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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) September 26,
2025
SONOMA
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-33216 |
|
68-0423298 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
5445
Conestoga Court, Suite
150
Boulder, CO 80301
(Address of principal executive offices)
(Zip Code)
(800) 759-9305
(Registrant’s telephone number, including
area code)
Not applicable.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common
Stock |
SNOA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On September 26, 2025, Sonoma Pharmaceuticals, Inc. (the “Company”)
entered into an At Market Issuance Sales Agreement (the “Agreement”), with Ladenburg Thalmann & Co. Inc. (“Ladenburg”),
pursuant to which the Company may offer and sell, from time to time, through Ladenburg, as agent, shares of its common stock, $0.0001
par value per share.
Subject to the terms and conditions of the Agreement, Ladenburg will
use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and
regulations and the rules of the Nasdaq Capital Market to sell shares from time to time based upon the Company’s instructions, including
any price, time or size limits specified by the Company. Under the Agreement, Ladenburg may sell shares by any method deemed to be an
“at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or any other method permitted
by law, including in privately negotiated transactions. Ladenburg’s obligations to sell shares under the Agreement are subject to
satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay Ladenburg
a commission of 3% of the aggregate gross proceeds from each sale of shares and has agreed to provide Ladenburg with customary indemnification
and contribution rights. The Company also agreed to reimburse Ladenburg for certain specified expenses of up to $40,000.
The Company is not obligated to make any sales of its common stock
under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement, or, if it does, as to the
price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Agreement will terminate
upon the earlier of (i) the sale of all shares under the Agreement, or (ii) as provided therein.
Sales of shares of common stock under the Agreement will be made pursuant
to the registration statement on Form S-3 (File No. 333-275311), which was declared effective by the U.S. Securities and Exchange Commission
(the “SEC”), on November 20, 2023, and a related prospectus supplement filed with the SEC on September 26, 2025, for an aggregate
offering price of up to $2,070,463.
The foregoing summary of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 1.1.
A copy of the opinion of Polsinelli PC relating to the validity of
the shares of common stock that will be issued under the Agreement is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any shares under the Agreement, nor shall there be any sale of such shares in any state in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions
or any other statements related to the Company’s future activities, or future events or conditions. These statements are based
on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management.
These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due
to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that the
Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the
Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of
this report, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 1.1 |
|
At Market Issuance Sales Agreement, by and between the Company and Ladenburg Thalmann & Co. Inc., dated September 26, 2025. |
| 5.1 |
|
Opinion of Polsinelli PC. |
| 23.1 |
|
Consent of Polsinelli PC (included in Exhibit 5.1). |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). |
___________________
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SONOMA PHARMACEUTICALS, INC. |
| |
|
| |
|
| Date: September 26, 2025 |
By: |
/s/ Amy Trombly |
| |
Name:
Title: |
Amy Trombly
Chief Executive Officer |
