Welcome to our dedicated page for Sonoma Pharmaceu SEC filings (Ticker: SNOA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. is asking stockholders to approve a reincorporation from Delaware to Nevada and authority to adjourn the special meeting if needed. The board cites eliminating roughly $200,000 in annual Delaware franchise taxes, replacing them with Nevada fees of about $650, and broader director and officer liability protections.
The move would not change existing ownership, as each Delaware common share would convert into one Nevada common share. Stockholders of record on April 28, 2026, when 3,473,554 common shares were outstanding, may vote in person or by proxy at the June 24, 2026 special meeting.
Sonoma Pharmaceuticals completed a public offering of units combining common stock or pre-funded warrants with common stock purchase warrants, raising new capital for the business. The deal was underwritten by Dawson James Securities.
The company sold 2,962,962 units at $1.35 per unit, with each unit including one share of common stock or a pre-funded warrant and one warrant to buy a share at $1.35. Including full use of the over-allotment option, Sonoma issued 1,650,716 common shares, 1,312,247 pre-funded warrants and 3,407,404 warrants. Net proceeds are expected to be about $3.5 million, which Sonoma plans to use for general corporate purposes and working capital.
Sonoma Pharmaceuticals, Inc. is offering up to 2,962,962 units, each consisting of one share of common stock (or a Pre-Funded Warrant in lieu thereof) and one common warrant, at a public offering price of $1.35 per unit, in a firm commitment underwriting for gross proceeds of approximately $4.0 million. Each common warrant is exercisable immediately at $1.35 and expires five years after issuance. The offering includes Pre-Funded Warrants to permit purchasers to avoid exceeding 4.99% (or, at election, 9.99%) beneficial ownership limits; Pre-Funded Warrants have an exercise price of $0.0001 and no expiration date. The underwriters have a 45-day option to purchase up to 444,444 additional shares/warrants. Net proceeds are intended for working capital and general corporate purposes. The company’s common stock trades on Nasdaq under the symbol SNOA.
Sonoma Pharmaceuticals, Inc. is asking shareholders to approve a conversion of its state of incorporation from Delaware to Nevada and a related adjournment proposal if additional solicitation is needed. The proposal would effect a statutory conversion, preserve existing equity (one-for-one share conversion), and carry anticipated changes to governing law, director liability provisions, and certain corporate procedures.
The Board states the move would eliminate the Company’s Delaware franchise tax (approximately $200,000 for tax year 2025), replace it with Nevada statutory fees, and adopt Nevada articles and bylaws that change director removal, indemnification, quorum and other corporate governance rules. The Special Meeting is scheduled for June 24, 2026.
Sonoma Pharmaceuticals, Inc. is registering up to 2,024,291 units in a firm commitment public offering, each unit consisting of one share of common stock (or a Pre-Funded Warrant) and one common warrant. The deal targets approximately $5 million in gross proceeds at an assumed price of $2.47 per unit.
The company is also registering up to 2,125,506 shares of common stock issuable upon exercise of the Pre-Funded Warrants, common warrants and Underwriter’s Warrants. Common stock outstanding would increase from 1,741,424 shares to about 3,847,129 shares, assuming all Pre-Funded Warrants are exercised and none of the warrants are exercised.
Pre-Funded Warrants carry a de minimis $0.0001 exercise price and no expiration, while common warrants are exercisable immediately for five years at a price equal to 100% of the final public offering price. A 4.99% (or, at purchaser election, 9.99%) beneficial ownership cap applies to warrant exercises. Net proceeds of about $4.48 million are earmarked for working capital and general corporate purposes.
Sonoma Pharmaceuticals is planning a firm-commitment underwritten public offering of units to raise approximately $5 million. Each unit includes one share of common stock (or a pre-funded warrant) plus a common warrant to buy one additional share, with warrant exercise prices tied to the final public offering price.
Pre-funded warrants will carry a nominal $0.0001 exercise price and no expiration, with 4.99% or 9.99% beneficial ownership limits, while common warrants will be immediately exercisable and expire five years after issuance. Based on an assumed price of $2.47 per unit, Sonoma estimates net proceeds of about $4.48 million, after a 7.5% underwriting discount and offering expenses.
The company expects to use the cash for working capital and general corporate purposes, including product launches and potential R&D and capital spending. The example capital structure shows pro forma net tangible book value per share rising modestly, but new investors would experience dilution versus the assumed offering price.
Sonoma Pharmaceuticals, Inc. entered into a new Manufacturing and Supply Agreement with Kenvue Brands LLC covering the sale of Microcyn® technology-based products in the United States. The agreement is effective from October 24, 2025 through March 2027, with an option for up to two additional one-year extensions by mutual written agreement.
The company notes that this description is only a summary and refers readers to the full agreement filed as Exhibit 10.1. Sonoma also includes standard forward-looking statement language, emphasizing that actual results could differ due to various risks and uncertainties outlined in its SEC reports.
Sonoma Pharmaceuticals reported higher sales but continued losses for the quarter ended December 31, 2025. Quarterly revenue rose 22% to $4.35 million, driven by strong growth in the United States, Europe and Asia, while Latin America declined.
Gross profit increased to $1.65 million, with gross margin improving slightly to 38%. Operating expenses were stable, producing a smaller net loss of $0.82 million, or $0.48 per share, compared with a loss of $0.63 per share a year earlier.
For the first nine months of the fiscal year, revenue grew 33% to $13.97 million and net loss narrowed modestly to $2.59 million. Cash and cash equivalents fell to $2.56 million, and operating cash outflow was $3.41 million. Management disclosed that recurring losses and funding needs create substantial doubt about the company’s ability to continue as a going concern without additional capital.
Sonoma Pharmaceuticals director Vanessa Jacoby reported an initial equity grant tied to her board appointment. She beneficially owns stock options giving her the right to buy 10,000 shares of Sonoma Pharmaceuticals common stock.
The options were granted on her appointment date and vest in three equal parts over three years. One-third vests on the first anniversary of the grant date, another third on the second anniversary, and the final third on the third anniversary, or earlier if there is a change in control. The options become exercisable starting in 2027 and expire in 2036 if not exercised.