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, First Light Asset Management, Blue
Water Life Science Advisors, ArrowMark Partners, Driehaus Capital
Management, and JMR Capital participated in the financing.
“We are excited to partner with a strong and respected group of
investors in this financing,” said Bjarne Bergheim, President and
CEO of Sonendo. “This financing meaningfully strengthens our
balance sheet and enables us to continue improving patient care and
delivering innovative products focused on Saving Teeth. Improving
Lives™.”
“We are thrilled to invest in this financing and further enable
Sonendo’s commitment to deliver superior clinical results and
improve the endodontic experience for patients,” said Efrem Kamen,
Managing Member of Pura Vida Investments. “We look forward to
supporting the Company through the next phase of its growth and
innovation.”
“First Light is excited to participate in Sonendo’s private
placement. Our extensive due diligence has led to a strong
conviction surrounding the potential for Sonendo’s cutting-edge
technology to revolutionize the dental market, particularly as
endodontists and dentists become more aware of its power to
meaningfully improve their practices,” said Matt Arens, founder,
CEO and Senior Portfolio Manager of First Light Asset Management.
“In Sonendo, we see an innovative technology platform, coupled with
a skilled management team and scalable business model. With this
financing in place, we believe Sonendo is poised to enter a new,
exciting period of increased growth, improved margins and
significant value creation for stakeholders.”
The gross proceeds to Sonendo from the financing, before
deducting placement agent fees and other estimated offering
expenses payable by the company, will be approximately $63 million.
Sonendo intends to use the net proceeds from the financing to
accelerate ongoing commercialization efforts and further expand its
current product portfolio and for working capital as well as other
general corporate purposes.
The securities purchase agreements entered into with the
investors provide for the purchase of an aggregate of 23,045,536
shares of its common stock (“Common Stock”) at a purchase price per
share of $0.95, and pre-funded warrants (“Pre-Funded Warrants”) to
purchase an aggregate of 43,315,846 shares of Common Stock at a
purchase price of $0.949 per pre-funded warrant, through a private
investment in public equity financing. The Pre-Funded Warrants will
have an exercise price of $0.001 per share of Common Stock, be
immediately exercisable and remain exercisable until exercised in
full.
The private placement is expected to close on or about September
27, 2022, subject to the satisfaction of customary closing
conditions.
BofA Securities and Stifel are acting as co-lead placement
agents for the private placement made to institutional
investors.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws, and
accordingly may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws. The Company has agreed
to file a registration statement with the Securities and Exchange
Commission ("SEC") registering the resale of the shares of common
stock issued in the private placement and the shares of Common
Stock underlying the Pre-Funded Warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities being offered, nor
shall there be any sale of the securities being offered in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
Any offering of the securities under the resale registration
statement will only be by means of a prospectus.
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.
Forward Looking Statements
This press release contains "forward-looking statements" based
on Sonendo's current expectations, forecasts and beliefs. These
forward-looking statements are subject to inherent uncertainties,
risks, and assumptions that are difficult to predict. Actual
outcomes and results could differ materially due to a number of
factors, including the ongoing uncertainty of the impact of the
COVID-19 pandemic, as well as COVID recovery impact, on its
business. These and other risks and uncertainties include those
described more fully in the company's Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the SEC on March
23, 2022, Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2022 and June 30, 2022 filed with the SEC on May 10, 2022
and August 10, 2022, respectively, under the sections titled "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," as well as any reports that
Sonendo may file with the SEC in the future. Forward-looking
statements contained in this announcement are based on information
available to Sonendo as of the date hereof. Sonendo undertakes no
obligation to update such information except as required under
applicable law. These forward-looking statements should not be
relied upon as representing Sonendo's views as of any date
subsequent to the date of this press release and should not be
relied upon as prediction of future events. In light of the
foregoing, investors are urged not to rely on any forward-looking
statement in reaching any conclusion or making any investment
decision about any securities of Sonendo.
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version on businesswire.com: https://www.businesswire.com/news/home/20220923005186/en/
Greg Chodaczek Gilmartin Group greg@gilmartinir.com or,
ir@sonendo.com
Sonendo (NYSE:SONX)
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