STOCK TITAN
  1. Home
  2. Sec-filings
  3. SNOA
  4. [8-K] Sonoma Pharmaceuticals, Inc. Reports Material Event

Sonoma Pharmaceuticals (NASDAQ: SNOA) closes $4M stock and warrant sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Sonoma raises about $3.5M via a small but dilutive unit offering.

Sonoma Pharmaceuticals executed a firm-commitment public unit offering, selling 2,962,962 units at $1.35 per unit. Each unit pairs common stock (or a pre-funded warrant) with a common warrant, creating both immediate and potential future share issuance.

The transaction, including the full over-allotment, resulted in 1,650,716 new common shares, 1,312,247 pre-funded warrants and 3,407,404 common warrants, with expected net proceeds of about $3.5 million. Proceeds are earmarked for general corporate purposes and working capital, while warrant exercises could later add more cash.

The underwriting agreement provides Dawson James with standard fees, an over-allotment option and an underwriter’s warrant. Lock-up agreements restrict the company and key insiders from selling additional securities for 90 days after closing, which can temper near-term issuance but does not limit warrant exercises disclosed in this transaction.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Units sold 2,962,962 units Public offering size before over-allotment
Public offering price $1.35 per unit Price per unit in the offering
Gross proceeds $4.0 million Expected gross proceeds from the offering
Net proceeds approximately $3.5 million Net proceeds after underwriting discount and expenses
Common shares issued 1,650,716 shares Shares of common stock sold including over-allotment
Pre-funded warrants issued 1,312,247 pre-funded warrants Each exercisable for one common share
Investor warrants issued 3,407,404 warrants Warrants to purchase common stock at $1.35 per share
Underwriter fee 7.5% of gross proceeds Aggregate underwriting discount on the offering
pre-funded warrant financial
"if purchasing common stock would result in the purchaser... a pre-funded warrant, together with one warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James Securities, Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Over-Allotment Option financial
"a 45-day option (the “Over-Allotment Option”) to purchase up to 444,444 additional shares"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
warrant agency agreements financial
"the Company entered into warrant agency agreements with Computershare, Inc. and Computershare Trust Company, N.A."
firm commitment basis financial
"announced the pricing of its public offering made on a firm commitment basis with gross proceeds"
An agreement in which an underwriter agrees to buy an entire new stock or bond offering from a company and then resell it to the public, taking full responsibility for any unsold shares. Think of the underwriter as a store that buys all the inventory up front: this guarantees the company gets the money and gives investors certainty the deal will happen, while the underwriter’s risk and pricing choices can affect short‑term share availability and price stability.
non-accountable expense allowance financial
"a non-accountable expense allowance equal to 1% of the public offering proceeds"
Understanding 8-K Material Events →
false 0001367083 0001367083 2026-04-24 2026-04-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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) April 24, 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 1.01 Entry into a Material Definitive Agreement.

 

On April 24, 2026, Sonoma Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James Securities, Inc. (the “Underwriter”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to issue and sell to the Underwriter an aggregate of 2,962,962 units, each unit consisting of one share of common stock, par value $0.0001 per share or, in lieu of common stock, if purchasing common stock would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the outstanding common stock, a pre-funded warrant, together with one warrant to purchase one share of common stock at an exercise price equal to $1.35 per share, in a public offering. The public offering price for each unit was $1.35.

 

Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option (the “Over-Allotment Option”) to purchase up to 444,444 additional shares of common stock and/or 444,444 warrants to purchase an aggregate of 444,444 shares of common stock.

 

Pursuant to the Underwriting Agreement, The Company agreed to pay the Underwriter an aggregate fee equal to 7.5% of the gross proceeds of the offering. The Company also agreed to pay the Underwriter a non-accountable expense allowance equal to 1% of the public offering proceeds, and expenses related to the offering up to $75,000, and to issue to Dawson James Securities, Inc. or its designees a warrant for the purchase of up to 5% of the aggregate number of securities sold in the offering (the “Underwriter’s Warrant”). The Underwriter’s Warrant is exercisable for a period commencing six months following the closing of the offering and ending on the third anniversary of the closing date, with an exercise price equal to 110% of the public offering price.

 

The shares of common stock or pre-funded warrants, the warrants, the Underwriter’s Warrant and the shares issuable upon exercise of the warrants and/or the pre-funded warrants were offered to the public pursuant to the Company’s registration statement on Form S-1 and an accompanying preliminary prospectus (File No. 333-295171), which was declared effective by the Securities and Exchange Commission on April 23, 2026, and a final prospectus filed with the Securities and Exchange Commission on April 27, 2026.

 

The closing of the offering occurred on April 27 and 28, 2026, including full exercise of the Over Allotment Option, and the Company issued and sold (i) 1,650,716 shares of common stock, (ii) 1,312,247 pre-funded warrants to purchase 1,312,247 shares of common stock, and (iii) 3,407,404 warrants to purchase 3,407,404 shares of common stock, at an exercise price of $1.35 per share, expiring on the fifth anniversary of the date of issuance. The net proceeds to the Company from the sale of the shares of common stock, the pre-funded warrants, and the warrants are expected to be approximately $3.5 million, after deducting the underwriting discount, non-accountable expense allowance and other estimated offering expenses. The Company will receive additional proceeds from the warrants to the extent such warrants are exercised for cash.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into agreements providing that the Company and each of these persons may not, without the prior written approval of the Underwriter, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities until 90 days following the closing of the offering.

 

On April 28, 2026, the Company entered into warrant agency agreements with Computershare, Inc. and Computershare Trust Company, N.A., which will act as warrant agent for the Company in connection with the pre-funded warrants and the warrants issued and sold in the offering (the “Warrant Agency Agreements”).

 

The foregoing summaries of the Underwriting Agreement, the warrants, the pre-funded warrants, the Underwriter’s Warrant and the Warrant Agency Agreements do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

 

 

 

 2 

 

 

The Underwriting Agreement is included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

 

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 8.01 Other Events.

 

On April 24, 2026, the Company issued a press release announcing the pricing of the offering. The press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

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 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
1.1   Underwriting Agreement, dated April 24, 2026, by and between the Company and Dawson James Securities, Inc.
4.1   Form of Warrant
4.2   Form of Pre-Funded Warrant
4.3   Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, as amended, originally filed April 17, 2026).
4.4   Warrant Agency Agreement (Common Warrants), dated April 28, 2026, by and among the Company, Computershare, Inc. and Computershare Trust Company, N.A.
4.5   Warrant Agency Agreement (Pre-Funded Warrants), dated April 28, 2026, by and among the Company, Computershare, Inc. and Computershare Trust Company, N.A.
99.1   Press Release, dated April 24, 2026.
104   Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

 

* Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.

 

 

 

 3 

 

 

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: April 30, 2026 By:  /s/ Amy Trombly
 

Name:

Title:

 Amy Trombly
Chief Executive Officer

 

 

 

 

 

 

 

 

 

 4 

Exhibit 99.1

 

April 24, 2026  

 

Sonoma Pharmaceuticals Announces Pricing of $4 Million Public Offering

 

BOULDER, CO / ACCESS Newswire / April 24, 2026 /Sonoma Pharmaceuticals, Inc. (the "Company or "Sonoma Pharmaceuticals") (NASDAQ:SNOA), a global healthcare leader in hypochlorous acid (HOCl) technology, today announced the pricing of its public offering made on a firm commitment basis with gross proceeds to the Company expected to be approximately $4.0 million, before deducting fees and other expenses payable by the Company. The offering consists of 2,962,963 shares of common stock and 2,962,963 warrants. Each share of common stock is being sold at a purchase price of $1.35 per share. The warrants have an exercise price of $1.35 per share.

 

In addition, Sonoma Pharmaceuticals has granted Dawson James Securities a 45-day option to purchase up to 15% of the number of shares or warrants sold in the offering solely to cover over-allotments, if any.

 

The offering is expected to close on April 27, 2026, subject to the satisfaction of customary closing conditions.

 

The Company expects to use the net proceeds from the offering for general corporate purposes, including working capital.

 

Dawson James Securities is acting as sole bookrunner for the offering.

 

A registration statement on Form S-1 relating to the offering of the securities was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on April 23, 2026. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed transaction may be obtained, when available, on the SEC's website, www.sec.gov or by contacting Dawson James Securities. This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Sonoma Pharmaceuticals

 

Sonoma Pharmaceuticals is a global healthcare leader for developing and producing stabilized hypochlorous acid (HOCl) products for a wide range of applications, including wound care, eye care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. Sonoma's products are clinically proven to reduce itch, pain, scarring, and irritation safely and without damaging healthy tissue. In-vitro and clinical studies of HOCl show it to safely manage skin abrasions, lacerations, minor irritations, cuts, and intact skin. Sonoma's products are sold either directly or via partners in 55 countries worldwide and the company actively seeks new distribution partners. The company's principal office is in

 

Boulder, Colorado, with manufacturing operations in Guadalajara, Mexico. European marketing and sales are headquartered in Roermond, Netherlands. More information can be found at www.sonomapharma.com.

 

 

 

 1 

 

 

Forward-Looking Statements

 

Except for historical information herein, matters set forth in this press release are forward-looking within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial and technology progress and future financial performance of Sonoma Pharmaceuticals, Inc. and its subsidiaries (the "company"). These forward-looking statements are identified by the use of words such as "continue," "develop," "anticipate," "expect" and "expand," among others. Forward-looking statements in this press release are subject to certain risks and uncertainties inherent in the company's business that could cause actual results to vary, including such risks that regulatory clinical and guideline developments may change, scientific data may not be sufficient to meet regulatory standards or receipt of required regulatory clearances or approvals, clinical results may not be replicated in actual patient settings, protection offered by the company's patents and patent applications may be challenged, invalidated or circumvented by its competitors, the available market for the company's products will not be as large as expected, the company's products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to meet the company's cash needs, fund further development, the ability to meet a multitude of diverse regulatory and marketing requirements in different countries and municipalities, and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. The company disclaims any obligation to update these forward-looking statements, except as required by law.

 

Sonoma Pharmaceuticals™ and Microcyn® are trademarks or registered trademarks of Sonoma Pharmaceuticals, Inc. All other trademarks and service marks are the property of their respective owners.

 

Media and Investor Contact:

 

Sonoma Pharmaceuticals, Inc.

ir@sonomapharma.co

 

SOURCE: Sonoma Pharmaceuticals, Inc.

 

 

 

 

 

View the original press release on ACCESS Newswire

 

 

 

 

 2 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Sonoma Pharmaceuticals (SNOA) announce in this Form 8-K?

Sonoma Pharmaceuticals reported completing a public unit offering. The company sold units combining common stock or pre-funded warrants with common stock purchase warrants, underwritten by Dawson James Securities, to raise approximately $3.5 million in net proceeds for general corporate purposes and working capital.

How much capital did Sonoma Pharmaceuticals (SNOA) raise in the offering?

Sonoma Pharmaceuticals expects net proceeds of about $3.5 million. The gross proceeds are approximately $4.0 million from selling 2,962,962 units at $1.35 per unit, before underwriting discounts, expense allowances and other offering costs deducted to arrive at net proceeds.

What securities were included in Sonoma Pharmaceuticals’ public offering?

Each unit consisted of equity plus a warrant. Units included one share of common stock or a pre-funded warrant, and one warrant to purchase a share of common stock at an exercise price of $1.35, along with an over-allotment option for additional shares and warrants to the underwriter.

How many shares and warrants did Sonoma Pharmaceuticals ultimately issue?

Sonoma issued a mix of shares and warrants. The company sold 1,650,716 shares of common stock, 1,312,247 pre-funded warrants to purchase the same number of shares, and 3,407,404 common stock purchase warrants, reflecting full exercise of the underwriter’s over-allotment option in the transaction.

What are the key terms of the warrants in Sonoma Pharmaceuticals’ deal?

The warrants have a $1.35 exercise price and multi-year term. Investors received warrants to buy common stock at $1.35 per share, expiring on the fifth anniversary of issuance. The underwriter also received a separate warrant for up to 5% of securities sold, exercisable at 110% of the public price.

How will Sonoma Pharmaceuticals (SNOA) use the net proceeds from the offering?

The company plans to use proceeds for general corporate purposes. Sonoma expects to allocate the approximately $3.5 million in net proceeds primarily toward working capital and other general corporate needs, rather than for a specific acquisition or targeted project disclosed in this filing.

Filing Exhibits & Attachments

9 documents

Press Releases

Other Documents