SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Final Amendment)*
SONENDO, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
835431 107
(CUSIP Number)
Martin P. Sutter
EW Healthcare Partners Fund 2, L.P.
EW Healthcare Partners Fund 2-A, L.P.
21 Waterway Avenue, Suite 225
The Woodlands, Texas 77380
(281) 364-1555
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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 persons 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).
SCHEDULE 13G | ||||
CUSIP No. 835431 107 | Page 2 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2, L.P. | |||||
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
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. 835431 107 | Page 3 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2-A, L.P. | |||||
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
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. 835431 107 | Page 4 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2 GP, L.P. | |||||
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
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. 835431 107 | Page 5 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2-UGP, LLC | |||||
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
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
CO |
CUSIP No. | Page 6 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin P. Sutter | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 835431 107 | Page 7 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Petri Vainio | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 835431 107 | Page 8 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ron Eastman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 835431 107 | Page 9 of 9 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Barry | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON
IN |
ORIGINAL REPORT ON SCHEDULE 13G/A
Item 1.
(a) Name of Issuer: SONENDO, INC.
(b) Address of Issuers Principal Executive Offices:
260061 Merit Circle, Suite 102
Laguna Hills, CA 92653
Item 2.
(a) Name of Person Filing: This Schedule 13G/A is being filed jointly by EW Healthcare Partners Fund 2, L.P., a Delaware limited partnership (EWHP2), EW Healthcare Partners Fund 2-A, L.P., a Delaware limited partnership (EWHP2A, and together with EWHP2, the Funds), EW Healthcare Partners Fund 2 GP, L.P., a Delaware limited partnership, the general partner of the Funds (the EWHP2 GP), EW Healthcare Partners Fund 2-UGP, LLC, a Delaware limited liability company, the general partner of EWHP2 GP (the General Partner), Martin P. Sutter, an individual, Petri Vainio, an individual, Ron Eastman, an individual, and R. Scott Barry, an individual, (each a Manager, collectively, the Managers, and together with the Funds, EWHP2 GP and the General Partner, the Reporting Persons).
(b) Address of Principal Business Office: The address of the principal business of each of the Reporting Persons is 21 Waterway, Suite 225, The Woodlands, Texas 77380.
(c) Citizenship: (i) EWHP2, EWHP2A and EWHP2 GP are each Delaware limited partnerships; (ii) the General Partner is a Delaware limited liability company; and (iii) each of Martin P. Sutter, Petri Vainio, Ron Eastman and R. Scott Barry are all individuals who are citizens of the United States.
(d) Title and Class of Securities: Common Stock, par value $.001 per share
(e) CUSIP Number: 835431 107
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); | ||
(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)(1)(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 of 1940 (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. |
For EWHP2, -0- shares.
For EWHP2-A, -0- shares.
For each of EWHP2 GP and the General Partner, -0- shares.
For each of the Managers: -0- shares.
(b) | Percent of Class. |
For EWHP2, 0%.
For EWHP2-A, 0%.
For each of EWHP2 GP and the General Partner, 0%.
For each of the Managers: 0%.
(c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote:
For EWHP2, -0- shares.
For EWHP2-A, -0- shares.
For each of EWHP2 GP and the General Partner, -0- shares.
For each of the Managers: -0- shares.
(ii) Shared power to vote or to direct the vote:
For EWHP2, -0- shares.
For EWHP2-A, -0- shares.
For each of EWHP2 GP and the General Partner, -0- shares.
For each of the Managers: -0- shares.
(iii) Sole power to dispose or to direct the disposition of:
For EWHP2, -0- shares.
For EWHP2-A, -0- shares.
For each of EWHP2 GP and the General Partner, -0- shares.
For each of the Managers: -0- shares.
(iv) Shared power to dispose or to direct the disposition of:
For EWHP2, -0- shares.
For EWHP2-A, -0- shares.
For each of EWHP2 GP and the General Partner, -0- shares.
For each of the Managers: -0- shares.
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
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
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 the purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2023
EW HEALTHCARE PARTNERS FUND 2, L.P.
By: EW Healthcare Partners Fund 2 GP, L.P., Its General Partner |
INDIVIDUALS: | |||||||
By: | EW Healthcare Partners Fund 2-UGP, LLC, | /s/ Martin P. Sutter | ||||||
Its General Partner | Name: | Martin P. Sutter | ||||||
By: | /s/ Martin P. Sutter | /s/ R. Scott Barry | ||||||
Name: Martin P. Sutter Title: Managing Director |
Name: | R. Scott Barry | ||||||
EW HEALTHCARE PARTNERS FUND 2-A, L.P.
By: EW Healthcare Partners Fund 2 GP, L.P., Its General Partner |
/s/ Ronald Eastman | |||||||
Name: | Ronald Eastman | |||||||
By: | EW Healthcare Partners Fund 2-UGP, LLC, | /s/ Petri Vainio | ||||||
Its General Partner | Name: | Petri Vainio | ||||||
By: | /s/ Martin P. Sutter | |||||||
Name: Martin P. Sutter Title: Managing Director |
||||||||
EW HEALTHCARE PARTNERS FUND 2 GP, L.P. | ||||||||
By: | EW Healthcare Partners Fund 2-UGP, LLC, Its General Partner |
|||||||
By: | /s/ Martin P. Sutter | |||||||
Name: Martin P. Sutter Title: Managing Director |
||||||||
EW HEALTHCARE PARTNERS FUND 2-UGP, LLC | ||||||||
By: | /s/ Martin P. Sutter | |||||||
Name: Martin P. Sutter Title: Managing Director |
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement on Schedule 13G/A relating to the Common Stock of Sonendo, Inc., has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G/A will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G/A as to any of the undersigned upon such person giving written notice thereof to each of the other persons signature hereto, at the principal office thereof.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Date: February 9, 2023
EW HEALTHCARE PARTNERS FUND 2, L.P. | INDIVIDUALS: | |||||||
By: | EW Healthcare Partners Fund 2 GP, L.P., Its General Partner |
|||||||
/s/ Martin P. Sutter | ||||||||
By: | EW Healthcare Partners Fund 2-UGP, LLC, Its General Partner |
Name: | Martin P. Sutter | |||||
By: | /s/ Martin P. Sutter |
/s/ R. Scott Barry | ||||||
Name: Martin P. Sutter |
Name: | R. Scott Barry | ||||||
Title: Managing Director | ||||||||
EW HEALTHCARE PARTNERS FUND 2-A, L.P. | /s/ Ronald Eastman | |||||||
By: |
EW Healthcare Partners Fund 2 GP, L.P., Its General Partner |
Name: | Ronald Eastman | |||||
By: | EW Healthcare Partners Fund 2-UGP, LLC, Its General Partner |
/s/ Petri Vainio | ||||||
Name: | Petri Vainio | |||||||
By: | /s/ Martin P. Sutter | |||||||
Name: Martin P. Sutter | ||||||||
Title: Managing Director |
EW HEALTHCARE PARTNERS FUND 2 GP, L.P. | ||
By: | EW Healthcare Partners Fund 2-UGP, LLC, Its General Partner | |
By: | /s/ Martin P. Sutter | |
Name: Martin P. Sutter | ||
Title: Managing Director | ||
EW HEALTHCARE PARTNERS FUND 2-UGP, LLC | ||
By: | /s/ Martin P. Sutter | |
Name: Martin P. Sutter | ||
Title: Managing Director |