Sonoma Pharma lifts at-the-market offering to $3.64M

Sonoma Pharmaceuticals updated investors on its at-the-market stock offering program with Ladenburg Thalmann.

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Form Type

8-K

Rhea-AI Filing Summary

Sonoma Pharmaceuticals updated investors on its at-the-market stock offering program with Ladenburg Thalmann. The company originally registered up to $2,070,463 of common stock under a Form S-3 shelf and related prospectus supplement. From September 26, 2025 through June 18, 2026, it sold 173,073 shares for an aggregate purchase price of $574,633 under this agreement. As of June 18, 2026, the amount of common stock it may offer pursuant to General Instruction I.B.6 of Form S-3 has increased to an aggregate offering price of $3,641,703, and Sonoma filed a supplement to the prospectus supplement to increase the aggregate offering price to this level, including the $1,495,830 shares of common stock that were previously registered and not sold to date.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Original registered amount: $2,070,463 common stock Shares sold under ATM: 173,073 shares Aggregate purchase price of shares sold: $574,633 +2 more

5 metrics

Original registered amount $2,070,463 common stock Registered under prospectus supplement on September 26, 2025

Shares sold under ATM 173,073 shares Sold from September 26, 2025 through June 18, 2026

Aggregate purchase price of shares sold $574,633 Proceeds from 173,073 shares sold under the agreement

New aggregate offering capacity $3,641,703 Amount of common stock Sonoma may offer under Form S-3 as of June 18, 2026

Previously registered unsold amount $1,495,830 shares of common stock Previously registered under the prospectus supplement and not sold to date

Key Terms

At Market Issuance Sales Agreement, Form S-3, Prospectus Supplement, General Instruction I.B.6 of Form S-3, +1 more

5 terms

At Market Issuance Sales Agreement financial

"entered into an At Market Issuance Sales Agreement (the “Agreement”), with Ladenburg Thalmann & Co. Inc."

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

Form S-3 regulatory

"Sales of shares of common stock under the Agreement are made pursuant to the registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Prospectus Supplement regulatory

"and a related prospectus supplement filed with the SEC on September 26, 2025 (the “Prospectus Supplement”)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

General Instruction I.B.6 of Form S-3 regulatory

"the amount of common stock that we may offer pursuant to General Instruction I.B.6 of Form S-3 has increased"

opinion of Polsinelli PC regulatory

"A copy of the opinion of Polsinelli PC relating to the validity of the shares of common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sonoma Pharmaceuticals (SNOA) disclose in its latest 8-K?

Sonoma Pharmaceuticals reported changes to its at-the-market stock offering program, increasing the aggregate offering price capacity to $3,641,703. The update relates to its existing Form S-3 shelf registration and a supplement to the prior prospectus supplement.

How much stock has Sonoma Pharmaceuticals sold under its ATM agreement?

Sonoma Pharmaceuticals has sold 173,073 shares of common stock for an aggregate purchase price of $574,633. These sales were made through Ladenburg Thalmann as agent under the company’s at-the-market issuance sales agreement.

What is the new aggregate offering price limit for Sonoma Pharmaceuticals’ ATM program?

The aggregate offering price limit for Sonoma Pharmaceuticals’ at-the-market program has increased to $3,641,703. This higher capacity reflects the amount the company may offer pursuant to General Instruction I.B.6 of Form S-3 as of June 18, 2026.

What was the original amount registered under Sonoma Pharmaceuticals’ Form S-3?

The original prospectus supplement registered the sale of up to $2,070,463 of Sonoma Pharmaceuticals’ common stock. This amount was offered under the company’s effective Form S-3 shelf registration statement declared effective on November 20, 2023.

What did Sonoma Pharmaceuticals’ June 18, 2026 supplement accomplish?

The June 18, 2026 supplement amended and supplemented the prior prospectus supplement to increase the aggregate offering price to $3,641,703, including $1,495,830 shares of common stock that were previously registered and not sold under the earlier prospectus supplement.

Who is Sonoma Pharmaceuticals’ sales agent for the ATM offering?

Ladenburg Thalmann & Co. Inc. acts as Sonoma Pharmaceuticals’ sales agent for the at-the-market offering. Under the at-the-market issuance sales agreement, Ladenburg may sell shares of Sonoma’s common stock from time to time on the company’s behalf.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 04:33 PM EDT

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) June 18, 2026

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 8.01 Other Events.

As previously reported, 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.

Sales of shares of common stock under the Agreement are 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 (the “Prospectus Supplement”), which registered the sale of up to $2,070,463 of common stock. From September 26, 2025 through the date hereof, we sold an aggregate of 173,073 shares of our common stock for an aggregate purchase price of $574,633 under Agreement.

As of the date hereof, the amount of common stock that we may offer pursuant to General Instruction I.B.6 of Form S-3 has increased to an aggregate offering price of $3,641,703.

On June 18, 2026, we filed a supplement to the Prospectus Supplement with the Securities and Exchange Commission amending and supplementing the Prospectus Supplement to increase the aggregate offering price to $3,641,703, including the $1,495,830 shares of common stock that were previously registered pursuant to the Prospectus Supplement and not sold to date.

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 as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 26, 2025.

A copy of the opinion of Polsinelli PC relating to the validity of the shares of common stock that will be issued pursuant to the Agreement and the Supplement to the Prospectus Supplement is attached hereto as Exhibit 5.1 to this current report on Form 8-K.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 (included as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on 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).

____________

* Filed herewith.

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: June 18, 2026	By:	/s/ Amy Trombly
	Name: Title:	Amy Trombly Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents