8-K

Sonendo, Inc. (SONX)

8-K 2023-06-21 For: 2023-06-21
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): June 21, 2023

Sonendo, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-40988 20-5041718
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
26061 Merit Circle, Suite 102
Laguna Hills, California 92653
(Address of Principal Executive Offices) (Zip Code)
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:

☐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 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders (the “2023 Annual Meeting”) of Sonendo, Inc. (the “Company”) was held on June 16, 2023. At the 2023 Annual Meeting, the Company’s stockholders voted on the following two proposals and cast their votes as described below.

Proposal 1—Election of Class II Directors

The Class II Director nominees, Bjarne Bergheim, Olav Bergheim and Karen McGinnis were elected to hold office for a three-year term and until their successors are duly elected and qualified by the following vote:

Name For Withheld Broker Non-Votes
Bjarne Bergheim 23,131,981 9,254,856 9,250,227
Olav Bergheim 22,975,207 9,411,630 9,250,227
Karen McGinnis 21,390,390 10,996,447 9,250,227

Proposal 2—Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved by the following vote:

For: 41,595,274
Against: 39,829
Abstained: 1,961
Broker Non-Votes: N/A

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 thereunto duly authorized.

Sonendo, Inc.
Date: June 21, 2023 By: /s/Bjarne Bergheim
Bjarne Bergheim<br>President and Chief Executive Officer