Sonoma Pharma cancels special meeting for no quorum

Q: How many Sonoma Pharmaceuticals (SNOA) shares were entitled to vote at the special meeting?

As of the April 28, 2026 record date, 3,473,554 shares of Sonoma Pharmaceuticals common stock were entitled to vote at the special meeting. This figure represents the total voting-eligible common shares on that record date.

Q: What quorum was required for Sonoma Pharmaceuticals’ (SNOA) special meeting to proceed?

The special meeting required a quorum of 1,157,852 shares, equal to one-third of the outstanding common stock entitled to vote. Because this quorum threshold was not met, the chairman cancelled the meeting.

Q: Did Sonoma Pharmaceuticals (SNOA) obtain a quorum at the August 19, 2026 special meeting?

No, Sonoma Pharmaceuticals did not obtain a quorum at the August 19, 2026 special meeting. Without holders of at least 1,157,852 shares present in person or by proxy, the meeting could not proceed and was cancelled.

Q: Will Sonoma Pharmaceuticals (SNOA) continue soliciting proxies for this cancelled special meeting?

No. The company stated it will not solicit additional proxies for the adjourned special meeting. After determining that a quorum was not present, the chairman cancelled the meeting instead of further extending or re-adjourning it.

Sonoma Pharmaceuticals, Inc. (SNOA) reports that an adjourned special meeting of stockholders scheduled for August 19, 2026 was cancelled.

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Form Type

8-K

Rhea-AI Filing Summary

Sonoma Pharmaceuticals, Inc. (SNOA) reports that an adjourned special meeting of stockholders scheduled for August 19, 2026 was cancelled. As of the April 28, 2026 record date, 3,473,554 shares of common stock were entitled to vote, and a quorum required the presence in person or by proxy of 1,157,852 shares, representing one-third of the outstanding shares. A quorum was not present, so the chairman cancelled the special meeting, and the company states it will not solicit additional proxies for this meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 3,473,554 shares Quorum requirement: 1,157,852 shares Record date: April 28, 2026 +1 more

4 metrics

Shares entitled to vote 3,473,554 shares Common stock entitled to vote as of the April 28, 2026 record date

Quorum requirement 1,157,852 shares One-third of issued and outstanding common shares required for quorum at the special meeting

Record date April 28, 2026 Record date determining stockholders entitled to vote at the special meeting

Meeting date August 19, 2026 Date the adjourned special meeting was held and then cancelled for lack of quorum

Key Terms

record date, quorum, adjourned special meeting, proxy statement

4 terms

record date financial

"On April 28, 2026, the record date for the Special Meeting, there were 3,473,554 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum regulatory

"A quorum was not present at the adjourned Special Meeting."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

adjourned special meeting regulatory

"held an adjourned special meeting of stockholders (the “Special Meeting”)"

proxy statement regulatory

"pursuant to a definitive proxy statement, filed with the Securities and Exchange Commission"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

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

What did Sonoma Pharmaceuticals (SNOA) announce in this Form 8-K about its special meeting?

Sonoma Pharmaceuticals announced that its August 19, 2026 adjourned special meeting of stockholders was cancelled because a quorum was not present. The company also stated it will not solicit additional proxies for this meeting.

How many Sonoma Pharmaceuticals (SNOA) shares were entitled to vote at the special meeting?

As of the April 28, 2026 record date, 3,473,554 shares of Sonoma Pharmaceuticals common stock were entitled to vote at the special meeting. This figure represents the total voting-eligible common shares on that record date.

What quorum was required for Sonoma Pharmaceuticals’ (SNOA) special meeting to proceed?

The special meeting required a quorum of 1,157,852 shares, equal to one-third of the outstanding common stock entitled to vote. Because this quorum threshold was not met, the chairman cancelled the meeting.

Did Sonoma Pharmaceuticals (SNOA) obtain a quorum at the August 19, 2026 special meeting?

No, Sonoma Pharmaceuticals did not obtain a quorum at the August 19, 2026 special meeting. Without holders of at least 1,157,852 shares present in person or by proxy, the meeting could not proceed and was cancelled.

Will Sonoma Pharmaceuticals (SNOA) continue soliciting proxies for this cancelled special meeting?

No. The company stated it will not solicit additional proxies for the adjourned special meeting. After determining that a quorum was not present, the chairman cancelled the meeting instead of further extending or re-adjourning it.

Who signed the Sonoma Pharmaceuticals (SNOA) Form 8-K for the cancelled special meeting?

The Form 8-K was signed on behalf of Sonoma Pharmaceuticals by Amy Trombly, the company’s Chief Executive Officer. Her signature indicates the filing was authorized by the registrant’s duly authorized officer.

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Available on EDGAR 08/19/2026 - 05:27 PM Accepted by SEC EDGAR 08/19/2026 - 05:27 PM

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) August 19, 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 5.07.

Submission of Matters to a Vote of Security Holders.

On August 19, 2026, Sonoma Pharmaceuticals, Inc. (the “Company”) held an adjourned special meeting of stockholders (the “Special Meeting”), pursuant to a definitive proxy statement, filed with the Securities and Exchange Commission on May 5, 2026. On April 28, 2026, the record date for the Special Meeting, there were 3,473,554 shares of common stock of the Company entitled to be voted at the Special Meeting. The presence in person or by proxy of the holders of 1,157,852 shares, or one-third of the shares of common stock issued and outstanding and entitled to vote, represented in person or by proxy, was required to constitute a quorum. A quorum was not present at the adjourned Special Meeting. The Chairman of the Special Meeting cancelled the Special Meeting, and the Company will not solicit additional proxies.

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: August 19, 2026	By:	/s/ Amy Trombly
	Name: Title:	Amy Trombly Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents