Sonoma Pharmaceuticals Files 8-K with Key Corporate Updates
Ticker: SNOA · Form: 8-K · Filed: Aug 28, 2024 · CIK: 1367083
Sentiment: neutral
Topics: corporate-governance, filing, financial-reporting
TL;DR
Sonoma Pharma dropped an 8-K detailing corporate changes and financial updates. Check it out.
AI Summary
Sonoma Pharmaceuticals, Inc. filed an 8-K on August 23, 2024, reporting on several key events. These include amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and Regulation FD disclosures. The filing also includes financial statements and exhibits, with the company's fiscal year ending March 31st.
Why It Matters
This 8-K filing provides crucial updates on Sonoma Pharmaceuticals' corporate governance and financial reporting, which are important for investors to understand the company's current status and future direction.
Risk Assessment
Risk Level: low — This filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant negative events.
Key Numbers
- 03-31 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
Key Players & Entities
- Sonoma Pharmaceuticals, Inc. (company) — Registrant
- August 23, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-33216 (identifier) — Commission File Number
- 68-0423298 (identifier) — IRS Employer Identification No.
- 5445 Conestoga Court, Suite 150 (address) — Business and mailing address
- Boulder, CO (location) — City and State
- Oculus Innovative Sciences, Inc. (company) — Former company name
- 20060622 (date) — Date of name change
FAQ
What specific amendments were made to Sonoma Pharmaceuticals' Articles of Incorporation or Bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the summary text.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
What are the key disclosures under Regulation FD in this filing?
The filing mentions Regulation FD disclosures, but the specific content of these disclosures is not elaborated upon in the provided text.
What types of financial statements and exhibits are included in this 8-K?
The filing confirms the inclusion of financial statements and exhibits, but their specific content is not detailed in the provided text.
When did Sonoma Pharmaceuticals change its name from Oculus Innovative Sciences, Inc.?
Sonoma Pharmaceuticals, Inc. changed its name from Oculus Innovative Sciences, Inc. on June 22, 2006.
Filing Stats: 1,328 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-08-28 06:03:37
Key Financial Figures
- $0.0001 — r of authorized shares of common stock, $0.0001 par value per share, from 24,000,000 to
Filing Documents
- sonoma_8k.htm (8-K) — 54KB
- sonoma_ex0301.htm (EX-3.1) — 9KB
- sonoma_ex9901.htm (EX-99.1) — 13KB
- image_001.jpg (GRAPHIC) — 4KB
- 0001683168-24-006053.txt ( ) — 266KB
- snoa-20240823.xsd (EX-101.SCH) — 3KB
- snoa-20240823_lab.xml (EX-101.LAB) — 33KB
- snoa-20240823_pre.xml (EX-101.PRE) — 24KB
- sonoma_8k_htm.xml (XML) — 4KB
03
Item 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year. On August 27, 2024, we filed a certificate of amendment with the Secretary of State of the State of Delaware in order to increase the authorized shares of our common stock from 24,000,000 to 50,000,000 and to effect a 1-for-20 reverse stock split of our issued and outstanding common stock, effective August 29, 2024, 5:00pm EDT. Sonoma common stock will begin trading on The Nasdaq Capital Market on a 1-for-20 adjusted basis when the market opens on August 30, 2024. The increase in authorized shares and the reverse stock split were approved by our stockholders on August 23, 2024. On August 23, 2024, the Board of Directors selected the 1-for-20 reverse stock split ratio and authorized the implementation of the reverse stock split. The certificate of amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and its terms are incorporated herein by reference.
07
Item 5.07. Submission of Matters to a Vote of Security Holders. Our adjourned annual meeting of stockholders was held on August 23, 2024. Proxies were solicited pursuant to our definitive proxy statement filed on July 1, 2024 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 19,004,393. The number of shares of common stock present or represented by valid proxy at the annual meeting was 6,751,938. 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 I Directors Mr. Philippe Weigerstorfer and Ms. Amy Trombly were each duly elected as our Class I directors. The results of the election were as follows: NOMINEE FOR WITHHELD Philippe Weigerstorfer 2,953,999 360,733 Amy Trombly 2,875,783 438,949 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, 2024, as described in our proxy statement dated July 1, 2024. The votes on this proposal were as follows: FOR AGAINST ABSTAIN 2,594,957 649,736 70,039 Proposal 3 – Reincorporation to Nevada Our stockholders voted upon and did not approve a proposal to authorize the reincorporation of the Company from the State of Delaware to the State of Nevada. The votes on this proposal were as follows: FOR AGAINST ABSTAIN 2,790,999 490,070 33,663 The affirmative vote of a majority of the outstanding shares of our common stock entitled to vote is needed to approve the reincorporation of the Company from the State of Delaware to the State of Nevada. This proposal did not receive the requisite number of votes, and
01
Item 7.01. Regulation FD Disclosure. On August 28, 2024, Sonoma Pharmaceuticals, Inc. issued a press release with respect to a pending reverse split of its common stock. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.
Financial Statements and Exhibits
Financial Statements and Exhibits. 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Sonoma Pharmaceuticals, Inc., as amended, dated August 27, 2024. 99.1 Press Release, dated August 28, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). 4
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: August 28, 2024 By: /s/ Amy Trombly Name: Title: Amy Trombly Chief Executive Officer 5