Sonoma Pharmaceuticals, Inc.

S-11 sonoma_s1.htm FORM S-1

Table of Contents

As filed with the Securities and Exchange Commission on April 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SONOMA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

2834

(Primary Standard Industrial Classification Code Number)

68-0423298

(I.R.S. Employer Identification Number)

5445 Conestoga Court, Suite 150 Boulder, CO 80301 (800) 759-9305

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amy Trombly Chief Executive Officer 5445 Conestoga Court, Suite 150 Boulder, CO 80301 (800) 759-9305

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

with copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 9, 2026.

[●] Units consisting of One Share of Common Stock (or Pre-Funded Warrants in lieu thereof) and

One Common Warrant to Purchase One Share of Common Stock

And

Up to [●] Shares of Common Stock underlying the Pre-Funded Warrants, Common Warrants and Underwriter's Warrants

SONOMA PHARMACEUTICALS, INC.

We are offering up to [●] units, each consisting of one share of our common stock, par value $0.0001 per share, and one warrant to purchase one share of common stock, in a firm commitment underwritten public offering at an assumed offering price of $ per unit, which is equal to the closing price of our common stock on the Nasdaq Capital Market on 18, 2026, for gross proceeds of approximately $5 million. Each warrant will have an exercise price of $[●] per share of common stock (equal to 100% of the public offering price of each unit sold in this offering), will be exercisable immediately, and will expire five years from the date of issuance. We are also offering to those purchasers, if any, whose purchase of shares of our common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded warrants (the "Pre-Funded Warrants") in lieu of shares of common stock that would otherwise result in any such purchaser's beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price of each Pre-Funded Warrant and accompanying warrant will equal the price per share of common stock and accompanying warrant being sold to the public in this offering, minus $[●], and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. Each Pre-Funded Warrant will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. There is no expiration date for the Pre-Funded Warrants. This prospectus also relates to the offering of shares of common stock issuable upon exercise of the Pre-Funded Warrants.

The shares of our common stock and Pre-Funded Warrants, and the accompanying warrants, as the case may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. We are also registering the shares of common stock issuable from time to time upon exercise of the warrants and the Pre-Funded Warrants included in the units offered hereby. This prospectus also covers the shares of common stock issuable upon exercise of the Underwriter's Warrant.

Our common stock is traded on the Nasdaq Capital Market under the symbol “SNOA.” On March 18, 2026, the closing price for our common stock, as reported on the Nasdaq Capital Market, was $2.47 per share. The public offering price per unit will be determined at the time of pricing and may be at a discount to the then current market price. The recent market price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

There is no established public trading market for the warrants or the Pre-Funded Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the warrants and Pre-Funded Warrants will be limited. In addition, we do not intend to list the warrants or Pre-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange or any other trading system.

We are a “smaller reporting company” under applicable federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We anticipate that the delivery of the shares of our common stock, Pre-Funded Warrants, and warrants against payment therefor will be made on or before , 2026.

Dawson James Securities, Inc.

Subject to completion, the date of this prospectus is**[●]**, 2026.