Sonendo Inc 2024年度报告

(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization)26061 Merit Circle,Suite 102Laguna Hills,CA(Address of principal executive offices) 92653(Zip Code) Registrant’s telephone number, including area code:(949)766-3636 Securities registered pursuant to Section 12(b) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2024 was approximately$4.3million,basedon the closing price of the shares of common stock on New York Stock Exchange on such date. The number of shares of Registrant’s Common Stock outstanding as of March 12, 2025 was427,401. 1.On April 11, 2024, the New York Stock Exchange LLC filed a Form 25 and removed the registrant’s common stock, $0.001 par value per share, fromlisting and registration under Section 12(b) of the Exchange Act.2.On February 27, 2025, the registrant filed a Form 15 pursuant to Rule 15d-6 under the Exchange Act to suspend the registration of its common stock,$0.001 par value per share, under Section 15 of the Exchange Act. EXPLANATORY NOTE On April 11, 2024, the New York Stock Exchange LLC filed a Form 25 and removed the registrant’s common stock, $0.001 par value per share, from listing andregistration under Section 12(b) of the Exchange Act. On February 27, 2025, the registrant filed a Form 15 pursuant to Rule 15d-6 under the Act to suspend theregistration of its common stock under Section 15 of the Exchange Act, suspending the Company’s duty to file reports under Section 13 or 15(d) of the Exchange Act.The Company is filing this Annual Report on Form 10-K with the Commission to comply with its remaining reporting obligations under Section 15(d) of the ExchangeAct. As of the fiscal year ended December 31, 2024, the Company had less than 300 shareholders of record under the applicable counting rules. The Company intends topost periodic reports on the OTC Markets website under the alternative reporting standard, its current reporting standard. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s