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 | (Commission File Number) | (IRS Employer | ||
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26061 Merit Circle, Suite 102 |
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Laguna Hills, California |
| 92653 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (949) 766-3636 |
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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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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 1.01 Entry into a Material Definitive Agreement.
On January 13, 2023 (the “Effective Date”), Sonendo, Inc. (the “Company”), entered into Amendment No. 2 (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 (as amended, the “Credit Agreement”). The Amendment amends the Credit Agreement in order to replace the existing One-Month Term LIBOR benchmark interest rate with a One-Month Term SOFR benchmark interest rate (as defined in the Amendment) and make certain other conforming changes.
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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Fianancial Statements and Exhibits
The following exhibit is furnished as part of this report:
Exhibit No. |
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10.1 |
| Amendment No. 2 to Amended and Restated Credit Agreement and Guaranty |
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 hereunto duly authorized.
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| Sonnedo, Inc. |
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Date: | January 17, 2023 | By: | /s/ Bjarne Bergheim |
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| Bjarne Bergheim |