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.