Here are the 8-K filings from Sonoma Pharmaceuticals, Inc. (SNOA) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow SNOA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SNOA filings page.
Sonoma Pharmaceuticals, Inc. (SNOA) adopted and entered into a Section 382 rights agreement with Computershare Inc. as Rights Agent, effective October 6, 2026, replacing its 2016 agreement, which expires October 18, 2026. It provides one preferred stock purchase right for each common share outstanding on October 13, 2026; upon exercise, each right entitles its holder to purchase one one-thousandth of a Series B preferred share for $10.00, subject to adjustment.
The rights are initially nonexercisable. They can become exercisable on the tenth calendar day after the company learns a person or group beneficially owns 4.99% or more of common stock, or a Grandfathered Person exceeds its Grandfathered Percentage by 0.5% of outstanding common stock. The board may also designate a date following a tender or exchange offer that could result in an Acquiring Person. Rights expire October 6, 2036, or earlier if the NOLs and other tax benefits expire or are exhausted, unless earlier redeemed or exchanged. The board may redeem them for $0.0001 per right before an Acquiring Person trigger or expiration. The company says the agreement is intended to protect tax benefits; an ownership change generally occurs when shareholders owning 5% or more increase collective ownership by more than 50% over a rolling three-year period, which can substantially limit NOL use.
Sonoma Pharmaceuticals, Inc. (SNOA) reported the results of its September 16, 2026 annual meeting of stockholders. A total of 4,788,425 common shares were entitled to vote, with 2,082,799 shares present in person or by proxy.
Stockholders elected Jerry McLaughlin as a Class III director with 336,722 votes for and 20,198 withheld. They approved, on a non-binding advisory basis, the compensation of named executive officers for the year ended March 31, 2026, with 286,312 votes for, 38,559 against and 32,049 abstentions. Stockholders also ratified the appointment of Frazier & Deeter, LLC as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 2,063,173 votes for, 12,522 against and 7,104 abstentions, and approved a proposal authorizing adjournment of the meeting to solicit additional proxies, with 1,797,076 votes for, 119,486 against and 166,237 abstentions.
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.
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.
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.
Sonoma Pharmaceuticals, Inc. entered into a new Manufacturing and Supply Agreement with Kenvue Brands LLC covering the sale of Microcyn® technology-based products in the United States. The agreement is effective from October 24, 2025 through March 2027, with an option for up to two additional one-year extensions by mutual written agreement.
The company notes that this description is only a summary and refers readers to the full agreement filed as Exhibit 10.1. Sonoma also includes standard forward-looking statement language, emphasizing that actual results could differ due to various risks and uncertainties outlined in its SEC reports.
Sonoma Pharmaceuticals reported several board and governance changes. Long-time director Dr. Jay Birnbaum retired from the board after serving since 2007 and will continue with the company for one year under a consulting agreement. As compensation, he will receive 5,000 restricted stock units per quarter, which will vest after the Form 10-K is filed for the year ended March 31, 2027, or upon a change of control.
The board adopted a revised non-employee director compensation program and stock ownership guidelines, giving it more discretion over equity grants to directors. Sonoma also appointed Vanessa Jacoby as an independent director, Chairperson of the Audit Committee, and member of the Compensation Committee. She receives cash retainers for board and committee roles and options to purchase up to 10,000 shares vesting over three years or upon change of control. The company also entered into standard indemnification and director agreements with her.
Sonoma Pharmaceuticals, Inc. filed a Form 8-K to provide an updated investor presentation, furnished as Exhibit 99.1 and dated January 12, 2026. The presentation is intended to update investors on the company and its affiliates.
The filing emphasizes that any statements about commercial and technology progress and future financial performance are forward-looking and subject to significant risks and uncertainties. These include potential changes in regulatory or clinical guidelines, the possibility that scientific or clinical data may not meet regulatory standards or be replicated in real-world settings, challenges to the company’s patent protection, and markets that may be smaller or less accessible than expected. The company also cites risks related to revenue sufficiency, foreign currency fluctuations, global economic conditions, tariffs or trade policy changes, and differing regulatory and marketing requirements across countries and municipalities.
Sonoma Pharmaceuticals reported a leadership change. The company terminated Bruce Thornton as Executive Vice President and Chief Operating Officer, effective October 18, 2025. He also left any other positions at the company and its subsidiaries.
According to the disclosure, Mr. Thornton will receive only compensation and benefits earned through October 18, 2025. The filing did not state any additional payments. Sonoma’s common stock trades on Nasdaq under the symbol SNOA.
Sonoma Pharmaceuticals updated its leadership arrangements. The company entered into an amended and restated employment agreement with its Chief Executive Officer, Amy Trombly, effective October 3, 2025. The agreement provides a base salary of $475,000 per year and makes her eligible for a target annual bonus of 50% of base salary at the Compensation Committee’s discretion. It also refines definitions of Cause and Good Reason and updates covenants to align with what the company describes as best practices.
Severance and benefits for Ms. Trombly are clarified, including salary-continuation payments and COBRA reimbursement up to twelve months for certain terminations, and increased to two times salary and target bonus plus up to twenty-four months of COBRA reimbursement if a qualifying termination occurs in connection with a Change in Control. Separately, Executive Vice President and Chief Operating Officer Bruce Thornton notified the company that he will retire effective December 2, 2025, and the Chief Operating Officer position will be eliminated. Mr. Thornton will receive $300,000 in severance, COBRA reimbursement for up to twelve months, and favorable treatment of his equity awards, subject to a general release of claims.
Sonoma Pharmaceuticals, Inc. filed a Form 8-K to provide investors with an updated company investor presentation, which is included as Exhibit 99.1 and dated September 29, 2025. The presentation is intended to give an overview of the company’s business, commercial activities, technology progress, and expectations for future financial performance.
The filing emphasizes that these expectations are forward-looking statements and may differ from actual results due to a range of risks. These include potential changes in regulatory or clinical guidelines, the possibility that scientific or clinical data may not meet regulatory standards or be replicated in real-world use, challenges to the company’s patents, smaller-than-expected market opportunities, limited product penetration, and revenue levels that may not meet cash needs. Additional risks mentioned relate to foreign currency fluctuations, global economic conditions, trade policy changes, and varying regulatory and marketing requirements in different regions.
Sonoma Pharmaceuticals entered into an at-the-market equity program allowing it to sell common stock from time to time for an aggregate offering price of up to $2,070,463 under an effective Form S-3 shelf registration and related prospectus supplement. Sales will be made through Ladenburg Thalmann as sales agent, using methods that qualify as "at the market" offerings or other permitted transaction types, based on instructions the company provides.
Ladenburg will receive a 3% commission on gross proceeds from each share sale, and Sonoma agreed to reimburse up to $40,000 of specified expenses and provide customary indemnification. The company is not required to sell any shares, and no assurance is given that any sales will occur, or at what prices or times. The agreement lasts until all shares covered are sold or it is otherwise terminated as provided in the contract.
Sonoma Pharmaceuticals, Inc. reported the results of its August 27, 2025 annual stockholder meeting. Of 1,642,765 common shares entitled to vote, 718,469 shares were present in person or by proxy, establishing voting participation.
Stockholders elected Dr. Jay Birnbaum as a Class II director with 123,034 votes for and 19,478 withheld. They also approved, on a non-binding advisory basis, the 2025 executive compensation program, with 112,548 votes for, 26,360 against, and 3,604 abstentions.
Stockholders ratified the appointment of Frazier & Deeter, LLC as independent registered public accounting firm for the fiscal year ending March 31, 2026, with 702,484 votes for, 13,569 against, and 2,416 abstentions. A proposal authorizing possible adjournment of the meeting to solicit additional proxies, if needed, was also approved, receiving 576,908 votes for, 140,513 against, and 1,048 abstentions.