8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 6, 2021

SONENDO, INC.

(Exactname of registrant as specified in its charter)

Delaware	001-40988	20-5041718
( State or other jurisdiction of<br><br><br>incorporation or organization)	(Commission<br><br><br>File Number)	(I.R.S. Employer<br><br><br>Identification No.)

26061 Merit Circle, Suite 102

Laguna Hills, California, 92653

(Address of principal executive offices)

(949) 766-3636

(Registrant’s telephone number, include area code)

N/A

(Former name orformer 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<br>CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered
Common stock, par value $0.001 per share	SONX	The 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 CertainOfficers; Compensatory Arrangements of Certain Officers.

Item 5.02(d)

Effective as of December 6, 2021, the Board of Directors (the “Board”) of Sonendo, Inc., a Delaware corporation (the “Company”) increased the size of the Board from eight (8) directors to nine (9) directors and appointed Raj Pudipeddi as a new Class I member of the Board. Mr. Pudipeddi’s term of office as a Class I Director will expire at the Company’s 2022 annual meeting of stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal. The Board has determined that Mr. Pudipeddi is an “independent director” as defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements and rules of the New York Stock Exchange, and is a “non-employee director” under Section 16 of the Exchange Act of 1934, as amended.

Mr. Pudipeddi currently serves as Chief Product and Marketing Officer, Senior Vice President and Managing Director, Asia Pacific for Align Technology, Inc., a leading global medical device company and manufacturer of the Invisalign^®^ system. Mr. Pudipeddi joined Align Technology, Inc. in February 2019 as Senior Vice President and Chief Marketing Officer. From February 2017 to May 2018, Mr. Pudipeddi was the Director, Consumer Business and Chief Marketing Officer at Bharti Airtel, an Indian telecom services provider. Prior to Bharti Airtel, Mr. Pudipeddi spent about 22 years at Procter & Gamble, where he served in a number of leadership roles across businesses in the North American, Asia Pacific and Latin American regions, including as Vice President, North America, Oral Care.

Mr. Pudipeddi will be compensated in a manner consistent with the Company’s other non-employee directors, as described under the heading “Post-IPO Director Compensation Program” in the Company’s final prospectus filed with the SEC on November 1, 2021.

There are no arrangements or understandings between Mr. Pudipeddi and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions in which Mr. Pudipeddi has an interest that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On December 7, 2021, the Company issued a press release announcing the appointment of Mr. Pudipeddi. 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<br><br><br>No.	Description
99.1	Press Release dated December 7, 2021

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.

	SONENDO, INC.
Date: December 7, 2021	By:	/s/ Bjarne Bergheim
		Bjarne Bergheim
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Sonendo Appoints Raj Pudipeddi to Board of Directors

Former Procter & Gamble and current Align executive brings extensive

global business acumen in brand-building and consumer product excellence

LAGUNA HILLS, Calif., Dec. 7, 2021 — Sonendo, Inc. (NYSE: SONX) (“Sonendo”), a leading dental technology company and developer of the GentleWave^®^ System, today announced the appointment of Raj Pudipeddi as a member of its Board of Directors. Raj currently serves as Chief Product and Marketing Officer, Senior Vice President and Managing Director of the Asia Pacific region for Align Technology, a leading global medical device company that designs, manufactures, and sells the Invisalign system of clear aligners, iTero intraoral scanners, and exocad CAD/CAM software for digital orthodontics and restorative dentistry.

“We are delighted to have Raj join our Board of Directors,” said Bjarne Bergheim, president and CEO of Sonendo. “His extensive consumer and marketing expertise, and impressive track record of leading fast-growth teams will be invaluable as we continue to lead the transformation of root canal therapy through our advanced technology platform, the GentleWave System. Raj is a strong addition to our outstanding group of board members, and we look forward to his guidance as we pursue and accelerate our many opportunities for growth.”

An accomplished executive with 27 years of business leadership and brand building experience across consumer goods and telecom industries, Raj joined Align Technology in February 2019, as Senior Vice President and Chief Marketing Officer. He has expanded his responsibility since then and currently leads Align’s global product and marketing teams, in addition to being responsible for the market development and commercial execution of all Align technology products and services in the Asia Pacific region.

“Sonendo’s clinically proven technology presents a great opportunity to help further their presence in the market, connect patients with doctors and educate them about this innovation in dental care,” said Raj Pudipeddi. “Sonendo is a great growth story, and I look forward to supporting and advancing their mission to transform an industry and allow more patients to understand the proven benefits of the GentleWave System in enabling better outcomes and reduced post-operative pain.”

Raj started his career at Procter & Gamble (“P&G”), where he spent 22 years and served in multiple leadership roles in the North American, Latin American and Asia Pacific regions, and across businesses, including P&G’s Oral Care, Home Care, Batteries and Family Care. After P&G, Raj served as the Chief Marketing Officer and Director, Consumer Business at Bharti Airtel — India’s largest telecommunications services provider from February 2017 to May 2018. At Bharti Airtel, Raj was part of the management board and was responsible for driving the Consumer Business, strengthening the Airtel brand and spearheading customer-centric innovations.

Today’s announcement builds upon Sonendo’s announcement of three new board members earlier this month.

ABOUT SONENDO, INC.

Sonendo is a commercial-stage medical technology company focused on saving teeth from tooth decay, the most prevalent chronic disease globally. Sonendo has developed 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. 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.

SOURCE Sonendo

SONX-Corp

MEDIA CONTACT

Havas Formula for Sonendo

sonendo@havasformula.com

INVESTOR CONTACT:

Gilmartin Group

Matt Bacso, CFA

IR@sonendo.com