Form 8-K

8-K — Sonoma Pharmaceuticals, Inc.

Accession: 0001683168-26-004975

Filed: 2026-06-18

Period: 2026-06-18

CIK: 0001367083

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — sonoma_8k.htm (Primary)

EX-5.1 — OPINION OF POLSINELLI PC. (sonoma_ex0501.htm)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: sonoma_8k.htm · Sequence: 1

Sonoma Pharmaceuticals, Inc. 8-K

false

0001367083

2026-06-18

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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) June 18,

2026

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 8.01 Other Events.

As previously reported, on September 26, 2025,

Sonoma Pharmaceuticals, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Agreement”),

with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), pursuant to which the Company may offer and sell, from time to time,

through Ladenburg, as agent, shares of its common stock, $0.0001 par value per share.

Sales of shares of common stock under the Agreement are 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 September 26, 2025 (the “Prospectus

Supplement”), which registered the sale of up to $2,070,463 of common stock. From September 26, 2025 through the date hereof, we

sold an aggregate of 173,073 shares of our common stock for an aggregate purchase price of $574,633 under Agreement.

As of the date hereof, the amount of common stock

that we may offer pursuant to General Instruction I.B.6 of Form S-3 has increased to an aggregate offering price of $3,641,703.

On June 18, 2026, we filed a supplement to the Prospectus Supplement

with the Securities and Exchange Commission amending and supplementing the Prospectus Supplement to increase the aggregate offering price

to $3,641,703, including the $1,495,830 shares of common stock that were previously registered pursuant to the Prospectus Supplement and

not sold to date.

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 as Exhibit 1.1

to the Company’s Current Report on Form 8-K filed on September 26, 2025.

A copy of the opinion of Polsinelli PC relating

to the validity of the shares of common stock that will be issued pursuant to the Agreement and the Supplement to the Prospectus Supplement

is attached hereto as Exhibit 5.1 to this current report on Form 8-K.

This Current Report on Form 8-K does not constitute

an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in

any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

1.1

At Market Issuance Sales Agreement, by and between the Company and Ladenburg Thalmann & Co. Inc., dated September 26, 2025 (included as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on 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).

____________

* Filed herewith.

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: June 18, 2026

By:

/s/ Amy Trombly

Name:

Title:

Amy Trombly

Chief Executive Officer

EX-5.1 — OPINION OF POLSINELLI PC.

EX-5.1

Filename: sonoma_ex0501.htm · Sequence: 2

Exhibit 5.1

One International Place, Suite 3900, Boston, Massachusetts

02110 · (617) 406-0335

June 18, 2026

Board of Directors

Sonoma Pharmaceuticals, Inc.

5445 Conestoga Court, Suite 150

Boulder, Colorado 80301

Ladies and Gentlemen:

are acting as special counsel to Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection

with the proposed public offering of up to an aggregate of $3,641,703 of shares (the “Shares”) of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), all of which Shares are to be offered and sold by the

Company from time to time in accordance with the terms of the At Market Issuance Sales Agreement, dated September 26, 2025 (as amended,

the “Agreement”), between the Company and Ladenburg Thalmann & Co. Inc., as agent. The Shares are being offered

pursuant to a supplement dated June 18, 2026 to the prospectus supplement dated September 26, 2025 and the accompanying base prospectus

dated November 20, 2023 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective

registration statement on Form S-3 (File No. 333-275311) (the “Registration Statement”). This opinion letter is furnished

to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5),

in connection with the Registration Statement.

For

purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate

basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness

of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity

of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic

copies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and

we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the

context of the foregoing. For purposes of this opinion letter, without limiting any other exceptions or qualifications set forth herein,

we have assumed that the Company will remain a Delaware corporation.

This

opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein

as to any other laws, statutes, ordinances, rules, or regulations.

Based

upon, subject to and limited by the foregoing, we are of the opinion that following (i) authorization by the Company’s Board of

Directors or its duly authorized Finance Committee, within the limitations established by resolutions duly adopted by the Board of Directors,

of the terms pursuant to which the Shares may be sold pursuant to the Agreement, (ii) issuance of the Shares pursuant to placement instructions

under the Agreement, consistent with the terms authorized in the above-mentioned resolutions of the Board of Directors or its duly authorized

Finance Committee, and (iii) receipt by the Company of the proceeds for the Shares sold pursuant to such terms and such placement instructions,

the Shares will be validly issued, fully paid, and non-assessable.

This

opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the

offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks

as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent

to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to Polsinelli PC under the caption

“Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are an “expert” within

the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Polsinelli PC

Polsinelli PC

GRAPHIC

Filename: image_001.jpg · Sequence: 6

Binary file (2801 bytes)

Download image_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jun. 18, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 18, 2026

Entity File Number

001-33216

Entity Registrant Name

SONOMA

PHARMACEUTICALS, INC.

Entity Central Index Key

0001367083

Entity Tax Identification Number

68-0423298

Entity Incorporation, State or Country Code

Entity Address, Address Line One

5445

Conestoga Court

Entity Address, Address Line Two

Suite

150

Entity Address, City or Town

Boulder

Entity Address, State or Province

Entity Address, Postal Zip Code

80301

City Area Code

(800)

Local Phone Number

759-9305

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock

Trading Symbol

SNOA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration