[8-K] Sonoma Pharmaceuticals, Inc. Reports Material Event
Filing Impact
Filing Sentiment
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.
Positive
- None.
Negative
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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, and 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
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.