SONX Sonendo Inc

Item 1.01 Entry into a Material Definitive Agreement.

On September 22, 2022, Sonendo, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain institutional investors and accredited investors (the “Purchasers”), 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 “Private Placement”). 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 Purchase Agreements contain customary representations, warranties, and covenants of the Company and the Purchasers, and customary indemnification rights and other obligations of the parties.

The Private Placement is expected to close on or about September 27, 2022, subject to the satisfaction of certain customary closing conditions. The Company will receive aggregate gross proceeds from the Private Placement of approximately $63 million, before deducting placement agent fees and offering estimated expenses. BofA Securities, Inc. and Stifel, Nicolaus & Company, Incorporated are acting as co-lead placement agents for the private placement made to institutional investors. Sonendo intends to use the net proceeds from the Private Placement to accelerate ongoing commercialization efforts and further expand its current product portfolio and for working capital as well as other general corporate purposes.

Pursuant to the terms of the Purchase Agreements, the Company agreed to provide the Purchasers with certain registration rights, which require the Company to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale by the Purchasers of the shares of Common Stock sold in the Private Placement and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants within 45 days of the closing of the Private Placement.

The foregoing description of the Purchase Agreements and the Pre-Funded Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreements and the form of Pre-Funded Warrant, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreements are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business.