---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-024997"
form_type: "8-K"
ticker: "SONX"
cik: "0001407973"
company_name: "Sonendo, Inc."
filed_at: "2024-03-05T23:59:59+00:00"
generated_at: "2026-06-05T03:37:46.419124+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Sonendo sells TDO Software for ~$16M, repays $15M debt to Perceptive Credit

## Summary
- Sold TDO Software assets to Valsoft for ~$16.0M total; $15.0M paid at closing, balance in ~12 months.
- Used $15.0M closing payment for one-time principal repayment on Perceptive Credit loan.
- Credit agreement amended to initiate monthly principal payments starting March 2024 and modify revenue covenants.
- Company will focus solely on GentleWave System after divestiture; TDO employees to receive comparable offers from Valsoft.
- Stifel served as financial advisor; Reed Smith as legal counsel.

## SEC filing metadata
- accession: 0000950170-24-024997
- form_type: 8-K
- ticker: SONX
- cik: 0001407973
- company_name: Sonendo, Inc.
- filed_at: 2024-03-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1407973/000095017024024997/0000950170-24-024997-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1407973/000095017024024997/sonx-20240301.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-024997
- JSON: https://secwatch.observer/filing/0000950170-24-024997.json
- Plain text: https://secwatch.observer/filing/0000950170-24-024997.txt

## Key facts
- Debt Financings
  Sonendo, Inc. amended credit facility with Perceptive Credit Holdings III, LP.
  - Instrument: credit facility
  - Counterparty: Perceptive Credit Holdings III, LP
  - Event: amendment
  source text: the Company entered to Amendment No. 3 (the "Amendment") to its Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021, by and among the Company, the subsidiary guarantors named therein, the lenders party thereto and Perceptive Credit Holdings III, LP, as amended (the "Credit Agreement"). The Amendment amended the Credit Agreement to include a one-time $15.0 million principal repayment and initiate monthly principal repayments beginning in March 2024 along with modifications to certain other terms including revenue covenants.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1407973/000095017024024997/0000950170-24-024997-index.htm
- M&A Transactions
  Sonendo, Inc. completed a disposition involving Valsoft Corporation Inc. and Aspire USA LLC for approximately $16.0 million, with $15.0 million paid upon the Effective Date and the balance due in approximately 12 months (closed 2024-03-01).
  - Action: disposition
  - Counterparty: Valsoft Corporation Inc. and Aspire USA LLC
  - Consideration: approximately $16.0 million, with $15.0 million paid upon the Effective Date and the balance due in approximately 12 months
  - Closing: 2024-03-01
  source text: On March 1, 2024 (the “Effective Date”), TDO Software, Inc., a California corporation (“TDO”) and a wholly-owned subsidiary of Sonendo, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among TDO, Valsoft Corporation Inc., a Quebec corporation (“Valsoft”), and Aspire USA LLC, a Delaware limited liability company and affiliate of Valsoft (together with Valsoft, the “Purchasers”), pursuant to which TDO agreed to sell to the Purchasers specified assets relating to the Company’s Software Segment assets comprised of TDO Software, the Company’s end-to-end practice management software for the endodontic industry (the “Business”), and the Purchasers agreed to assume certain liabilities relating to such business (the “Transaction”). As consideration for the Transaction, the Purchasers agreed to pay TDO approximately $16.0 million, with $15.0 million paid upon the Effective Date and the balance due in approximately 12 months pursuant to the terms of
  evidence_url: https://www.sec.gov/Archives/edgar/data/1407973/000095017024024997/0000950170-24-024997-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.