (Date of Eve
February 9, 2023	SC 13G/A	SONX / Sonendo Inc / EW HEALTHCARE PARTNERS FUND 2, L.P. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Final Amendment)* SONENDO, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 835431 107 (CUSIP Number) Martin P. Sutter EW Healthcare Partners Fund 2, L.P. EW Healthcare Partners Fund 2-A, L.P. 21 Waterway Avenue, Suite 225 The Woo
February 9, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13G/A relating to the Common Stock of Sonendo, Inc., has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G/A will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, an
January 17, 2023	EX-10.1	Amendment No. 2 to Amended and Restated Credit Agreement and Guaranty, dated as of January 13, 2023, by and between Sonendo, Inc. and Perceptive Credit Holdings III, LP Execution Version AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of January 13, 2023 (this “Amendment”), is by and among SONENDO, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and Perceptive Credit Holdings III, LP, a Delawar
January 17, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
January 10, 2023	SC 13G/A	SONX / Sonendo Inc / ArrowMark Colorado Holdings LLC Passive Investment SC 13G/A 1 arrowmark-sonx123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sonendo, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr
January 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
January 9, 2023	EX-99.1	Sonendo Overview January 2023 Sonendo Overview January 2023 Disclaimer and Confidentiality Notice This presentation contains forward-looking statements with respect to the Company.
January 4, 2023	EX-99.1	PIPSTEK LLC, A SUBSIDIARY OF SONENDO, FILES PATENT INFRINGEMENT LAWSUIT AGAINST BIOLASE Lawsuit Asserts BIOLASE® Waterlase® Laser Infringes Two PIPStek Patents PIPSTEK LLC, A SUBSIDIARY OF SONENDO, FILES PATENT INFRINGEMENT LAWSUIT AGAINST BIOLASE Lawsuit Asserts BIOLASE? Waterlase? Laser Infringes Two PIPStek Patents LAGUNA HILLS, Calif.
January 4, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 04, 2023 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
November 17, 2022	424B3	Up to 66,361,382 Shares of Common Stock Offered by the Selling Stockholders Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268174 PROSPECTUS Up to 66,361,382 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the offer and resale, from time to time, by the selling stockholders named under the heading ?Selling Stockholders? in this prospectus (the ?Selling Stockholders?), and their donees, pledgees, transferees or
November 14, 2022	CORRESP	SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 SONENDO, INC. 26061 Merit Circle, Suite 102 Laguna Hills, CA 92653 (949) 766-3636 November 14, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Sean Healy Re: Sonendo, Inc. (the ?Registrant?) - Request for Acceleration Registration Statement on Form S-3 File No. 333- 268174 Ladies and Gentlemen: Pursuan
November 14, 2022	S-3/A	As filed with the Securities and Exchange Commission on November 10, 2022 S-3/A As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.
November 9, 2022	EX-99.1	3 SONENDO, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Sonendo, Inc. Reports Third Quarter 2022 Financial Results LAGUNA HILLS, CA ? November 9, 2022 ? Sonendo, Inc. (?Sonendo?), a leading dental technology company and developer of the GentleWave? System, today reported financial results for the quarter ended September 30, 2022. Recent Highlights ? Total revenue of $9.8 million for the third quarter of 2022, representing growth of 25%, compared to pri
November 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
November 9, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 4, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sonendo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, $
November 4, 2022	S-3	As filed with the Securities and Exchange Commission on November 4, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 4, 2022 Registration No.
October 18, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
October 18, 2022	EX-99.1	Sonendo® Announces Next Generation GentleWave® G4 System Designed to Improve Patient Workflow, the GentleWave G4 System Is the Latest Innovation from Sonendo EXHIBIT 99.1 FOR IMMEDIATE RELEASE MEDIA CONTACT: Sarah Gallagher Crowe PR [email protected] (224) 406-4709 Sonendo? Announces Next Generation GentleWave? G4 System Designed to Improve Patient Workflow, the GentleWave G4 System Is the Latest Innovation from Sonendo LAGUNA HILLS, Calif. ? October 18, 2022 ? Sonendo, Inc. (NYSE: SONX), a leading dental technology company and developer of the Ge
September 27, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File N
September 23, 2022	EX-10.1	Form of Institutional Investor Securities Purchase Agreement by and between Sonendo, Inc. and the Purchasers named therein (September 2022) Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is made as of September 22, 2022 (the ?Effective Date?) by and between Sonendo, Inc, a Delaware corporation (the ?Company?), and each of the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser?). 1. Issuance of Securities. Subject to the
September 23, 2022	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File N
September 23, 2022	EX-10.2	Form of Retail Investor Securities Purchase Agreement by and between Sonendo, Inc. and the Purchasers named therein (September 2022) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT FOR RETAIL INVESTORS This Securities Purchase Agreement (this ?Agreement?) is made as of September 22, 2022 (the ?Effective Date?) by and between Sonendo, Inc, a Delaware corporation (the ?Company?), and each of the several Retail Investors identified on the signature pages hereto (each, including its successors and assigns, a ?Retail Investor?). Pursuant
September 23, 2022	EX-10.3	Form of Pre-Funded Warrant Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE SECURITIES LAWS OF OTHER STATES AND JURISDICTION
September 23, 2022	EX-99.1	Sonendo, Inc. Announces $63 Million Private Placement Exhibit 99-1 Sonendo, Inc. Announces $63 Million Private Placement LAGUNA HILLS, Calif. ? September 23, 2022 - Sonendo, Inc. (NYSE: SONX), a leading dental technology company and developer of the GentleWave? System, today announced a private placement of common stock and pre-funded warrants, resulting in gross proceeds of $63 million. New and existing investors, including Pura Vida Investments, Fi
August 10, 2022	EX-4.13	Schedule to Exhibit 4.14 - Holders of Credit Agreement Warrants to Purchase Common Stock (Warberg entities) Exhibit 4.13 Schedule of Holders of Credit Agreement Warrants to Purchase Stock Name of Warrant Holder Number of Shares Subject to Warrant Expiration Date Warberg WF X, LP 54,793 June 23, 2027 Warberg WF X, LP 49,314 October 16, 2028 Warberg WF X, LP 49,314 October 7, 2029 Perceptive Credit Holdings III, LP 150,684 August 23, 2031
August 10, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 10, 2022	EX-99.1	3 SONENDO, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Sonendo, Inc. Reports Second Quarter 2022 Financial Results LAGUNA HILLS, CA ? August 10, 2022 ? Sonendo, Inc. (?Sonendo?), a leading dental technology company and developer of the GentleWave? System, today reported financial results for the quarter ended June 30, 2022. Recent Highlights ? Total revenue of $10.5 million for the second quarter of 2022, representing growth of 32%, compared to prior
August 10, 2022	EX-4.12	Form of Credit Agreement Warrant to Purchase Stock (Warberg entities) Exhibit 4.12 THIS WARRANT TO PURCHASE STOCK AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM A
August 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
August 2, 2022	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number
June 17, 2022	EX-99.1	Sonendo, Inc. Announces Executive Management Team Changes General Counsel and Chief Technology Officer to Step Down in July 2022 FOR IMMEDIATE RELEASE Investor Contact: Matt Bacso, CFA Gilmartin Group [email protected] Sonendo, Inc. Announces Executive Management Team Changes General Counsel and Chief Technology Officer to Step Down in July 2022 LAGUNA HILLS, Calif. ? June 17, 2022 - Sonendo, Inc. (NYSE: SONX), a leading dental technology company and developer of the GentleWave? System, today announced two upcoming
June 17, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number
May 27, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 10, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 10, 2022	EX-99.1	3 SONENDO, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Sonendo, Inc. Reports First Quarter 2022 Financial Results LAGUNA HILLS, CA ? May 10, 2022 ? Sonendo, Inc. (?Sonendo?), a leading dental technology company and developer of the GentleWave? System, today reported financial results for the quarter ended March 31, 2022. Recent Highlights ? Total revenue of $9.0 million for the first quarter of 2022, representing growth of 22%, compared to prior year
May 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
May 6, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
April 20, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
April 20, 2022	EX-99.1	Sonendo Announces Launch of CleanFlow™ Technology to Improve Doctor and Patient Experience New Procedure Instrument for GentleWave® System Streamlines Workflow and Enhances Patient Experience FOR IMMEDIATE RELEASE?? MEDIA CONTACT: Sarah Gallagher Crowe PR sgallagher@crowepr.
April 13, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
April 13, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14
April 7, 2022	EX-4.1	Credit Agreement Warrant to Purchase Stock THIS WARRANT TO PURCHASE STOCK AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.
April 7, 2022	EX-10.1	Amendment No. 1 to Amended and Restated Credit Agreement and Guaranty EX-10.1 4 sonx-ex101.htm EX-10.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of April 6, 2022 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdi
April 7, 2022	EX-4.2	Schedule to Exhibit 4.11 - Form of Credit Agreement Warrant to Purchase Stock Exhibit 4.2 Schedule to Exhibit 4.1 - Form of Credit Agreement Warrant Name of Warrant Holder Number of Shares Subject to Warrant Expiration Date Perceptive Credit Holdings, LP 42,453 June 23, 2027 PCOF EQ AIV, LP 12,340 June 23, 2027 Perceptive Credit Holdings, LP 38,208 October 16, 2028 PCOF EQ AIV, LP 11,106 October 16, 2028 Perceptive Credit Holdings, LP 38,208 October 7, 2029 PCOF EQ AIV, LP
April 7, 2022	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 07, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 23, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40988 Sonendo, Inc. (
March 23, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 4 d278267dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonendo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of
March 23, 2022	EX-99.1	Sonendo Inc. Reports Fourth Quarter 2021 Financial Results and Issues Full Year 2022 Revenue Guidance Sonendo Inc. Reports Fourth Quarter 2021 Financial Results and Issues Full Year 2022 Revenue Guidance LAGUNA HILLS, CA ? March 23, 2022 ? Sonendo, Inc. (?Sonendo?), a leading dental technology company and developer of the GentleWave? System, today reported financial results for the quarter and year ended December 31, 2021. Recent Highlights ? Total revenue of $9.9 million for the fourth quarter of
March 23, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 23, 2022	S-8	As filed with the Securities and Exchange Commission on March 23, 2022 As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.
March 23, 2022	EX-4.11	Description of Common Stock Exhibit 4.11 SONENDO, INC. DESCRIPTION OF COMMON STOCK Sonendo, Inc. (the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?) ? common stock, par value $0.001 per share (the ?Common Stock?). The Common Stock trades on The New York Stock Exchange under the trading symbol ?SONX.? The following summary description
March 23, 2022	EX-21.1	List of Subsidiaries Exhibit 21.1 SONENDO, INC. LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization TDO Software, Inc. California Pipstek, LLC Delaware
March 14, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 08, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
February 14, 2022	SC 13G	SONX / Sonendo Inc / Meritech Capital Partners IV L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) * Sonendo, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filin
February 14, 2022	SC 13G	SONX / Sonendo Inc / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 11, 2022	EX-99.A	JOINT FILING AGREEMENT EX-99.A 2 ss792520ex99a.htm JOINT FILING AGREEMENT CUSIP No. 835431107 SCHEDULE 13G Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated February 11, 2022 (the “Schedule 13G”), with respect to the Common Stock, par value $0.001 per share, of Sonendo, Inc. is filed on behalf of each of us pursuant to and in accordance with the
February 11, 2022	SC 13G	SONX / Sonendo Inc / ORBIMED ADVISORS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sonendo, Inc.
February 11, 2022	SC 13G	SONX / Sonendo Inc / GENERAL ATLANTIC LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sonendo, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 835431107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu
January 27, 2022	EX-1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of Sonendo, Inc.
January 27, 2022	SC 13G	SONX / Sonendo Inc / EW HEALTHCARE PARTNERS FUND 2, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SONENDO, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 835431 107 (CUSIP Number) Martin P. Sutter EW Healthcare Partners Fund 2, L.P. EW Healthcare Partners Fund 2-A, L.P. 21 Waterway Avenue, Suite 225 The Woodlands, Texa
January 18, 2022	SC 13G	SONX / Sonendo Inc / BERGHEIM OLAV - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 SONENDO, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 835431 107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru
January 10, 2022	EX-99.2	January 2022 January 2022 Disclaimer and Confidentiality Notice This presentation contains forward-looking statements with respect to the Company.
January 10, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Num
January 10, 2022	EX-99.1	1 Sonendo, Inc. Announces Preliminary Revenue Results for the Fourth Quarter and Full-Year 2021 January 10, 2022, 4:00 PM Eastern Standard Time LAGUNA HILLS, Calif. - (BUSINESS WIRE) - Sonendo, Inc. (?Sonendo?) (NYSE: SONX), a leading dental technology company and developer of the GentleWave? System, today announced certain unaudited preliminary revenue results for the fourth quarter and full-year e
December 9, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 09, 2021 Sonendo, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40988 20-5041718 (State or Other Jurisdiction of Incorporation) (Commission File Nu
December 9, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40988 Sonendo, Inc.
December 9, 2021	EX-99.1	3 SONENDO, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Sonendo, Inc. Reports Third Quarter 2021 Financial Results and Issues Full Year 2021 Revenue Guidance LAGUNA HILLS, CA ? December 9, 2021 ? Sonendo, Inc. (?Sonendo?), a leading dental technology company and developer of the GentleWave? System, today reported financial results for the quarter ended September 30, 2021. Recent Highlights ? Total revenue of $7.9 million for the third quarter of 2021,
December 7, 2021	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 d277830d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 SONENDO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40988 20-5041718 ( State or other jurisdiction of incorpora
December 7, 2021	EX-99.1	Sonendo Appoints Raj Pudipeddi to Board of Directors Former Procter & Gamble and current Align executive brings extensive global business acumen in brand-building and consumer product excellence Exhibit 99.1 Sonendo Appoints Raj Pudipeddi to Board of Directors Former Procter & Gamble and current Align executive brings extensive global business acumen in brand-building and consumer product excellence LAGUNA HILLS, Calif., Dec. 7, 2021 ? Sonendo, Inc. (NYSE: SONX) (?Sonendo?), a leading dental technology company and developer of the GentleWave? System, today announced the appointment of Raj
November 2, 2021	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2021 SONENDO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40988 20-5041718 (State or other jurisdiction of incorporation or organization) (Com
November 2, 2021	S-8	Form S-8 As filed with the Securities and Exchange Commission on November 2, 2021 Registration No.
November 2, 2021	EX-3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-40988) filed with the Commission on November 2, 2021) EX-3.2 3 d258057dex32.htm EX-3.2 Exhibit 3.2 Bylaws of Sonendo, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting. 2 2.5 Notice of Nominations for Election to t
November 2, 2021	EX-3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-40988) filed with the Commission on November 2, 2021) Exhibit 3.1 SONENDO, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sonendo, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Sonendo, Inc. The Corporation was originally incorporated under the name Dentatek Corporation, and the original C
November 1, 2021	424B4	7,800,000 Shares Sonendo, Inc. Common Stock Table of Contents File pursuant to Rule 424(b)(4) Registration No. 333-260136 P R O S P E C T U S 7,800,000 Shares Sonendo, Inc. Common Stock This is Sonendo, Inc.?s initial public offering. We are selling 7,800,000 shares of our common stock. The public offering price is $12.00 per share. Prior to this offering there has been no public market for the common stock. Our common stock has been approv
October 28, 2021	8-A12B	Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sonendo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or incorporation or organization) 20-5041718 (I.R.S. Employer Identification No.) 26061 Merit Circle, Suite 102
October 26, 2021	CORRESP	Sonendo, Inc. 2601 Merit Circle, Suite 102 Laguna Hills, CA 92653 Sonendo, Inc. 2601 Merit Circle, Suite 102 Laguna Hills, CA 92653 October 26, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jenn Do, Mary Mast, Jane Park and Laura Crotty Re: Sonendo, Inc. Registration Statement on Form S-1 (File No. 333-260136) Ladies and Gentlemen: In accordan
October 26, 2021	CORRESP	[SIGNATURE PAGE FOLLOWS] October 26, 2021 Attn: Jenn Do, Mary Mast, Jane Park and Laura Crotty United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.
October 25, 2021	EX-3.1	Seventh Amended and Restated Certificate of Incorporation, as amended to date and as currently in effect Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SONENDO, INC. Sonendo, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of this corporation is Sonendo, Inc. This corporation was originally incorporated under the name Dentatek Corporation, and the original Certificate of Incorporation of this corporati
October 25, 2021	EX-10.19	Executive Severance Plan Exhibit 10.19 SONENDO, INC. EXECUTIVE SEVERANCE PLAN Sonendo, Inc., a Delaware corporation (the ?Company?), has adopted this Sonendo, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select gr
October 25, 2021	EX-10.13	Sonendo, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021) EX-10.13 11 d203375dex1013.htm EX-10.13 Exhibit 10.13 SONENDO, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this Sonendo, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of Sonendo, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock o
October 25, 2021	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 SONENDO, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [?], 2021 SONENDO, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 BofA Securities, Inc. Goldman Sachs & Co. LLC Piper Sandler & Co. as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Gol
October 25, 2021	EX-4.1	Form of Certificate of Common Stock EX-4.1 5 d203375dex41.htm EX-4.1 Exhibit 4.1 SN INCORPORATED UNDER THE CUSIP 835431 10 7 LAWS OF THE STATE SEE REVERSE FOR CERTAIN OF DELAWARE DEFINITIONS AND LEGENDS This certifies that BY: AMERICAN COUNTERSIGNED is the record holder of STOCK AND FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF (BROOKLYN, SONENDO, INC. TRANSFER transferable on the books of the C
October 25, 2021	EX-3.2	Amended and Restated Certificate of Incorporation, as in effect upon completion of the initial public offering Exhibit 3.2 SONENDO, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sonendo, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Sonendo, Inc. The Corporation was originally incorporated under the name Dentatek Corporation, and the original C
October 25, 2021	EX-10.12	2021 Incentive Award Plan Exhibit 10.12 SONENDO, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are def
October 25, 2021	EX-10.1	Form of Indemnification Agreement EX-10.1 7 d203375dex101.htm EX-10.1 Exhibit 10.1 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2021 by and between Sonendo, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previo
October 25, 2021	EX-10.12.1	Form of Restricted Stock Unit Agreement pursuant to 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.12.1 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021) Exhibit 10.12.1 SONENDO, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Sonendo, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the Sonendo, Inc. 2021 Incentive Award
October 25, 2021	EX-10.12.2	Form of Option Agreement pursuant to 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.12.2 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021) Exhibit 10.12.2 SONENDO, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Sonendo, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Sonendo, Inc. 2021 Incentive Award Plan (as amended from time t
October 25, 2021	S-1/A	As filed with the U.S. Securities and Exchange Commission on October 25, 2021. Table of Contents As filed with the U.S. Securities and Exchange Commission on October 25, 2021. Registration No. 333-260136 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sonendo, Inc. (Exact name of registrant as specified in its charter) Delaware 3843 20-5041718 (State or other jurisdict
October 25, 2021	EX-10.18	Non-Employee Director Compensation Program Exhibit 10.18 SONENDO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the ?Board?) of Sonendo, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this Program shall be paid or be
October 18, 2021	CORRESP	FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County October 18, 2021 Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo
October 8, 2021	EX-4.3	Third Amended and Restated Investors’ Rights Agreement by and among Sonendo, Inc. and the investors listed therein EX-4.3 6 d203375dex43.htm EX-4.3 Exhibit 4.3 SONENDO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of October 26, 2018, by and among Sonendo, Inc., a Delaware corporation (the “Company”), and each of the persons listed on the attached Schedule A who become signatories to this Agreement (collecti
October 8, 2021	EX-99.1	Consent of Carolyn Beaver to be Named as a Director Nominee Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Sonendo, Inc. of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securitie
October 8, 2021	EX-10.2	Standard Business Park Lease, dated July 15, 2020, by and between Sonendo, Inc. and Laguna Cabot Road Business Park, LP EX-10.2 15 d203375dex102.htm EX-10.2 Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. STANDARD BUSINESS PARK LEASE - MULTI-TENANT Tenant Specific Terms THIS LEASE is entered into by and between LANDLORD and
October 8, 2021	EX-10.17	Executive Severance Letter by and between Sonendo, Inc. and Mehrzad Khakpour, dated April 7, 2021 Exhibit 10.17 April 7, 2021 TO: Mehrzad Khakpour RE: Executive Severance Agreement Dear Mehrzad: On behalf of Sonendo, we are pleased to provide you the attached enhanced severance terms. If your employment with the Company is terminated by the Company without Cause (as defined below), then, subject to your executing and not revoking a general release of claims against the Company and its affiliat
October 8, 2021	EX-3.4	Form of Amended and Restated Bylaws, to be effective upon the completion of this offering Exhibit 3.4 Bylaws of Sonendo, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominations for Election to the Board 5 2.6 Additional Requirem
October 8, 2021	EX-10.3	Credit Agreement and Guaranty, dated June 23, 2017, between Sonendo, Inc. and Perceptive Credit Holdings, LP EX-10.3 16 d203375dex103.htm EX-10.3 Exhibit 10.3 Execution Version CREDIT AGREEMENT AND GUARANTY dated as of June 23, 2017 between SONENDO, INC. as the Borrower, The Subsidiary Guarantors from Time to Time Party Hereto, and PERCEPTIVE CREDIT HOLDINGS, LP, as the Lender and the Collateral Agent U.S. $20,000,000 TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Accoun
October 8, 2021	EX-10.7	Amendment No. 4 to Credit Agreement and Guaranty, dated October 13, 2020, between Sonendo, Inc. and Perceptive Credit Holdings, LP EX-10.7 20 d203375dex107.htm EX-10.7 Exhibit 10.7 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 13, 2020 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings, LP, a Delaware li
October 8, 2021	EX-4.10	Warrant to purchase Series E preferred stock (2021) Exhibit 4.10 Execution Version THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM A
October 8, 2021	EX-10.14	Employment Offer Letter by and between Sonendo, Inc. and Bjarne Bergheim, effective July 1, 2012 EX-10.14 25 d203375dex1014.htm EX-10.14 Exhibit 10.14 November 28, 2012 Bjarne Bergheim 26362 Ibeza Rd Mission Viejo, CA 92692 Dear Bjarne: On behalf of Sonendo, Inc, (the “Company”), I am pleased to offer you the position of President & Chief Executive Officer, effective as of July 1, 2012 (the “Effective Date”). The primary duties and areas of responsibility of this role have been discussed with
October 8, 2021	EX-4.4	Warrant to purchase Series C-1 preferred stock, issued to Oxford Finance LLC on December 31, 2013 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISF
October 8, 2021	CORRESP	* * * CORRESP 1 filename1.htm 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapor
October 8, 2021	EX-4.5	Warrant to purchase Series C-1 preferred stock, issued to Oxford Finance LLC on June 30, 2014 Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISF
October 8, 2021	EX-4.8	Warrant to purchase Series E preferred stock (2018) EX-4.8 11 d203375dex48.htm EX-4.8 Exhibit 4.8 Execution Version THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE O
October 8, 2021	S-1	Power of Attorney (included on signature page) Table of Contents As filed with the U.S. Securities and Exchange Commission on October 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sonendo, Inc. (Exact name of registrant as specified in its charter) Delaware 3843 20-5041718 (State or other jurisdiction of incorporation or or
October 8, 2021	EX-4.2	Fifth Amended and Restated Voting Agreement by and among Sonendo, Inc. and the investors listed therein Exhibit 4.2 SONENDO, INC. FIFTH AMENDED AND RESTATED VOTING AGREEMENT THIS FIFTH AMENDED AND RESTATED VOTING AGREEMENT (this ?Agreement?) is made as of December 10, 2019, by and among Sonendo, Inc., a Delaware corporation (the ?Company?), the stockholders of the Company listed on Exhibit A, together with any subsequent stockholders who become parties hereto pursuant to Section 7(b) (collectively,
October 8, 2021	EX-10.1	Form of Indemnification Agreement Exhibit 10.1 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of [?], 2021 by and between Sonendo, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company an
October 8, 2021	EX-4.7	Warrant to purchase Series D preferred stock EX-4.7 10 d203375dex47.htm EX-4.7 Exhibit 4.7 Execution Version THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE O
October 8, 2021	EX-10.16	Employment Offer Letter by and between Sonendo, Inc. and Mehrzad Khakpour, effective September 26, 2014 Exhibit 10.16 September 26, 2014 Mehrzad Khakpour 25092 Northrup Drive Laguna Hills, CA 92653 Dear Mehrzad: On behalf of Sonendo, Inc., I am pleased to offer you the position of Senior Director of Research, Technology & Innovation, effective September 26, 2014 (the ?Effective Date?). In your new capacity in the company, you will continue reporting to me. Your base salary for this full-time exempt
October 8, 2021	EX-10.10	2007 Stock Plan EX-10.10 23 d203375dex1010.htm EX-10.10 Exhibit 10.10 SONENDO, INC.i 2007 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2007 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be
October 8, 2021	EX-4.6	Warrant to purchase Series C-1 preferred stock, issued to Oxford Finance LLC on December 31, 2014 EX-4.6 9 d203375dex46.htm EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COU
October 8, 2021	EX-99.3	Consent of Karen K. McGinnis to be Named as a Director Nominee EX-99.3 33 d203375dex993.htm EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Sonendo, Inc. of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent,
October 8, 2021	EX-10.9	Amended and Restated Credit Agreement and Guaranty, dated August 23, 2021, between Sonendo, Inc. and Perceptive Credit Holdings III, LP Exhibit 10.9 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY dated as of August 23, 2021 between SONENDO, INC. as the Borrower, The Subsidiary Guarantors from Time to Time Party Hereto, and PERCEPTIVE CREDIT HOLDINGS III, LP, as the Lender and the Collateral Agent U.S. $50,000,000 TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Accounting Terms
October 8, 2021	EX-21.1	List of subsidiaries of Sonendo, Inc. EX-21.1 29 d203375dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF SONENDO, INC. Subsidiary Name Jurisdiction of Formation TDO Software, Inc. California Pipstek, LLC Delaware
October 8, 2021	EX-10.15	Employment Offer Letter by and between Sonendo, Inc. and Andrew Kirkpatrick, effective January 8, 2020 EX-10.15 26 d203375dex1015.htm EX-10.15 Exhibit 10.15 26061 Merit Circle, Suite 102 Laguna Hills, California 92653 Ph: 949.SONENDO 12/10/2019 Andrew Kirkpatrick 136 Lafayette Ave. Annapolis, MD 21401 Dear Andrew: On behalf of Sonendo, Inc., I am pleased to offer you the position of Chief Operating Officer. Your start date will be 1/8/2020 and you will report to Bjarne Bergheim, President & CEO. Th
October 8, 2021	EX-10.5	Amendment No. 2 to Credit Agreement and Guaranty, dated October 7, 2019, between Sonendo, Inc. and Perceptive Credit Holdings, LP EX-10.5 18 d203375dex105.htm EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 7, 2019 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto (the “Lenders”) and Perceptive Credit Holdings, LP
October 8, 2021	EX-10.11	2017 Sonendo, Inc. Stock Incentive Plan and related form agreements EX-10.11 24 d203375dex1011.htm EX-10.11 Exhibit 10.11 SONENDO, INC. STOCK INCENTIVE PLAN (As Amended on September 8, 2017) 1. Establishment, Purpose and Term of Plan. 1.1. Establishment. The Sonendo, Inc. Stock Incentive Plan is hereby established effective as of June 6, 2017. 1.2. Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders
October 8, 2021	EX-10.6	Amendment No. 3 to Credit Agreement and Guaranty, dated May 15, 2020, between Sonendo, Inc. and Perceptive Credit Holdings, LP Exhibit 10.6 AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT AND GUARANTY, dated as of May 15, 2020 (this ?Amendment?), is among Sonendo, Inc., a Delaware corporation (the ?Borrower?), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral
October 8, 2021	EX-99.2	Consent of Sadie M. Stern to be Named as a Director Nominee Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Sonendo, Inc. of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securitie
October 8, 2021	EX-10.8	Amendment No. 5 to Credit Agreement and Guaranty, dated August 23, 2021, between Sonendo, Inc., Perceptive Credit Holdings, LP and Perceptive Credit Holdings III, LP EX-10.8 21 d203375dex108.htm EX-10.8 Exhibit 10.8 Execution Version ASSIGNMENT, ASSUMPTION AND AMENDMENT NO. 5 TO CREDIT AGREEMENT AND GUARANTY REFERENCE IS MADE to that certain Credit Agreement and Guaranty, dated as of June 23, 2017 (as amended by Amendment No. 1 to Credit Agreement and Guaranty, dated as of October 3, 2018, Amendment No. 2 to Credit Agreement and Guaranty, dated as of October 7
October 8, 2021	EX-3.1	Seventh Amended and Restated Certificate of Incorporation, as amended to date and as currently in effect EX-3.1 2 d203375dex31.htm EX-3.1 Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SONENDO, INC. Sonendo, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of this corporation is Sonendo, Inc. This corporation was originally incorporated under the name Dentatek Corporation, and the original Certificate o
October 8, 2021	EX-3.3	Bylaws, as currently in effect EX-3.3 3 d203375dex33.htm EX-3.3 Exhibit 3.3 SONENDO, INC. BYLAWS ARTICLE I—STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall
October 8, 2021	EX-4.9	Warrant to purchase Series E preferred stock (2019) Exhibit 4.9 Execution Version THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AN
October 8, 2021	EX-10.4	Amendment No. 1 to Credit Agreement and Guaranty, dated October 3, 2018, between Sonendo, Inc. and Perceptive Credit Holdings, LP EX-10.4 17 d203375dex104.htm EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 3, 2018 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”), Perceptive Credit Holdings, LP, a Delaware limited partnership, as the co
September 17, 2021	EX-10.7	AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY Exhibit 10.7 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 13, 2020 (this ?Amendment?), is among Sonendo, Inc., a Delaware corporation (the ?Borrower?), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral
September 17, 2021	EX-10.2	STANDARD BUSINESS PARK LEASE - MULTI-TENANT Tenant Specific Terms Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. STANDARD BUSINESS PARK LEASE - MULTI-TENANT Tenant Specific Terms THIS LEASE is entered into by and between LANDLORD and TENANT, and is dated for reference pu
September 17, 2021	EX-10.4	AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY EX-10.4 12 filename12.htm Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 3, 2018 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”), Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral ag
September 17, 2021	EX-4.6	WARRANT TO PURCHASE STOCK Company: SONENDO, INC. a Delaware corporation Number of Shares: 90,000 Type/Series of Stock: Series E Preferred Stock Stock Warrant Price: $11.00 per share Issue Date: October 7, 2019 Expiration Date: October 7, 2029 Credit EX-4.6 8 filename8.htm Exhibit 4.6 Execution Version THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF L
September 17, 2021	EX-4	WARRANT TO PURCHASE STOCK Company: SONENDO, INC. a Delaware corporation Number of Shares: 20,000 Type/Series of Stock: Series C-1 Preferred Stock Warrant Price: $6.00 per share Issue Date: December 31, 2014 Expiration Date: December 31, 2024 Credit F EX-4 5 filename5.htm Exhibit 4.3.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FO
September 17, 2021	EX-21.1	SUBSIDIARIES OF SONENDO, INC. Subsidiary Name Jurisdiction of Formation TDO Software, Inc. California Pipstek, LLC Delaware EX-21.1 21 filename21.htm Exhibit 21.1 SUBSIDIARIES OF SONENDO, INC. Subsidiary Name Jurisdiction of Formation TDO Software, Inc. California Pipstek, LLC Delaware
September 17, 2021	EX-4	WARRANT TO PURCHASE STOCK Company: SONENDO, INC. a Delaware corporation Number of Shares: 15,000 Type/Series of Stock: Series C-1 Preferred Stock Warrant Price: $6.00 per share Issue Date: June 30, 2014 Expiration Date: June 30, 2024 Credit Facility: EX-4 4 filename4.htm Exhibit 4.3.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FO
September 17, 2021	EX-3.1	SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SONENDO, INC. Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SONENDO, INC. Sonendo, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of this corporation is Sonendo, Inc. This corporation was originally incorporated under the name Dentatek Corporation, and the original Certificate of Incorporation of this corporati

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