United States securities and exchange commission logo
September 30, 2021
Bjarne Bergheim
Chief Executive Officer
Sonendo, Inc.
26061 Merit Circle, Suite 102
Laguna Hills, CA 92653
Re: Sonendo, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted September
17, 2021
CIK No. 0001407973
Dear Mr. Bergheim:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Our Company, page 1
1. We note your response
to our prior comment 2 and the new disclosure that you plan to
fully commercialize
CleanFlow PI in 2022. Please further expand your disclosure to
discuss the type of
clearance received by the FDA for CleanFlow PI.
Bjarne Bergheim
FirstName LastNameBjarne Bergheim
Sonendo, Inc.
Comapany 30,
September NameSonendo,
2021 Inc.
September
Page 2 30, 2021 Page 2
FirstName LastName
Results of Operations, page 93
2. We have read your revision related to comment 10 in our letter dated
September 8, 2021
on pages 94 and 96, which revisions address only the discussion of
changes in gross
margin. ASC 280-10-50-22 requires use of a single profit or loss
measure. As it appears
the primary profit or loss measure used by the chief operating
decision maker is income
(loss) from operations, please revise your disclosure in Note 12 on
page F-39 to clarify.
Please further revise pages 94 and 96 to provide a discussion of the
changes in income
(loss) from operations for the periods presented.
Intellectual Property, page 130
3. We note your response to our prior comment 16 and the revised
disclosure on page 130.
Please further revise your disclosure to provide the expiration years
for each material
patent or patent family on an individual basis, rather than providing
a range of expiration
years for the entire portfolio.
You may contact Jenn Do at 202-551-3743 or Mary Mast at 202-551-3613 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Ross McAloon, Esq.