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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/22 Sonendo, Inc. 8-K:1,2,3,9 4/07/22 13:487K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 69K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 10K 4: EX-10.1 Material Contract HTML 41K 8: R1 Document And Entity Information HTML 48K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- sonx-20220407_htm XML 16K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- sonx-20220407_lab XML 42K 6: EX-101.PRE XBRL Presentations -- sonx-20220407_pre XML 33K 7: EX-101.SCH XBRL Schema -- sonx-20220407 XSD 11K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 13: ZIP XBRL Zipped Folder -- 0000950170-22-005463-xbrl Zip 34K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i April 07, 2022 |
i Sonendo, Inc.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 20-5041718 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 26061 Merit Circle, Suite 102 |
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i Laguna Hills, CA 92653, i California |
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i 92653 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: i 949 i 7663636 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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i Common Stock, par value $0.001 per share |
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i SONX |
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i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 6, 2022, Sonendo, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to its Amended and Restated Credit Agreement and Guaranty, dated August 23, 2021, by and among the Company, the subsidiary guarantors named therein, the lenders party thereto and Perceptive Credit Holdings III, LP (the “Credit Agreement”).
The Amendment extends the Tranche 2 Borrowing Date deadline from December 31, 2021 to September 30, 2022, subject to the Company having generated at least $36,000,000 in revenue for the 12 consecutive month period most recently ended prior to the Tranche 2 Borrowing Date.
The Amendment also extends the Tranche 3 Borrowing Date deadline from March 31, 2022 to June 30, 2023, subject to (i) the Company having generated at least $46,000,000 in revenue for the 12 consecutive month period most recently ended prior to the Tranche 3 Borrowing Date; and (ii) the closing market capitalization of the Company being at least $100 million on each trading day of the period of 15 consecutive trading days ending on the business day the borrowing notice for the Tranche 3 Loan is delivered to the Lender.
As a condition to entering into the Amendment, on April 6, 2022, the Company amended the warrants previously issued to Perceptive Credit Holdings III, LP and certain of its affiliates under the Credit Agreement to purchase an aggregate of 304,105 shares of the Company’s common stock (the “Existing Warrants”). The Existing Warrants were amended solely to reduce the exercise price of the Existing Warrants to $12.00 per share (as amended, the “Replacement Warrants”).
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference and the form of Replacement Warrant which is filed as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K related to the Amendment is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K related to the Replacement Warrants is incorporated herein by reference. The Replacement Warrants were issued in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is furnished as part of this report:
Exhibit Number |
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Description |
4.1 |
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4.2 |
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Schedule to Exhibit 4.1 - Form of Credit Agreement Warrant to Purchase Stock |
10.1 |
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Amendment No. 1 to Amended and Restated Credit Agreement and Guaranty |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Sonendo, Inc. |
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Date: |
By: |
/s/ Bjarne Bergheim |
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Bjarne Bergheim |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/23 | ||||
| 9/30/22 | ||||
| Filed on / For Period end: | 4/7/22 | |||
| 4/6/22 | ||||
| 3/31/22 | 10-Q | |||
| 12/31/21 | 10-K | |||
| 8/23/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/08/24 Sonendo, Inc. 10-Q 3/31/24 69:7.9M Donnelley … Solutions/FA 3/11/24 Sonendo, Inc. 10-K 12/31/23 87:19M Donnelley … Solutions/FA 11/08/23 Sonendo, Inc. 10-Q 9/30/23 73:11M Donnelley … Solutions/FA 8/09/23 Sonendo, Inc. 10-Q 6/30/23 73:12M Donnelley … Solutions/FA 5/09/23 Sonendo, Inc. 10-Q 3/31/23 71:10M Donnelley … Solutions/FA 3/08/23 Sonendo, Inc. 10-K 12/31/22 87:22M Donnelley … Solutions/FA 11/17/22 Sonendo, Inc. 424B3 1:191K Donnelley … Solutions/FA 11/09/22 Sonendo, Inc. 10-Q 9/30/22 75:14M Donnelley … Solutions/FA 11/04/22 Sonendo, Inc. S-3 4:288K Donnelley … Solutions/FA 8/10/22 Sonendo, Inc. 10-Q 6/30/22 76:12M Donnelley … Solutions/FA 5/10/22 Sonendo, Inc. 10-Q 3/31/22 74:10M Donnelley … Solutions/FA |