Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 19, 2019



(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.)


1129 N. McDowell Blvd, Petaluma, CA   94954
(Address of principal executive offices)   (Zip Code)


(707) 283-0550

(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):


o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o   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
Warrants to purchase common stock, par value $0.0001 per share SNOAW 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 o


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. o








Item 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.


Effective June 19, 2019, 5:00pm EDT we filed a certificate of amendment with the Secretary of State of the State of Delaware in order to effect a 1-for-9 reverse stock split of our issued and outstanding common stock. Sonoma common stock will begin trading on The Nasdaq Capital Market on a 1-for-9 adjusted basis when the market opens on June 20, 2019.


The reverse stock split was approved by our stockholders on June 11, 2019. On June 14, 2019, the Board of Directors selected the 1-for-9 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.




Item 9.01. Financial Statements and Exhibits.



Certificate of Amendment of Restated Certificate of Incorporation of Sonoma Pharmaceuticals, Inc., as amended, effective June 19, 2019 (filed herewith).







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 19, 2019 /s/ Bubba Sandford
  Name:  Bubba Sandford
  Title:    Chief Financial Officer