Sonder Holdings Inc.: debt financing — Sonder issues $24.5M in 15% PIK notes + dilutive warrants; terminates SVB credit line

Sonder Holdings Inc.

Issued $24.54M in units: senior secured notes (15% PIK, due 7/4/2026) + warrants for 21.2M shares at $1.50.
Warrants exercisable for 4 years after stockholder approval; if approval not obtained, certain conditions apply.
Also entered loan agreement with Marriott: Lender Notes replace fees, same maturity, prime+3% PIK.
Terminated existing SVB credit facility; event of default if fails to raise $32.5M by Nov 15, 2025.
Voting support agreement from majority shareholders to approve Nasdaq proposal and increase authorized shares.

item 1.01 item 1.02 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Sonder Holdings Inc. incurred senior notes of $24.540 million with certain qualified institutional buyers or accredited investors at 15.0% per annum maturing July 4, 2026.

Instrument: senior notes
Principal: $24.540 million
Counterparty: certain qualified institutional buyers or accredited investors
Rate: 15.0% per annum
Maturity: July 4, 2026
Event: incurrence

Exact text from the filing

On August 5, 2025, Sonder Holdings Inc. (the “Company”) entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”), with certain qualified institutional buyers or accredited investors (each a “Purchaser” and, collectively, the “Purchasers”), certain of whom are holders of shares of the Company’s Series A Preferred Stock, whereby the Company issued and sold $24.540 million of units (the “Units”), each comprised of (i) a senior secured promissory note (the “Investor Notes”)

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Source: SEC EDGAR

accession 0001753926-25-001256

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