SONX Sonendo Inc (QX)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): May 31, 2024

 

 

Sonendo, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40988	20-5041718
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer 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

 

(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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SONX		OTC Markets

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 Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Officer

On May 31, 2024, Sonendo, Inc. (the “Company”) appointed John Bostjancic, age 53, to serve as Chief Financial Officer of the Company, effective June 5, 2024.

Prior to his appointment as Chief Financial Officer, Mr. Bostjancic served as a financial consultant to several life science companies since November 2023. Prior to this, he served as Chief Financial Officer of Orthofix Medical Inc. following its merger with SeaSpine Holdings Corporation from January 2023 to September 2023, as Chief Financial Officer of SeaSpine from July 2015 to January 2023, and in May 2022 he was appointed to his expanded role of Chief Operating and Financial Officer at SeaSpine. Mr. Bostjancic served as acting Chief Financial Officer of the SeaSpine business within Integra Life Sciences Holdings Corporation from 2014 to 2015 and from 2012 to 2014 he was Senior Vice President of Global Supply Chain at Integra. Mr. Bostjancic's responsibilities included global planning, kitting, distribution, logistics and customer service in the role, and he led the project team implementing the U.S. Food and Drug Administration’s “unique device identifier” rule in 2014. From 2008 to 2012, he was Senior Vice President of Financial Planning and Analysis at Integra. Since joining Integra in 1999, he held roles of increasing responsibility in the finance organization, including Corporate Controller from 2003 through 2006. Before joining Integra, from 1998 through 1999 Mr. Bostjancic was a manager in the accounting standards team at Merck & Co., Inc., a publicly traded health care company. From 1993 to 1998, he worked in the business assurance organization at PricewaterhouseCoopers. Mr. Bostjancic received his B.S. in Accounting from the College of New Jersey.

In connection with Mr. Bostjancic’s appointment as Chief Financial Officer, it is expected that Mr. Bostjancic will have an annual base salary of $425,000 and target bonus of 60% of his annual base salary, prorated in 2024 for the period of his employment. As an inducement to his employment as Chief Financial Officer, the Company’s board of directors granted Mr. Bostjancic 720,000 restricted stock units (the “RSUs”) pursuant to the 2023 Sonendo Employment Inducement Incentive Award Plan (the “RSU Award”). The RSU Award will vest over four years, with 25% of the RSUs vesting on an annual basis, subject to Mr. Bostjancic’s continued provision of services to the Company through each such vesting date and other standard terms.

It is expected that Mr. Bostjancic will enter into the Company’s standard form of indemnification agreement, in substantially the same form filed as Exhibit 10.2 hereto, and standard form executive severance plan, in substantially the same form filed as Exhibit 10.3 hereto.

Mr. Bostjancic has no family relationship with any director, executive officer or person nominated to become a director or executive officer of the Company. Mr. Bostjancic has not engaged in any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. There are no arrangements or understandings between Mr. Bostjancic and any other person pursuant to which he was appointed as the Company’s Chief Financial Officer.

Chris Guo, who has served as interim Chief Financial Officer, will continue as Vice President of Finance and Corporate Controller.

Amendment of Inducement Plan

On May 31, 2024, the board of directors of the Company amended (the “Amendment”) the 2023 Employment Inducement Incentive Award Plan (the “Plan”) and, subject to the adjustment provisions of the Plan, reserved an additional 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Plan.

The Plan provides for, among other things, the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock- or cash-based awards to eligible individuals. Awards under the Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company.

A copy of the Amendment is attached as Exhibit 10.4 hereto and incorporated by reference herein. The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 7.01 Regulation FD Disclosure.

On June 5, 2024, the Company issued a press release related to the foregoing mentioned in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 7.01.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

---

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished as part of this report:

Exhibit No.		Description
10.1		Employment Letter, dated as of June 3, 2024, by and between Sonendo, Inc. and John Bostjancic
10.2		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Amendment No. 1 to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on October 25, 2021)
10.3		Form Executive Severance Plan (incorporated by reference to Exhibit 10.19 of the Company's Form S-1 Registration Statement filed with the Securities and Exchange Commission on October 25, 2021)
10.4		Amendment to the 2023 Employment Inducement Incentive Award Plan (incorporated by reference to Exhibit 99.2 of the Company’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 4, 2024)
99.1		Press Release issued by Sonendo, Inc., dated June 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

---

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 5, 2024	By:	/s/ Bjarne Bergheim
			Bjarne Bergheim President and Chief Executive Officer

 

---

6/3/2024 Dear John: On behalf of Sonendo, Inc., I am pleased to offer you the position of Chief Financial Officer. Your start date will be 6/5/2024 and you will report to Bjarne Bergheim, President & CEO. The primary duties and areas of responsibility of this role have been discussed with you previously. Your compensation for this Regular Full-Time, Exempt position will be $425,000.00 per annum, which is $17,708.33 paid on a semi-monthly basis. You will be eligible to participate in the Company’s bonus program, which may be amended from time to time, with a target incentive of 60% of your annual base salary (pro-rated as may be necessary to reflect your hire date). Your actual incentive bonus payout will depend on the achievement of predetermined objectives and your individual performance. To be eligible for the incentive bonus, you must remain employed and in good standing with the Company through the date that the incentive bonus is paid. The incentive bonus will be paid annually, typically within two months after the fiscal year for which they are earned. I will recommend to the Sonendo Board that you be granted equity of 720,000 shares in accordance with the terms of the Sonendo Equity Plan and the standard form of agreement issued pursuant to such plan, which provides, among other things, for vesting over time based on your continued service. The issuance of the equity is contingent upon the Sonendo Board’s formal approval. The Company’s normal business hours are Monday through Friday 8:00am to 5:00pm PT, excluding holidays. However, in your capacity as Chief Financial Officer, it may be necessary for you to work outside of these hours from time to time to fulfill the requirements of the role. The Company currently offers a benefits package that includes medical, dental, vision, FSA, HSA, 401(k), life and disability insurance. In addition, the Company provides paid holidays, and you will be assigned the Permissive PTO policy. Details of these benefits will be discussed with you when you start the position. This offer is contingent upon our obtaining: 1. Proof of eligibility to work in the United States in accordance with the Department of Homeland Security’s Form I-9. 2. Signed Patent, Copyright and Non-Disclosure Agreement. 3. Signed Sonendo Mutually Binding Employment Arbitration Agreement. 4. Satisfactory outcome of a personal background check, which may include drug screening, professional references, verification of previous employment and education, social security verification, criminal background check and a motor vehicle report (MVR) check. This offer of employment, if not previously accepted by you, will expire seven days from the date of this letter, although additional time for consideration of the offer can be made available if you find it necessary. If you wish to accept the offer, please sign in the place provided below and return it to me within the prescribed time. While we hope our relationship will be long and mutually beneficial, it should be recognized that neither you, nor we, have entered into any contract of employment, expressed or implied. Our relationship is, and will always be, one of voluntary employment at will. At-will means that either the employee or the Company can terminate the employment relationship at any time with or without cause or reason. On behalf of the Sonendo team, I’d like to extend a warm welcome to you. We hope that you will consider our offer favorable and choose to join Sonendo, Inc. Very truly yours, /s/ Roy T. Chen Roy T. Chen Chief Talent Officer Accepted and Agreed: /s/ John Bostjancic 6/3/2024 John Bostjancic Date

---

SONENDO STRENGTHENS LEADERSHIP WITH KEY STRATEGIC APPOINTMENTS

John Bostjancic Appointed as Chief Financial Officer

Bob Guyatt Appointed as Senior Vice President of Marketing

John McGaugh Promoted to Senior Vice President of Operations

LAGUNA HILLS, Calif. – June 5, 2024 – Sonendo, Inc. (OTCQX: SONX) (“Sonendo”), a leading dental technology company and developer of the GentleWave® System, today announced the appointment of John Bostjancic as Chief Financial Officer, the appointment of Robert Guyatt as Senior Vice President of Marketing, and the promotion of John McGaugh to Senior Vice President of Operations.

“Sonendo is embarking on a reset strategy to drive fundamental change within the organization,” said Bjarne Bergheim, President and Chief Executive Officer of Sonendo. “We have filled key leadership roles with action-minded individuals who are committed to help drive the three elements of our reset: commercial execution, margin expansion, and cash conservation. I’m thrilled to have John Bostjancic, Bob Guyatt, and John McGaugh onboard, and believe their contributions to Sonendo will be key factors in the success of each facet of our forward-looking strategy.”

Mr. Bostjancic comes to Sonendo with extensive experience in the medical device industry with over 20 years in financial and operational leadership roles at publicly traded companies. He most recently served as Chief Financial Officer of Orthofix Medical, a global spinal and orthopedics medical device company, following its 2023 merger with SeaSpine, where Bostjancic had served for 8 years as CFO and was also appointed as Chief Operating Officer in 2022. Prior to that, he spent 16 years at Integra Lifesciences in multiple corporate development, supply chain and financial leadership roles. Bostjancic began his career at PricewaterhouseCoopers LLP before joining the accounting standards team at Merck & Co Inc. His appointment as Chief Financial Officer at Sonendo is effective as of June 5, 2024.

Mr. Bergheim added, “I’m very pleased to welcome John to the Sonendo team and know that with his strong track record of championing growth initiatives while enhancing efficiencies, he will be instrumental in executing across all aspects of the Company’s reset strategy. John is a veteran of the healthcare industry, and we look forward to leveraging his deep expertise as we move on to the next step in Sonendo’s journey.”

Mr. Guyatt brings comprehensive marketing leadership and experience to Sonendo, where he will head marketing efforts, which include driving the commercial execution initiative associated with the Company’s reset strategy. He previously served as a consultant to the Company in other senior marketing positions. Prior to his time at Sonendo, Mr. Guyatt held global executive marketing roles at Danaher’s dental platform and led US Sales and Global Marketing at Lifecore Biomedical before an acquisition by Warburg Pincus. His appointment as Senior Vice President of Marketing at Sonendo was effective as of April 23, 2024.

Mr. McGaugh has been with Sonendo since May 2023 where he has helped instill significant operational efficiencies with console assembly and procedure instrument margin contributions. He has a proven record with over 20 years in overseeing global manufacturing operations, and with his promotion he will take on an expanded leadership role within the organization. Prior to his time at Sonendo, Mr. McGaugh served as a multi-site operational leader for Abbott Vascular. In addition to his experience at Abbott, Mr. McGaugh has held leadership roles at Boston Scientific and American Medical Systems. His promotion to Senior Vice President of Operations was effective as of March 1, 2024.

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.

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 includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements relating to the Company’s anticipated business and financial performance on an on-going basis. You are cautioned that such statements are not guarantees of future performance and that our actual results may differ materially from those set forth in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions; speak only as of the date they are made; and, as a result, are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual results to differ materially from these forward-looking statements are described in detail in our registration statements, reports and other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in our Annual Report on Form 10-K, as supplemented by our quarterly reports on Form 10-Q. Such filings are available on our website or at www.sec.gov. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Contact:

Gilmartin Group

Greg Chodaczek

IR@Sonendo.com

 

---

v3.24.1.1.u2

Document And Entity Information	May 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2024
Entity Registrant Name	Sonendo, Inc.
Entity Central Index Key	0001407973
Entity Emerging Growth Company	true
Entity File Number	001-40988
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5041718
Entity Address, Address Line One	26061 Merit Circle, Suite 102
Entity Address, City or Town	Laguna Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92653
City Area Code	(949)
Local Phone Number	766-3636
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SONX
Security Exchange Name	NONE

---