Sonendo, Inc. (Form: 8-K, Received: 06/17/2022 08:32:04)

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)	(IRS Employer Identification No.)

26061 Merit Circle, Suite 102
Laguna Hills, CA 92653, California		92653
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 949 7663636

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SONX	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 ☒

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2022, Jacqueline Collins submitted her resignation as Vice President, General Counsel of Sonendo, Inc. (the "Company"). Such resignation will become effective as of July 1, 2022.

On June 15, 2022, Mehrzad Khakpour, PhD submitted his resignation as Chief Technology Officer of the Company. Such resignation will become effective July 1, 2022.

Item 7.01 Regulation FD Disclosure.

On June 17, 2022, the Company issued a press release announcing the resignations of Jacqueline Collins and Mehrzad Khakpour, PhD. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description

99.1		Press Release dated June 17, 2022.
104		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.


			Sonendo, Inc.

Date:	June 17, 2022	By:	Bjarne Bergheim
			President and Chief Executive Officer

FOR IMMEDIATE RELEASE

Investor Contact:

Matt Bacso, CFA

Gilmartin Group

Matt.Bacso@gilmartinir.com

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 departures from its executive management team. Jacqueline Collins, vice president, general counsel, and Merhzad Khakpour, chief technology officer, will each leave the company in July for other opportunities.

In 2018 Ms. Collins became Sonendo’s first general counsel, bringing extensive expertise in medical device and intellectual property to the company. During her tenure she focused on building a legal and contracting foundation to support future growth and was a critical team member in preparing for Sonendo’s 2021 initial public offering and transition to operating as a public company.

"Jackie has been an invaluable member of our executive management team, helping define systems and processes for the years ahead,” said Bjarne Bergheim, chief executive officer. “I appreciate her leadership and the foundation she helped create for Sonendo’s future.”

Mr. Khakpour joined Sonendo in 2008 as one of its first employees and played an integral role in Sonendo’s early days of intense research and technology exploration. He leaves an experienced R&D organization that is expanding Sonendo’s technology platform and that has the expertise and passion to continue the company’s history of innovation in endodontics.

“Jackie and Mehrzad have each made tremendous contributions to Sonendo’s growth and milestones to date, including our 2021 initial public offering, the more than 800,000 GentleWave procedures that speak to growing adoption of our technology, and innovations like our recently announced CleanFlow Technology,” said Mr. Bergheim. “We appreciate their leadership during their time on the Sonendo team – both Jackie and Mehrzad are leaving behind strong organizations that will continue to drive innovation, scale for growth, and deliver on our commitment to patient-centric endodontics.”

A search is underway for a new general counsel and a new chief technology officer with extensive experience in product development to lead and scale the R&D organization for the company’s next stage of growth.

About Sonendo

Sonendo is a commercial-stage medical technology company focused on saving teeth from tooth decay, the most prevalent chronic disease globally. Sonendo develops and manufactures the GentleWave® System, an innovative technology platform designed to treat tooth decay by cleaning and disinfecting the microscopic spaces within teeth without the need to remove tooth structure. The system utilizes a proprietary mechanism of action, which combines procedure fluid optimization, broad-spectrum acoustic energy, and advanced fluid dynamics, to debride and disinfect deep regions of the complex root canal system in a less invasive procedure that preserves tooth structure. The clinical benefits of the GentleWave System when compared to conventional methods of root canal therapy include improved clinical outcomes, such as superior cleaning that is independent of root canal complexity and tooth anatomy, high and rapid rates of healing and minimal to no post-operative pain. In addition, the GentleWave System can improve the workflow and economics of dental practices and offers patients an effective, less invasive, and less painful alternative to traditional root canal therapy.

Sonendo is also the parent company of TDO® Software, the developer of widely used endodontic practice management software solutions, designed to simplify practice workflow. TDO Software integrates practice management, imaging, referral reporting and CBCT imaging, and offers built-in communication with the GentleWave System.

For more information about Sonendo and the GentleWave System, please visit www.sonendo.com. To find a GentleWave doctor in your area, please visit www.gentlewave.com.