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) January 2, 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 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 2, 2025, we completed our annual equity grant to employees, including executive officers, of the Company. The annual grant is intended to recognize employees who meet certain employment criteria and to retain key employees. The Company’s non-employee directors each received 7,500 options. The exercise price of the options is based on the closing price of our common stock of $2.68 per share on January 2, 2025, and the options vest in three equal tranches on the first, second and third anniversary of the grant date. Each executive officer received Restricted Stock Units (RSUs) as follows:
| · | Amy Trombly, Chief Executive Officer: 10,000 RSUs; | |
| · | Jerry Dvonch, Chief Financial Officer: 10,000 RSUs; and | |
| · | Bruce Thornton, Executive Vice President and Chief Operating Officer: 10,000 RSUs. |
The RSUs vest in three equal tranches 6, 18 and 24 months from the grant date with a valuation based on the five day weighted-average stock price on the date of vesting. All options and RSUs vest upon change of control and as otherwise provided in an executive officer’s employment agreement.
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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: January 3, 2025 | By: | /s/ Amy Trombly |
Name: Title: | Amy Trombly Chief Executive Officer | |
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