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) ~~October~~January 182, ~~2025~~ 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 5.02.

Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~January 182, ~~2025~~2026, ~~Bruce~~we ~~Thornton was~~completed ~~terminated as~~our anannual ~~employee~~equity grant ~~and~~to ~~Executive~~employees, ~~Vice~~including ~~President~~executive ~~and~~officers, ~~Chief Operating Officer~~ of the Company,. ~~and~~The ~~from~~annual ~~any~~grant ~~other~~is ~~position~~intended atto ~~the~~recognize ~~Company~~employees ~~or any~~who ofmeet ~~its~~certain employment ~~subsidiaries~~criteria and to ~~which~~retain hekey ~~has~~employees. ~~been~~The ~~appointed.~~Company’s Mrnon-employee directors each received 10,000 options. ~~Thorton~~The ~~was~~exercise price ~~terminated~~of ~~for~~the ~~cause~~options inis ~~accordance~~based ~~with~~on the ~~terms~~closing price of ~~his~~our ~~employment agreement~~common ~~and~~stock ~~will~~of ~~not~~$3.68 ~~receive~~per ~~any~~share ~~salary~~on orJanuary ~~benefits~~2, ~~from~~2026, and the ~~Company~~options ~~except~~vest ~~those~~in ~~earned~~three equal ~~through~~tranches ~~October~~on 18the first, ~~2025~~second and third anniversary of the grant date. Each executive officer received Restricted Stock Units (RSUs) as follows:

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

	·	Amy Trombly, Chief Executive Officer: 10,000 RSUs; and
	·	Jerry Dvonch, Chief Financial Officer: 5,000 RSUs.

The RSUs vest on the third anniversary of the grant date or upon change of control or as otherwise provided in an executive officer’s employment agreement.

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: October 23, 2025	By:	/s/ Amy Trombly
Date: January 2, 2026	By:	/s/ Amy Trombly
	Name: Title:	Amy Trombly Chief Executive Officer

Filing Compare · Sonoma Pharmaceuticals, Inc.