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Sonoma Pharmaceuticals, Inc.

For the period ended Dec 31, 2025. Filed Feb 10, 2026.

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.

Dec 31, 2025 · Filed Feb 10, 2026

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

0001683168-25-007938

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

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-10.

0001683168-26-000889

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 105 previous paragraphs and 103 current paragraphs.

70 unchanged; 26 reworded; 7 added; 9 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 14 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 (7)

Current report

Revenues in the U.S. increased 98%, primarily as a result of an increase in sales of over-the-counter products and increasing sales by new and existing distributors.

Current report

Europe revenues increased 24% as a result of increased demand for our products.

Current report

Revenues in Asia increased 38% and Rest of World revenues decreased 11%. Revenues from these regions tend to fluctuate when viewed on a quarterly basis due to customers placing larger, but less frequent, orders to benefit from quantity discounts and reduced shipping costs when ordering larger quantities.

Current report

Comparison of the Nine Months Ended December 31, 2025 and 2024

Current report

Revenues in the U.S. increased 90%, primarily as a result of an increase in sales of over-the-counter products and increasing sales by new and existing distributors.

Current report

Europe revenues increased 31% as a result of increased demand for our products.

Current report

Revenues in Asia increased 38% and Rest of World revenues increased 50%. Revenues from these regions tend to fluctuate when viewed on a quarterly basis due to customers placing larger, but less frequent, orders to benefit from quantity discounts and reduced shipping costs when ordering larger quantities.
Removed paragraphs (9)

Previous report

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 report

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 report

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 report

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 report

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

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.
Reworded paragraphs (26)

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 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.

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, the National Psoriasis Foundation Seal of Recognition in 2025 and the National Rosacea Society Seal of Acceptance 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

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.

Current wording

Latin America revenues decreased 38%, primarily due to timing of customer orders for overflow manufacturing.

Previous 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.

Current wording

The increase in gross profit of $380,000 for the three months ended December 31, 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 September 30, 2025 of $69,000 were primarily due to increased product development to support new product releases.

Current wording

The increase in research and development expenses for the three months ended December 31, 2025 of $130,000 was primarily due to increased product development to support new product releases.

Previous wording

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 wording

The decrease in selling, general and administrative expenses for the three months ended December 31, 2025 of $103,000 was the result of ongoing efforts to control expenses.

Previous wording

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 wording

Other (expense) income, net for the three months ended December 31, 2025 was $(271,000) compared to $112,000 for the three months ended December 31, 2024. Other (expense) income, net primarily relates to exchange rate fluctuations.

Previous 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.

Current wording

Income tax benefit (expense) for the three months ended December 31, 2025 and 2024 was $130,000 and ($9,000), respectively. The benefit for the current period was related to an expected tax loss in Mexico this fiscal year. The expense for the prior period was primarily related to the use of our Mexico deferred tax asset.

Previous wording

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

Current wording

The following table shows our consolidated total revenue and revenue by geographic region for the nine months ended December 31, 2025 and 2024:

Previous wording

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 wording

Latin America revenues decreased 26%, primarily due to timing of customer orders for overflow manufacturing.

Previous wording

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

Current wording

The cost of revenue and gross profit metrics for the nine months ended December 31, 2025 and 2024 are as follows:

Previous wording

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 wording

The increase in gross profit of $1,297,000 for the nine months ended December 31, 2025, as compared to the prior period, was primarily due to an increase in revenue and overall product mix.

Previous wording

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

Current wording

The research and development expense metrics for the nine months ended December 31, 2025 and 2024 are as follows:

Previous wording

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 wording

The increase in research and development expenses for the nine months ended December 31, 2025 of $323,000 was primarily due to increased product development to support new product releases.

Previous wording

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

Current wording

The selling, general and administrative expense metrics for the nine months ended December 31, 2025 and 2024 are as follows:

Previous 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.

Current wording

The increase in selling, general and administrative expenses for the nine months ended December 31, 2025 of $30,000 was the result of ongoing efforts to generate increased revenues across all geographic regions.

Previous 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.

Current wording

Other (expense) income, net for the nine months ended December 31, 2025 was ($812,000) compared to $675,000 for the nine months ended December 31, 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

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.

Current wording

Income tax benefit (expense) for the nine months ended December 31, 2025 and 2024 was $328,000 and ($302,000), respectively. The benefit for the current period was related to an expected tax loss in Mexico this fiscal year. The expense for the prior period is primarily related to the use of our Mexico deferred tax asset.

Previous 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.

Current wording

We reported a net loss of $2,594,000 and $2,681,000 for the nine months ended December 31, 2025 and December 31, 2024, respectively. At December 31, 2025 and March 31, 2025, our accumulated deficit amounted to $200,400,000 and $197,806,000, respectively. At December 31, 2025 and March 31, 2025, we had cash and cash equivalents of $2,561,000 and $5,374,000, respectively. At December 31, 2025 and March 31, 2025, we had working capital of $7,928,000 and $8,552,000, respectively.

Previous wording

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.

Current wording

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 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.

Previous wording

The following table presents a summary of our condensed consolidated cash flows for operating, investing and financing activities for the three months ended September 30, 2025 and 2024 as well as balances of cash and cash equivalents and working capital:

Current wording

The following table presents a summary of our condensed consolidated cash flows for operating, investing and financing activities for the nine months ended December 31, 2025 and 2024 as well as balances of cash and cash equivalents and working capital:

Previous 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.

Current wording

Net cash used in operating activities during the nine months ended December 31, 2025 was $3,414,000, primarily due to our net loss of $2,594,000, an increase in inventory of $484,000, and an increase in prepaid expenses of $1,226,000, offset by an increase in accounts payable of $589,000, a decrease in accounts receivable of $46,000 and stock compensation of $120,000.

Previous 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.

Current wording

Net cash provided by operating activities during the nine months ended December 31, 2024 was $7,000, primarily due to a net loss of $2,681,000 offset by a decrease in prepaid expenses of $1,547,000, a decrease in accounts receivable of $219,000 and an increase in accounts payable of $864,000.

Previous 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.

Current wording

Net cash used in investing activities was $163,000 for the nine months ended December 31, 2025, primarily related to the purchase of equipment.

Previous wording

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

Current wording

Net cash used in investing activities was $33,000 for nine months ended December 31, 2024, primarily related to the purchase of equipment.

Previous 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.

Current wording

Net cash provided by financing activities was $90,000 for the nine months ended December 31, 2025, primarily related to net proceeds from the sale of common stock of $266,000 and exercise of stock options of $44,000, offset by $220,000 of principal payments on a short-term loan related to financing of insurance premiums.

Previous 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.

Current wording

Net cash provided by financing activities was $2,788,000 for the nine months ended December 31, 2024, primarily due to net proceeds from the sale of common stock of $3,079,000 offset by $323,000 of principal payments on a short-term loan related to financing of insurance premiums.