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Sonoma Pharmaceuticals, Inc.

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

SNOA$1.11+3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001683168-25-005753

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001683168-25-007938

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 84 previous paragraphs and 105 current paragraphs.

60 unchanged; 22 reworded; 9 added; 2 removed; 0 previous and 14 current paragraphs rearranged.

Tables are not compared: 9 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Comparison of the Six Months Ended September 30, 2025 and 2024

Current report

The increase in selling, general and administrative expenses for the six months ended September 30, 2025 of $133,000 was the result of ongoing efforts to generate increased revenues across all geographic regions.

Current report

We believe we have access to additional capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means; however, we cannot provide any assurance that other new financings will be available on commercially acceptable terms, if needed. If the economic climate in the U.S. deteriorates, our ability to raise additional capital could be negatively impacted. If we are unable to secure additional capital, we may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet our obligations. These measures could cause significant delays our continued efforts to commercialize products, which is critical to the realization of our business plan and our future operations. This uncertainty along with the our history of losses indicates that there is substantial doubt about the our ability to continue as a going concern within one year after the date that these financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should we be unable to continue as a going concern.
Removed paragraphs (2)

Previous report

In July 2021, we granted MicroSafe the non-exclusive right to sell and distribute Nanocyn in the United States provided that MicroSafe secure U.S. EPA approval. In April of 2022, MicroSafe secured the EPA approval for Nanocyn® Disinfectant & Sanitizer, meaning that it can now be sold in the United States as a surface disinfectant, and it was subsequently added to the EPA’s list N for use against COVID-19. In June 2022, the EPA added Nanocyn to List Q as a disinfectant for Emerging Viral Pathogens, including Ebola virus, Mpox, and SARS-CoV-2, and in March 2023 the EPA added Nanocyn to Lists G and H, for use against Methicillin Resistant Staphylococcus Aureus (MRSA), Salmonella, Norovirus, Poliovirus, and as a fungicide. Nanocyn also received the Green Seal® Certification after surpassing a series of rigorous standards that measure environmental health, sustainability and product performance. Nanocyn is currently sold by MicroSafe in Europe, the Middle East and Australia.

Previous report

The following table provides the net loss for each period along with the computation of basic and diluted net loss per share:
Reworded paragraphs (22)

Previous wording

We are a global healthcare leader for developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. Our products are clinically proven to reduce itch, pain, scarring, and irritation safely and without damaging healthy tissue. In-vitro and clinical studies of HOCl show it to safely manage skin abrasions, lacerations, minor irritations, cuts, and intact skin. We sell our products either directly or via partners in 55 countries worldwide.

Current wording

We are a global healthcare leader for developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. Our products are clinically proven to reduce itch, pain, scarring, and irritation safely and without damaging healthy tissue. In-vitro and clinical studies of HOCl show it to safely manage skin abrasions, lacerations, minor irritations, cuts, and intact skin. We sell our products either directly or via partners in over 55 countries worldwide.

Previous wording

Other over-the-counter dermatology products in the United States include Regenacyn® Advanced Scar Gel, which is clinically proven to improve the overall appearance of scars while reducing pain, itch and redness, Reliefacyn® Advanced Itch-Burn-Rash-Pain Relief Hydrogel for the alleviation of red bumps, rashes, shallow skin fissures, peeling, and symptoms of eczema/atopic dermatitis, and Rejuvacyn® Advanced Skin Repair Cooling Mist for management of minor skin irritations following cosmetic procedures as well as daily skin health and hydration. Rejuvacyn is certified as a Natural Personal Care Product by the Natural Products Association, and Reliefacyn received the National Eczema Association Seal of Acceptance TM in 2023. In January 2024, we launched Lumacyn TM Clarifying Mist, a direct-to-consumer skin care product in the United States. Lumacyn is an all-natural daily toner to soothe skin, reduce redness and irritation, and manage blemishes by reducing infection.

Current wording

Other over-the-counter dermatology products in the United States include Regenacyn® Advanced Scar Gel, which is clinically proven to improve the overall appearance of scars while reducing pain, itch and redness, Reliefacyn® Advanced Itch-Burn-Rash-Pain Relief Hydrogel for the alleviation of red bumps, rashes, shallow skin fissures, peeling, and symptoms of eczema/atopic dermatitis, and Rejuvacyn® Advanced Skin Repair Cooling Mist for management of minor skin irritations following cosmetic procedures as well as daily skin health and hydration. Rejuvacyn is certified as a Natural Personal Care Product by the Natural Products Association, and Reliefacyn received the National Eczema Association Seal of Acceptance TM in 2023 and the National Psoriasis Foundation Seal of Recognition in 2025. In January 2024, we launched Lumacyn TM Clarifying Mist, a direct-to-consumer skin care product in the United States. Lumacyn is an all-natural daily toner to soothe skin, reduce redness and irritation, and manage blemishes by reducing infection.

Previous wording

In April 2023, we launched Podiacyn TM Advanced Everyday Foot Care direct to consumers for over-the-counter use in the United States, intended for management of foot odors, infections, and irritations, as well as daily foot health and hygiene. Podiacyn is available through Amazon.com, our online store and third-party distributors.

Current wording

In April 2023, we launched Podiacyn® Advanced Everyday Foot Care direct to consumers for over-the-counter use in the United States, intended for management of foot odors, infections, and irritations, as well as daily foot health and hygiene. Podiacyn is available through our online store and third-party distributors.

Previous wording

Our HOCl technology has been formulated as a disinfectant and sanitizer solution and is sold in numerous countries. It is designed to be used to spray in aerosol format in areas and environments likely to serve as a breeding ground for the spread of infectious disease, which could result in epidemics or pandemics. The medical-grade surface disinfectant solution is used in hospitals worldwide to protect doctors and patients. In May 2020, Nanocyn® Disinfectant & Sanitizer received approval to be entered into the Australian Register of Therapeutic Goods, or ARTG, for use against the coronavirus SARS-CoV-2, or COVID-19, and was also authorized in Canada for use against COVID-19. Nanocyn has also met the stringent environmental health and social/ethical criteria of Good Environmental Choice Australia, or GECA, becoming one of the very few eco-certified, all-natural disinfectant solutions in Australia. In 2024, the Australian Therapeutic Goods Administration approved extended claims for Nanocyn for use against Candida auris (C. auris) and Clostritium Difficile (C. diff.).

Current wording

Our HOCl technology has been formulated as a disinfectant and sanitizer solution and is sold in numerous countries. It is designed to be used to spray in aerosol format in areas and environments likely to serve as a breeding ground for the spread of infectious disease, which could result in epidemics or pandemics.

Previous wording

The increase in United States revenue of $363,000 for the three months ended June 30, 2025 was primarily the result of an increase in revenue related to human health care products and over-the-counter animal health care products.

Current wording

The increase in United States revenue of $774,000 for the three months ended September 30, 2025 was primarily the result of an increase in revenue related to human health care products and over-the-counter animal health care products.

Previous wording

The increase in Europe revenue for the three months ended June 30, 2025 of $180,000 was the result of a general increase in demand for our products.

Current wording

The increase in Europe revenue for the three months ended September 30, 2025 of $645,000 was the result of a general increase in demand for our products.

Previous wording

The increase in Asia revenue of $185,000 for the three months ended June 30, 2025 was primarily due to timing of orders. Revenues from our international distributors tend to fluctuate from period to period due to customer placement of larger but less frequent orders to benefit from quantity discounts and reduced shipping costs.

Current wording

The increase in Asia revenue of $281,000 for the three months ended September 30, 2025 was primarily due to timing of orders. Revenues from our international distributors tend to fluctuate from period to period due to customer placement of larger but less frequent orders to benefit from quantity discounts and reduced shipping costs.

Previous wording

The decrease in Latin America revenue for the three months ended June 30, 2025 of $316,000 was primarily due to timing of customer orders for overflow manufacturing.

Current wording

The increase in Latin America revenue for the three months ended September 30, 2025 of $67,000 was primarily due to timing of customer orders for overflow manufacturing.

Previous wording

The increase in Rest of World revenue for the three months ended June 30, 2025 of $212,000 was primarily due to timing of customer orders.

Current wording

The increase in Rest of World revenue for the three months ended September 30, 2025 of $258,000 was primarily due to timing of customer orders.

Previous wording

The increase in gross profit of $158,000 for the three months ended June 30, 2025, as compared to the prior period, was primarily due to an increase in revenue and overall product mix.

Current wording

The increase in gross profit of $759,000 for the three months ended September 30, 2025, as compared to the prior period, was primarily due to an increase in revenue and overall product mix.

Previous wording

Increases in research and development expenses for the three months ended June 30, 2025 of $124,000 were primarily due to increased product development to support new product releases.

Current wording

Increases in research and development expenses for the three months ended September 30, 2025 of $69,000 were primarily due to increased product development to support new product releases.

Previous wording

The decline in selling, general and administrative expenses for the three months ended June 30, 2025 of $44,000 was the result of ongoing efforts to contain expenses across all parts of the company.

Current wording

The increase in selling, general and administrative expenses for the three months ended September 30, 2025 of $177,000 was the result of ongoing efforts to generate increased revenues across all geographic regions.

Previous wording

Income tax benefit (expense) for the three months ended June 30, 2025 and 2024 was $1,000 and ($146,000), respectively. The benefit for the current period was related to an increase in our Mexico deferred tax asset. The expense for the prior period is primarily related to the use of our Mexico deferred tax asset.

Current wording

Income tax benefit (expense) for the three months ended September 30, 2025 and 2024 was $197,000 and ($147,000), respectively. The benefit for the current period was related to an increase in our Mexico deferred tax asset. The expense for the prior period is primarily related to the use of our Mexico deferred tax asset.

Previous wording

Other (expense) income, net for the three months ended June 30, 2025 was $(147,000) compared to $176,000 for the three months ended June 30, 2024. Other (expense) income, net in the current period primarily relates to exchange rate fluctuations, offset by the recognition of income of approximately $323,000 related to employee retention credits. Other (expense) income, net in the prior period primarily relates to exchange rate fluctuations.

Current wording

Other (expense) income, net for the six months ended September 30, 2025 was $(541,000) compared to $563,000 for the six months ended September 30, 2024. Other (expense) income, net in the current period primarily relates to exchange rate fluctuations, offset by the recognition of income of approximately $323,000 related to employee retention credits. Other (expense) income, net in the prior period primarily relates to exchange rate fluctuations.

Previous wording

We reported a net loss of $1,241,000 and $1,143,000 for the three months ended June 30, 2025 and June 30, 2024, respectively. At June 30, 2025 and March 31, 2025, our accumulated deficit amounted to $199,047,000 and $197,806,000, respectively. At June 30, 2025 and March 31, 2025, we had cash and cash equivalents of $3,605,000 and $5,374,000, respectively. At June 30, 2025 and March 31, 2025, we had working capital of $8,259,000 and $8,552,000, respectively.

Current wording

We reported a net loss of $1,775,000 and $1,753,000 for the six months ended September 30, 2025 and September 30, 2024, respectively. At September 30, 2025 and March 31, 2025, our accumulated deficit amounted to $199,581,000 and $197,806,000, respectively. At September 30, 2025 and March 31, 2025, we had cash and cash equivalents of $3,035,000 and $5,374,000, respectively. At September 30, 2025 and March 31, 2025, we had working capital of $8,179,000 and $8,552,000, respectively.

Previous wording

Net cash used in operating activities during the three months ended June 30, 2025 was $2,015,000, primarily due to our net loss of $1,241,000, an increase in accounts receivable of $216,000, an increase in inventory of $652,000, an increase in prepaid expenses of $819,000 offset by stock compensation of $57,000, and an increase in accounts payable of $1,026,000.

Current wording

Net cash used in operating activities during the three months ended September 30, 2025 was $2,650,000, primarily due to our net loss of $1,775,000, an increase in accounts receivable of $294,000, an increase in inventory of $444,000, an increase in prepaid expenses of $834,000 offset by stock compensation of $96,000, and an increase in accounts payable of $360,000.

Previous wording

Net cash used in operating activities during the three months ended June 30, 2024 was $912,000, primarily due to a net loss of $1,143,000 offset by stock related compensation expense of $107,000.

Current wording

Net cash used in operating activities during the six months ended September 30, 2024 was $558,000, primarily due to a net loss of $1,753,000 offset by decrease in prepaid expenses of $1,134,000.

Previous wording

Net cash used in investing activities was $106,000 for the three months ended June 30, 2025, primarily related to the purchase of equipment.

Current wording

Net cash used in investing activities was $116,000 for the three months ended September 30, 2025, primarily related to the purchase of equipment.

Previous wording

Net cash used in investing activities was $5,000 for the three months ended June 30, 2024, primarily related to the purchase of equipment.

Current wording

Net cash used in investing activities was $31,000 for six months ended September 30, 2024, primarily related to the purchase of equipment.

Previous wording

Net cash used in financing activities was $58,000 for the three months ended June 30, 2025, primarily related to exercise of stock options of $23,000 offset by $81,000 of principal payments on a short-term loan related to financing of insurance premiums.

Current wording

Net cash used in financing activities was $120,000 for the three months ended September 30, 2025, primarily related to exercise of stock options of $44,000 offset by $164,000 of principal payments on a short-term loan related to financing of insurance premiums.

Previous wording

Net cash provided by financing activities was $636,000 for the three months ended June 30, 2024, primarily due to the sale of common stock of $748,000 offset by $119,000 of principal payments on a short-term loan related to financing of insurance premiums.

Current wording

Net cash provided by financing activities was $2,080,000 for the six months ended September 30, 2024, primarily due to net proceeds from the sale of common stock of $2,289,000 offset by $241,000 of principal payments on a short-term loan related to financing of insurance premiums.

Previous wording

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act ("OBBBA"), which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We anticipate an insignificant impact to deferred tax assets and liabilities and to income taxes payable in the period of enactment. We continue to evaluate the impact the new legislation will have on our consolidated financial statements.

Current wording

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act ("OBBBA"), which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company anticipates an insignificant impact to deferred tax assets and liabilities and to income taxes payable in the period of enactment. We continue to evaluate the impact the new legislation will have on our consolidated financial statements.
Rearranged current paragraphs (14)

Current report — wording carried from elsewhere

Other (expense) income, net for the three months ended September 30, 2025 was $(394,000) compared to $387,000 for the three months ended September 30, 2024. Other (expense) income, net primarily relates to exchange rate fluctuations.

Current report — wording carried from elsewhere

The following table shows our consolidated total revenue and revenue by geographic region for the six months ended September 30, 2025 and 2024:

Current report — wording carried from elsewhere

The increase in United States revenue of $1,137,000 for the six months ended September 30, 2025 was primarily the result of an increase in revenue related to human health care products and over-the-counter animal health care products.

Current report — wording carried from elsewhere

The increase in Europe revenue for the six months ended September 30, 2025 of $825,000 was the result of a general increase in demand for our products.

Current report — wording carried from elsewhere

The increase in Asia revenue of $466,000 for the six months ended September 30, 2025 was primarily due to timing of orders. Revenues from our international distributors tend to fluctuate from period to period due to customer placement of larger but less frequent orders to benefit from quantity discounts and reduced shipping costs.

Current report — wording carried from elsewhere

The decrease in Latin America revenue for the six months ended September 30, 2025 of $249,000 was primarily due to timing of customer orders for overflow manufacturing.

Current report — wording carried from elsewhere

The increase in Rest of World revenue for the six months ended September 30, 2025 of $470,000 was primarily due to timing of customer orders.

Current report — wording carried from elsewhere

Cost of Revenue and Gross Profit

Current report — wording carried from elsewhere

The cost of revenue and gross profit metrics for the six months ended September 30, 2025 and 2024 are as follows:

Current report — wording carried from elsewhere

The increase in gross profit of $917,000 for the six months ended September 30, 2025, as compared to the prior period, was primarily due to an increase in revenue and overall product mix.

Current report — wording carried from elsewhere

The research and development expense metrics for the six months ended September 30, 2025 and 2024 are as follows:

Current report — wording carried from elsewhere

Increases in research and development expenses for the six months ended September 30, 2025 of $193,000 were primarily due to increased product development to support new product releases.

Current report — wording carried from elsewhere

The selling, general and administrative expense metrics for the six months ended September 30, 2025 and 2024 are as follows:

Current report — wording carried from elsewhere

Income tax benefit (expense) for the six months ended September 30, 2025 and 2024 was $198,000 and ($293,000), respectively. The benefit for the current period was related to an increase in our Mexico deferred tax asset. The expense for the prior period is primarily related to the use of our Mexico deferred tax asset.