Sonendo, Inc. (OTC PINK: SONX) (“Sonendo” or the “Company”), a leading dental technology company and developer of the GentleWave® System, today announced a private placement of common stock, resulting in gross proceeds of $5.0 million (the “Private Placement”). New and existing investors, including certain directors and officers of the Company, participated in the financing.

Sonendo intends to use the proceeds from the financing to expand commercial programs to drive revenue growth, continue executing ongoing business restructuring activities to further reduce operating expenses and accelerate the path to positive adjusted EBITDA and operating cash flow, to retain senior leadership and key employees and for working capital as well as other general corporate purposes.

The Company entered into securities purchase agreements with investors to sell an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.001 at a purchase price per share of $1.25, which reflects an approximately 10% premium to the most recent closing price.

Brookline Capital Markets, a division of Arcadia Securities, LLC, served as the sole placement agent for the Private Placement.

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.

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.

Additionally, on March 31, 2025, Sonendo entered into Amendment No. 5 (the “Amendment No. 5”), and on April 25, 2025, Sonendo entered into Amendment No. 6 (the “Amendment No. 6”, together with Amendment No. 5, the “Amendments”) to its Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021, by and among the Company, the subsidiary guarantor named therein, the lenders party thereto and Perceptive Credit Holdings III, LP, as amended (the “Credit Agreement”). The Amendments amended the Credit Agreement, to, among other things, (i) reduce the minimum gross proceed requirements for certain equity financings and capital-raising transactions condition and (ii) subject to the consummation of the transactions in clause (i) (A) waive amortization payments originally due on February 28, 2025 and March 31, 2025 and (B) defer amortization payments due during the period beginning on April 30, 2025 and ending immediately prior to March 31, 2026.

“We are pleased that our lender and these new and existing investors participating in the private placement have recognized the meaningful success we have achieved in restructuring the business and stabilizing revenue while significantly reducing operating expenses and free cash flow burn, as demonstrated in our 2024 financial and operational results,” said Bjarne Bergheim, President and Chief Executive Officer of Sonendo. “We have significantly improved the liquidity profile of the Company via the private placement and the recent amendments to our credit facility, and we expect to deliver additional gross margin expansion and further reductions in operating losses and free cash flow burn in 2025. We remain steadfastly committed to operational excellence and to position Sonendo for robust, long-term and profitable growth.”

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.

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. 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.

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