RichieBoy
2 weeks ago
🤔🧐😵💫🫣🤨 They definitely seem to have changed there mind. They had to file this R/S as a CYA strategy. Advised and approved by lawyers as well as the board. The sentence highlighted in bold states they can change there mind. My hunch is now that they know* they got BIOL's rights, patents, customer base contracts, basically every asset BIOL had acquired over the years.
Like you and me they were likely surprised how fast everything went down. October 18th is now null and void. They must notify you by another filing of any new date IN A TIMELY MANNER. For now you're in the clear of any immediate R/S that I can see. I hasten to add though, they can still R/S if and when they see fit out to the 2025 AGM. This is my take Scott I'm not an advisor just expressing my opinion. They can't say of Oct 18th then change there mind and ultimately spring it on you clandestinely. They must notify you through media of the revised date. A filing and/or a PR. Again my opinion only. If I get time I'll ring up Bjarne, ask him what sort of Holly Jolly he has in store. 🤔
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): October 16, 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:
?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
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of this Current Report on Form 8-K (this “Report”), the information contained in Item 5.03 of this Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported, on June 10, 2024 at the annual meeting of stockholders, the stockholders of Sonendo, Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock, at a specific ratio, at the discretion of the Company’s board of directors at any time prior to the Company’s 2025 annual meeting of stockholders, with the exact ratio to be determined by the Company’s board of directors without further approval or authorization of the Company’s stockholders. In September 2024, the Board approved a 1-for-200 reverse stock split.
On October 16, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-200 split of its common stock, par value $0.001 per share (the “Reverse Stock Split”). The Reverse Stock Split became effective as of October 18, 2024 (the “Effective Time”).
As a result of the Reverse Stock Split, each two hundred shares of the Company’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time will be automatically reclassified as and changed into one share of the Company’s common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who are entitled to fractional shares will receive a cash payment in lieu of receiving fractional shares (after taking into account and aggregating all shares of the Company’s common stock then held by such stockholder) equal to the fractional share interest multiplied by $0.05 (the per share closing price of the Company’s common stock, on a post-split basis, as last reported on the OTCQX market on October 17, 2024).
The Reverse Stock Split was submitted to the Financial Industry Regulatory Authority (“FINRA”) on September 18, 2024. The processing of the effects of the Reverse Stock Split by FINRA on the reported price of the common stock on the OTC Markets Group Inc. will occur at the time that the Reverse Stock Split is announced by FINRA on its OTC Daily List, which will occur following the completion of their review. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 835431206.
A copy of the Certificate of Amendment is attached to this current report as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this report:
Exhibit Number
Description
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonendo, Inc.
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 hereunto duly authorized.
Sonendo, Inc.
Date:
October 22, 2024
By:
/s/ John Bostjancic
John Bostjancic
Chief Financial Officer
Ex. 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SONENDO, INC.
Sonendo, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 2, 2021, as amended (the “Certificate of Incorporation”). The amendment to the Certificate of Incorporation being effected hereby is as follows:
Article IV of the Certificate of Incorporation be and hereby is amended by adding the following after the first paragraph of Article IV:
“Reverse Stock Split. Upon effectiveness (“Effective Time”) of this amendment to the Certificate of Incorporation, a one-for-two hundred reverse stock split (the “Reverse Stock Split”) of the Corporation’s Common Stock shall become effective, pursuant to which each two hundred (200) shares of Common Stock outstanding and held of record by each stockholder of the Corporation and each share of Common Stock held in treasury by the Corporation immediately prior to the Effective Time (“Old Common Stock”) shall automatically, and without any action by the holder thereof, be reclassified and combined into one validly issued, fully paid and non-assessable share of Common Stock (“New Common Stock”), subject to the treatment of fractional interests as described below and with no corresponding reduction in the number of authorized shares of our Common Stock. The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Old Common Stock and all references to such Old Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Old Common Stock shall be deemed to be references to the New Common Stock or options or rights to purchase or acquire shares of New Common stock, as the case may be, after giving effect to the Reverse Stock Split. No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the OTCQX or other principal market of our common stock, as applicable, as of the date of the Effective Time, by (b) the fraction of one share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
SECOND: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. This Certificate of Amendment shall be effective at 12:01 a.m., Eastern Time, on October 18, 2024.
THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
[signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by John Bostjancic, its Chief Financial Officer, this 16th day of October, 2024.
Sonendo, Inc.
A Delaware corporation
By:
/s/ John Bostjancic
John Bostjancic
Chief Financial Officer
RichieBoy
2 weeks ago
Biolase is using over 250 patents. I'm wondering if the court case centered around the AI patents because sounds like both companies were using highly advanced Generative AI. That could easily have been where SONX felt threatened and undermined. BIOL was already employing similar methods to SONX.
BioLase, a leading dental laser technology company, utilizes Artificial Intelligence (AI) in its diagnostic and treatment tools. BioLase's AI-powered systems assist dentists in diagnosing tooth ailments through advanced imaging and data analysis.
Some key features of BioLase's AI-driven technology include:
1. Optical Coherence Tomography (OCT): This non-invasive imaging technique generates high-resolution, 3D images of teeth and surrounding tissues, allowing for precise mapping of tooth structures.
2. Near-Infrared (NIR) Transillumination: This technology uses low-intensity laser light to illuminate teeth, highlighting cracks, fractures, and decay.
3. AI-powered image analysis software: Advanced algorithms analyze images from OCT and NIR scans to detect anomalies, measure tooth density, and identify potential issues.
BioLase's AI technology helps diagnose various tooth ailments, including:
1. Tooth decay
2. Cracks and fractures
3. Periodontal disease
4. Pulp vitality
While BioLase's technology excels in external tooth mapping, intra-tooth mapping is primarily done through other dental imaging methods like:
1. Cone Beam Computed Tomography (CBCT) scans
2. Intraoral scanners
3. Digital radiography
Dentists combine BioLase's AI-driven insights with these additional imaging modalities for comprehensive diagnoses and treatment plans.
Real time mapping of the internal tooth sure sounds like machine learning to me. That's one of the hallmarks of GEN AI. BIOL might have also been employing GEN AI to design the optimum repair reconstruction of the tooth. The similarities of both businesses are more than close, they overlap on numerous ocassions. Reconstruction I'm sure must play a huge roll in cosmetic dentistry. Huge money in that aspect of the industry.
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