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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) August 27,
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 5.07. |
Submission of Matters to a Vote of Security Holders. |
Our annual meeting of stockholders was held on
August 27, 2025. Proxies were solicited pursuant to our definitive proxy statement filed on July 11, 2025 with the Securities and Exchange
Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of the Company’s common
stock entitled to vote at the annual meeting was 1,642,765. The number of shares of common stock present or represented by valid proxy
at the annual meeting was 718,469. Each share of common stock was entitled to one vote with respect to matters submitted to the Company’s
stockholders at the annual meeting. At the annual meeting, our stockholders voted on the matters set forth below.
Proposal 1 – Election
of Class II Director
Dr. Jay Birnbaum was
duly elected as our Class II director. The results of the election were as follows:
| NOMINEE |
FOR |
WITHHELD |
| Jay Birnbaum |
123,034 |
19,478 |
Proposal 2 –
Advisory Vote to Approve Executive Compensation
Our stockholders voted
upon and approved, by non-binding advisory vote, the compensation of our named executive officers for the year ended March 31, 2025, as
described in our proxy statement dated July 11, 2025. The votes on this proposal were as follows:
| FOR |
AGAINST |
ABSTAIN |
| 112,548 |
26,360 |
3,604 |
Proposal 3 – Ratification of
the Appointment of Independent Registered Public Accounting Firm
Our stockholders voted
upon and approved the ratification of the appointment of Frazier & Deeter, LLC as our independent registered public accounting firm
for the fiscal year ending March 31, 2026. The votes on this proposal were as follows:
| FOR |
AGAINST |
ABSTAIN |
| 702,484 |
13,569 |
2,416 |
Proposal 4 – Adjournment to Solicit
Additional Proxies
Our stockholders voted
upon and approved a proposal to authorize the adjournment of the meeting to permit further solicitation of proxies, if necessary or appropriate,
if sufficient votes are not represented at the meeting to approve any of the foregoing proposals. The votes on this proposal were as follows:
| FOR |
AGAINST |
ABSTAIN |
| 576,908 |
140,513 |
1,048 |
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 29,
2025 |
By: |
/s/ Amy Trombly |
| |
Name:
Title: |
Amy Trombly
Chief Executive Officer |
