Sonoma Pharmaceuticals filings document the regulatory record for a Nasdaq-listed healthcare company with common stock trading under SNOA. Its disclosures include Securities Act registration statements, current reports on material events, proxy materials for shareholder voting matters, and common-stock and capital-structure information.
Recent filings cover material agreements involving Microcyn technology-based products, governance and executive or director changes, investor presentation materials, and proxy items related to corporate organization and stockholder approval mechanics. Registration statements and amendments describe offered securities, reporting-company status and related disclosure controls, while 8-K reports record definitive agreements, leadership matters and other company events affecting Sonoma’s operations and governance.
Sonoma Pharmaceuticals, Inc. (SNOA) adopted and entered into a Section 382 rights agreement with Computershare Inc. as Rights Agent, effective October 6, 2026, replacing its 2016 agreement, which expires October 18, 2026. It provides one preferred stock purchase right for each common share outstanding on October 13, 2026; upon exercise, each right entitles its holder to purchase one one-thousandth of a Series B preferred share for $10.00, subject to adjustment.
The rights are initially nonexercisable. They can become exercisable on the tenth calendar day after the company learns a person or group beneficially owns 4.99% or more of common stock, or a Grandfathered Person exceeds its Grandfathered Percentage by 0.5% of outstanding common stock. The board may also designate a date following a tender or exchange offer that could result in an Acquiring Person. Rights expire October 6, 2036, or earlier if the NOLs and other tax benefits expire or are exhausted, unless earlier redeemed or exchanged. The board may redeem them for $0.0001 per right before an Acquiring Person trigger or expiration. The company says the agreement is intended to protect tax benefits; an ownership change generally occurs when shareholders owning 5% or more increase collective ownership by more than 50% over a rolling three-year period, which can substantially limit NOL use.
Sonoma Pharmaceuticals, Inc. (SNOA) reported the results of its September 16, 2026 annual meeting of stockholders. A total of 4,788,425 common shares were entitled to vote, with 2,082,799 shares present in person or by proxy.
Stockholders elected Jerry McLaughlin as a Class III director with 336,722 votes for and 20,198 withheld. They approved, on a non-binding advisory basis, the compensation of named executive officers for the year ended March 31, 2026, with 286,312 votes for, 38,559 against and 32,049 abstentions. Stockholders also ratified the appointment of Frazier & Deeter, LLC as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 2,063,173 votes for, 12,522 against and 7,104 abstentions, and approved a proposal authorizing adjournment of the meeting to solicit additional proxies, with 1,797,076 votes for, 119,486 against and 166,237 abstentions.
Sonoma Pharmaceuticals, Inc. (SNOA) reports that an adjourned special meeting of stockholders scheduled for August 19, 2026 was cancelled. As of the April 28, 2026 record date, 3,473,554 shares of common stock were entitled to vote, and a quorum required the presence in person or by proxy of 1,157,852 shares, representing one-third of the outstanding shares. A quorum was not present, so the chairman cancelled the special meeting, and the company states it will not solicit additional proxies for this meeting.
Sonoma Pharmaceuticals reported strong improvement for the quarter ended June 30, 2026. Revenue rose to $6,406,000, up from $4,015,000 a year earlier, a 60% increase, with 141% growth in the United States and double‑digit gains across Europe, Asia, Latin America and other regions. Gross profit increased to $2,577,000 and gross margin expanded to 40% from 36%.
The company narrowed its net loss to $330,000, or $0.09 per share, from $1,241,000, as research and development and selling, general and administrative costs grew only modestly. Operating cash outflow improved to $649,000 from $2,015,000. Equity issuance, including an underwritten unit offering and at‑the‑market sales, generated $3,536,000 of net proceeds, lifting cash to $5,338,000 and working capital to $10,821,000; management believes this, together with existing resources, will fund projected needs for at least twelve months.
Common shares outstanding increased sharply to 4,785,801, and 3,407,404 new warrants to purchase common stock were issued, creating meaningful potential dilution. The company also discloses sizable Mexico intercompany loans, accrued interest and related tax and withholding exposures, and notes new Nasdaq Market Value of Listed Securities requirements that could heighten delisting risk if thresholds are not met.
Sonoma Pharmaceuticals is soliciting proxies for its 2026 Annual Meeting on September 16, 2026 at 2:00 p.m. MDT at its Boulder, Colorado office. Stockholders of record at the close of business on July 24, 2026, when 4,788,425 shares of common stock were outstanding, may vote.
Stockholders are asked to elect one Class III director (Jerry McLaughlin), approve on an advisory basis 2026 executive compensation, ratify Frazier & Deeter, LLC as auditor for fiscal 2027, and authorize possible adjournment to solicit additional proxies. The filing details a classified, majority-independent board, committee structure, and director pay.
For fiscal 2026, CEO Amy Trombly received total compensation of $741,116, and CFO Jerry Dvonch received $422,679, combining salary, cash bonuses and equity. An amended CEO employment agreement provides base salary of $475,000, a 50% target bonus and significant severance and change-of-control protections. Pay-versus-performance disclosure shows 2026 “compensation actually paid” versus a net loss of $3,175 thousand and a total shareholder return value of $10.91 on an initial $100 investment.
Sonoma Pharmaceuticals, Inc. director Philippe Weigerstorfer received a grant of stock options for 10,000 shares of common stock at an exercise price of $1.2600 per share. The options vest in three equal installments on July 9, 2027, July 9, 2028, and July 9, 2029, or upon a change of control. Following this award, he holds 30,001 stock options directly, expiring on July 9, 2036, as compensation for his Board service.
Trombly Amy Moss reported acquisition or exercise transactions in this Form 4 filing.
Sonoma Pharmaceuticals, Inc. reported that Chief Executive Officer Amy Moss Trombly received a grant of 10,000 Restricted Stock Units (RSUs), each representing a contingent right to receive one share of common stock. The RSUs vest on the third anniversary of the grant date or upon a change of control. Following this award, she holds 52,185 RSUs directly.
Sonoma Pharmaceuticals, Inc. director John McLaughlin received a grant of stock options for 10,000 shares of common stock at an exercise price of $1.26 per share. The options vest in three equal installments on July 9, 2027, July 9, 2028, and July 9, 2029, or upon a change of control. Following this award, he holds stock options covering 30,001 shares directly.
Sonoma Pharmaceuticals director Vanessa Jacoby received a grant of stock options. She was awarded options to acquire 10,000 shares of common stock at an exercise price of $1.26 per share for Board service. The options vest one-third each on July 9, 2027, July 9, 2028, and July 9, 2029, or upon a change of control, and expire on July 9, 2036. Following this grant, she holds 20,000 derivative option shares in total.
DVONCH JEROME J reported acquisition or exercise transactions in this Form 4 filing.
Sonoma Pharmaceuticals, Inc. reported that its Chief Financial Officer, Jerome J. Dvonch, received a grant of 10,000 Restricted Stock Units representing contingent rights to an equal number of common shares. Following this award, he holds 44,391 shares-related units directly. Footnotes state each RSU equals one share of common stock and reference the third anniversary of the grant date or a change of control.