Amended Statement of Ownership (sc 13g/a)
15 February 2023 - 9:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
(Amendment
No. 2)
|
Sonendo, Inc. |
(Name
of Issuer)
Common
Stock, $0.01 par value |
(Title
of Class of Securities)
835431107 |
(CUSIP
Number)
December
31, 2022 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☒ |
Rule
13d-1(b) |
|
☐ |
Rule
13d-1(c) |
|
☐ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No . |
835431107 |
|
Page
2 of 7 |
1 |
NAME
OF REPORTING PERSONS
First Light Asset Management, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
46-3521994 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
|
6 |
SHARED
VOTING POWER
5,067,338 |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
5,067,338 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,067,338 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98% |
|
12 |
TYPE
OF REPORTING PERSON
IA |
|
|
|
|
|
|
CUSIP
No . |
835431107 |
|
Page
3 of 7 |
1 |
NAME
OF REPORTING PERSONS
Mathew P. Arens
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
State of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
6,150 |
|
6 |
SHARED
VOTING POWER
5,067,338 |
|
7 |
SOLE
DISPOSITIVE POWER
6,150 |
|
8 |
SHARED
DISPOSITIVE POWER
5,067,338 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,073,488 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
835431107 |
|
Page
4 of 7 |
Item 1(a). |
|
Name
of Issuer: |
|
|
Sonendo, Inc. |
|
|
|
Item 1(b). |
|
Address
of Issuer’s Principal Executive Offices: |
|
|
26061 Merit Circle, Suite 102, Laguna Hills, CA 92653 |
|
|
|
Item 2(a). |
|
Name
of Person Filing: |
|
|
This
Schedule 13G is being jointly filed by the following:
First
Light Asset Management, LLC (the “Manager”)
Mathew
P. Arens (“Mr. Arens”)
|
|
|
The Manager may be deemed to be the beneficial owner of 5,067,338 of the Issuer’s shares of common
stock (the “Shares”). The Manager may be deemed to be the beneficial owner of these shares because it acts as an investment
adviser to certain private funds. Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls the
Manager in his position as managing member and majority owner of the Manager. Mr. Arens also directly holds 6,150 Shares in an
individual capacity with sole control. The Manager and Mr. Arens are filing this Schedule 13G/A with respect to these Shares pursuant
to Rule 13d-1(b) under the Act. The amounts reported
assume the exercise of 1,029,001 warrants by private funds for which the Manager serves as investment adviser and/or by Mr. Arens,
and if not for the blocker, the reporting persons would have the ability to exercise an additional 22,127,739 warrants in the aggregate.
The
Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his
respective name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons
or any of their affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other
than Section 13(d) of the Securities Exchange Act of 1934. |
|
|
|
Item 2(b). |
|
Address
of Principal Business Office or, if None, Residence: |
|
|
Each
of the reporting persons identified in Item 2(a) has its principal business office at:
3300
Edinborough Way, Suite 201, Edina, MN 55435 |
|
|
|
Item 2(c). |
|
Citizenship: |
|
|
First
Light Asset Management, LLC – Delaware limited liability company
Mathew
P. Arens – United States citizen |
|
|
|
Item 2(d). |
|
Title
of Class of Securities: |
|
|
Common Stock,
$0.01 par value |
|
|
|
Item 2(e). |
|
CUSIP
Number: |
|
|
835431107 |
|
|
|
Item 3. |
If This
Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
|
(a) |
☐ |
Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank as defined in Section
3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance company as
defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☒ |
An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E); |
CUSIP
No. |
835431107 |
|
Page
5 of 7 |
|
(f) |
☐ |
An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☒ |
A parent holding company or control
person in accordance with §240.13d-1(b)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
|
|
|
|
Item 4. |
Ownership. |
|
|
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
|
|
(a) |
Amount beneficially owned: |
|
|
First
Light Asset Management, LLC – 5,067,338
Mathew
P. Arens – 5,073,488 |
|
|
|
|
(b) |
Percent of class: |
|
|
First
Light Asset Management, LLC – 9.98%
Mathew
P. Arens – 9.99% |
|
|
|
|
(c) |
Number of shares as to which such
person has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct
the vote |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 6,150 |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct
the vote |
|
|
|
First
Light Asset Management, LLC – 5,067,338
Mathew
P. Arens – 5,067,338 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct
the disposition of |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 6,150 |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct
the disposition of |
|
|
|
First
Light Asset Management, LLC – 5,067,338
Mathew
P. Arens – 5,067,338 |
|
|
|
|
|
|
|
CUSIP
No . |
835431107 |
|
Page 6
of 7 |
Item 5. |
Ownership of Five Percent
or Less of a Class. |
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐ |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf
of Another Person. |
|
Not applicable |
|
|
Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
Not applicable |
|
|
Item 8. |
Identification and Classification of Members
of the Group. |
|
Not applicable |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
Not applicable |
|
|
Item 10. |
Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
FIRST LIGHT ASSET MANAGEMENT, LLC |
|
|
|
Date: |
February 14, 2023 |
|
|
|
|
|
|
By: |
/s/ Kurt
T. Peterson |
|
|
Name: |
Kurt T. Peterson |
|
|
Title: |
Chief Compliance Officer |
|
|
|
Date: |
February
14, 2023 |
|
|
|
Signature: |
/s/ Mathew
P. Arens |
|
|
Name: |
Mathew P. Arens |
|
CUSIP
No . |
835431107 |
|
Page 7
of 7 |
Exhibit
A
JOINT
FILING AGREEMENT
The Undersigned agree that the statement on Schedule 13G with respect to the common stock of Sonendo,
Inc, dated as of February 14, 2023, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of
each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
|
FIRST LIGHT ASSET MANAGEMENT, LLC |
|
|
|
|
|
|
By: |
/s/ Kurt T. Peterson |
|
|
Name: |
Kurt T. Peterson |
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
|
|
Signature: |
/s/ Mathew
P. Arens |
|
|
Name: |
Mathew P. Arens |
|
Sonendo (NYSE:SONX)
Historical Stock Chart
From Apr 2024 to May 2024
Sonendo (NYSE:SONX)
Historical Stock Chart
From May 2023 to May 2024