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) September 2629, 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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAttached ~~September~~is ~~26,~~the ~~2025,~~updated investor presentation of Sonoma Pharmaceuticals, Inc. ~~(the~~and ~~“Company”) entered~~its ~~into~~affiliates ~~an At Market Issuance Sales Agreement~~ (the “~~Agreement~~Company”)~~, with Ladenburg Thalmann & Co~~. ~~Inc.~~The ~~(“Ladenburg”), pursuant~~presentation tomaterials ~~which~~are ~~the~~filed ~~Company may offer and sell, from time to time, through Ladenburg,~~ hereto as ~~agent,~~Exhibit ~~shares of its common stock, $0~~99.~~0001 par value per share~~1.

~~Subject~~Except tofor ~~the~~historical ~~terms and conditions of the Agreement, Ladenburg will~~information ~~use commercially reasonable efforts consistent with its normal trading and sales practices~~herein, ~~applicable~~matters ~~state~~set ~~and~~forth ~~federal~~in ~~law,~~this ~~rules~~report ~~and regulations~~are ~~and~~forward-looking within the ~~rules~~meaning of the Nasdaq Capital Market to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Agreement, Ladenburg may sell shares by any method deemed to be an “atsafe ~~the market~~harbor” ~~offering~~provisions asof ~~defined in Rule 415 under~~ the ~~U.S.~~ Private Securities ~~Act~~Litigation ofReform ~~1933,~~Act ~~as amended, or any other method permitted by law, including in privately negotiated transactions. Ladenburg’s obligations to sell shares under the Agreement are subject to satisfaction~~ of ~~certain conditions~~1995, including ~~customary~~statements ~~closing~~about ~~conditions for transactions of this nature. The Company will pay Ladenburg a commission of 3% of~~ the ~~aggregate~~commercial ~~gross proceeds from each sale of shares~~ and ~~has~~technology ~~agreed~~progress ~~to provide Ladenburg with customary indemnification~~ and ~~contribution~~future ~~rights.~~financial ~~The Company also agreed to reimburse Ladenburg for certain specified expenses~~ performance of upthe ~~to $40,000~~Company.

~~The~~These forward-looking statements are identified by the use of words such as “will,” “develop,” “project,” “expect,” and “expand,” among others. Forward-looking statements in this report are subject to certain risks and uncertainties inherent in the Company’s isbusiness that could cause actual results to vary, including such risks that regulatory clinical and guideline developments may change, scientific data may not ~~obligated~~be sufficient to ~~make~~meet ~~any~~regulatory ~~sales~~standards or receipt of ~~its~~required ~~common~~regulatory ~~stock~~clearances or approvals, ~~under~~clinical results may not be replicated in actual patient settings, protection offered by the ~~Agreement~~Company’s patents and nopatent ~~assurance~~applications may ~~can~~ be ~~given~~challenged, ~~that~~invalidated or circumvented by its competitors, the available market for the Company’s products will ~~sell~~not ~~any~~be ~~shares~~as large ~~under~~as expected, the ~~Agreement,~~Company’s products will not be able to penetrate one or more targeted markets, ifrevenues itwill ~~does~~not be sufficient to meet the Company’s cash needs, fund further development, as well as uncertainties relative to ~~the~~fluctuations in foreign currency ~~price~~exchange orrates, ~~amount~~global ofeconomic ~~shares~~conditions, ~~that~~prospective ~~the~~tariffs ~~Company~~or ~~will~~changes ~~sell~~to trade policies, orvarying ~~the~~product ~~dates~~formulations onand ~~which~~a ~~any~~multitude of ~~such~~diverse ~~sales~~regulatory ~~will~~and ~~take~~marketing ~~place.~~requirements ~~The~~in ~~Agreement~~different ~~will~~countries ~~terminate~~and municipalities, and other risks detailed from time to time ~~upon~~in the ~~earlier~~Company’s offilings ~~(i)~~with the ~~sale~~Securities ofand ~~all~~Exchange ~~shares~~Commission. ~~under~~The ~~the~~Company ~~Agreement,~~disclaims orany ~~(ii)~~obligation to update these forward-looking statements, except as ~~provided~~required ~~therein~~by law.

~~Sales~~Item ~~of shares of common stock under the Agreement will be made pursuant to the registration statement on Form S-3 (File No~~9.01 ~~333-275311),~~Financial ~~which~~Statements ~~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 September 26, 2025, for an aggregate offering price of up to $2,070,463~~Exhibits.

~~The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 1~~(d) Exhibits.1.

A copy of the opinion of Polsinelli PC relating to the validity of the shares of common stock that will be issued under the Agreement is filed herewith as Exhibit 5.1.

Exhibit Number		Description
99.1		Investor Presentation as of September 29, 2025.
104		Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

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 statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.SIGNATURES

2Pursuant 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.

Item 9.01 Financial Statements and Exhibits.

	SONOMA PHARMACEUTICALS, INC.


Date: September 29, 2025	By:	/s/ Amy Trombly
	Name: Title:	Amy Trombly Chief Executive Officer

~~(d) Exhibits.~~2

Exhibit Number		Description
1.1		At Market Issuance Sales Agreement, by and between the Company and Ladenburg Thalmann & Co. Inc., dated September 26, 2025.
5.1		Opinion of Polsinelli PC.
23.1		Consent of Polsinelli PC (included in Exhibit 5.1).
104		Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

___________________

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: September 26, 2025	By:	/s/ Amy Trombly
	Name: Title:	Amy Trombly Chief Executive Officer

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