Sonoma Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Sonoma Pharma signed a big deal, details TBD.

AI Summary

Sonoma Pharmaceuticals, Inc. announced on March 8, 2024, that it entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement, its terms, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Sonoma Pharmaceuticals, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• Sonoma Pharmaceuticals, Inc. (company) — Registrant
• March 8, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 001-33216 (company_id) — Commission File Number
• 68-0423298 (tax_id) — IRS Employer Identification No.
• 5445 Conestoga Court, Suite 150 (address) — Principal executive offices
• Boulder, CO 80301 (address) — Principal executive offices
• (800) 759-9305 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — principal, shares of its common stock, $0.0001 par value per share. On March 8, 2024,
• $785,679 — o. 1") to provide for the sale of up to $785,679 of additional shares under the Agreemen

Filing Documents

• sonoma_8k.htm (8-K) — 32KB
• sonoma_ex0101.htm (EX-1.1) — 22KB
• sonoma_ex0501.htm (EX-5.1) — 11KB
• image_001.jpg (GRAPHIC) — 15KB
• 0001683168-24-001399.txt ( ) — 265KB
• snoa-20240308.xsd (EX-101.SCH) — 3KB
• snoa-20240308_lab.xml (EX-101.LAB) — 33KB
• snoa-20240308_pre.xml (EX-101.PRE) — 22KB
• sonoma_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 15, 2023, Sonoma Pharmaceuticals, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Agreement"), with Maxim Group LLC ("Maxim"), pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.0001 par value per share. On March 8, 2024, the Company entered into an amendment to the Agreement ("Amendment No. 1") to provide for the sale of up to $785,679 of additional shares under the Agreement. Sales of shares of common stock under the Agreement, as amended by Amendment No. 1, will be made pursuant to the registration statement on Form S-3 (File No. 333-275311), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on November 20, 2023, and a related prospectus supplement filed with the SEC on March 8, 2024, for an aggregate offering price of up to $785,679. The foregoing summary of Amendment No. 1 and the original Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K, and the original Agreement, which was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K on December 18, 2023. A copy of the opinion of Burns & Levinson, LLP relating to the legality of the issuance and sale of shares under the Agreement, as amended by Amendment No. 1, is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This report contains forward-looking statemen

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 1.1* Amendment No. 1 to Equity Distribution Agreement, by and between Sonoma Pharmaceuticals, Inc. and Maxim Group LLC., dated March 8, 2024. 1.2 Equity Distribution Agreement, by and between Sonoma Pharmaceuticals, Inc. and Maxim Group LLC., dated December 15, 2023 (included as Exhibit 1.1 to the Company's Current Report on Form 8-K filed on December 18, 2023, and incorporated herein by reference). 5.1* Opinion of Burns & Levinson, LLP 23.1 Consent of Burns & Levinson, LLP (included in Exhibit 5.1 ). 104 Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). * Filed herewith. 2

SIGNATURES

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: March 8, 2024 By: /s/ Amy Trombly Name: Title: Amy Trombly Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR