As filed with the Securities and Exchange Commission on ~~September~~April 1917, ~~2023~~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:

Andrew J. Merken, ~~Esq.~~Polsinelli ~~Burns~~PC &One ~~Levinson~~International ~~LLP~~Place ~~125~~Suite ~~High~~3900 ~~Street~~ Boston, MAMassachusetts 02110 ~~Phone~~Telephone: (617) ~~345~~406-~~3740~~0335 ~~Fax:~~Ralph ~~(617) 345-3299 Leslie Marlow, Esq~~V. ~~Patrick~~De J.Martino ~~Egan,~~ArentFox ~~Esq.~~Schiff ~~Hank Gracin, Esq. Blank Rome~~ LLP ~~1271~~1717 ~~Avenue~~K ofStreet ~~the~~NW ~~Americas New York~~Washington, NYDC ~~10020~~20006 ~~Phone~~Telephone: (~~212~~202) ~~885~~778-~~5000~~6400 ~~Fax~~Facsimile: (~~212~~202) ~~885~~778-~~5001~~6460

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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
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 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 ~~SEPTEMBER 19~~9, ~~2023~~2026.

Up[●] toUnits ~~5,000,000~~consisting ~~Shares~~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 onup ato ~~best~~[●] ~~efforts~~units, ~~basis~~each upconsisting toof ~~5,000,000~~one ~~shares~~share of our common stock, par value $0.0001 ~~par~~per ~~value~~share, ~~per~~and one warrant to purchase one share ~~(the~~of ~~“Common~~common ~~Stock”)~~stock, ~~based~~in ona firm commitment underwritten public offering at an assumed ~~public~~ offering price of $~~1.00~~ per ~~share~~unit, which is equal to the closing price of our ~~shares~~common ofstock ~~Common Stock~~ on the Nasdaq Capital Market on ~~September~~18, 132026, ~~2023~~for gross proceeds of approximately $5 million. ~~See~~Each ~~“Description~~warrant will have an exercise price of ~~Securities”~~$[●] per share of common stock (equal to 100% of the public offering price of each unit sold in this ~~prospectus~~offering), ~~for~~will ~~more~~be exercisable immediately, ~~information~~and will expire five years from the date of issuance. We ~~refer~~are also offering to those purchasers, if any, whose purchase of shares of our common stock in this offering would result in the ~~securities~~purchaser, ~~offered~~together bywith 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 asalso relates to the ~~“Securities~~offering of shares of common stock issuable upon exercise of the Pre-Funded Warrants.”

~~Our~~The shares of our common stock isand ~~traded~~Pre-Funded onWarrants, and the ~~Nasdaq~~accompanying ~~Capital Market~~warrants, ~~under~~as the ~~symbol~~case ~~“SNOA~~may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.” OnWe ~~September~~are ~~13,~~also ~~2023,~~registering the ~~last~~shares ~~reported~~of ~~sale~~common ~~price~~stock ~~for~~issuable ~~our~~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 ~~was~~upon ~~$1.00~~exercise ~~per~~of ~~share~~the Underwriter's Warrant.

WeOur ~~expect~~common ~~that~~stock ~~this~~is ~~offering~~traded ~~will~~on ~~end~~the ~~two~~Nasdaq ~~(2)~~Capital ~~trading~~Market under ~~days~~the ~~after~~symbol we“SNOA.” On March 18, 2026, the closing price for our common stock, as reported on the Nasdaq Capital Market, ~~first~~was ~~enter~~$2.47 ~~into~~per ashare. ~~securities~~The ~~purchase~~public ~~agreement~~offering ~~and~~price weper unit will ~~deliver~~be ~~all~~determined ~~securities~~at ~~issued~~the intime ~~connection~~of ~~with~~pricing ~~this~~and ~~offering~~may ~~delivery~~be ~~versus~~at a discount to the then ~~payment/receipt~~current ~~versus~~market ~~payment~~price. ~~upon~~The ~~our~~recent ~~receipt~~market price used throughout this prospectus may not be indicative of ~~investor~~the ~~funds~~final offering price. ~~Accordingly,~~The ~~neither~~final public weoffering ~~nor~~price ~~the~~will ~~placement~~be ~~agent~~determined ~~have~~through ~~made~~negotiation ~~any~~between ~~arrangements to~~us ~~place~~and ~~investor~~investors ~~funds~~based inupon ana ~~escrow~~number ~~account~~of orfactors, ~~trust~~including ~~account~~our ~~since~~history and our prospects, the ~~placement~~industry ~~agent~~in ~~will~~which ~~not~~we ~~receive~~operate, ~~investor~~our ~~funds~~past inand ~~connection~~present operating results, the previous experience of our executive ~~with~~officers and the ~~sale~~general condition of the securities ~~offered~~markets ~~hereunder~~at the time of this offering.

WeThere ~~have~~is ~~engaged~~no ~~Maxim~~established ~~Group~~public ~~LLC~~trading asmarket ~~our exclusive~~for ~~placement agent (~~the ~~“placement~~warrants ~~agent”)~~or ~~to use its reasonable best efforts to solicit offers to purchase~~ the ~~Securities~~Pre-Funded ~~in this~~Warrants, ~~offering.~~and ~~The~~we ~~placement~~do ~~agent~~not ~~has~~expect noa ~~obligation~~market to ~~purchase~~develop. ~~any~~Without ofan ~~the~~active ~~Securities~~trading ~~from~~market, ~~us or to arrange for~~ the ~~purchase~~liquidity ~~or sale~~ of ~~any specific number or dollar amount of the Securities. Because there is no minimum offering amount required as a condition to closing~~ ~~in this offering~~ the ~~actual~~warrants ~~public~~and ~~offering~~Pre-Funded ~~amount,~~Warrants ~~placement~~will ~~agent’s~~be ~~fee,~~limited. ~~and~~In ~~proceeds to us~~addition, ifwe ~~any,~~do ~~are~~ not ~~presently~~intend ~~determinable and~~to ~~may~~list ~~be substantially less than~~ the ~~total~~warrants ~~maximum~~or ~~offering~~Pre-Funded ~~amounts~~Warrants ~~set~~on ~~forth above and throughout this prospectus. We have agreed to~~the ~~pay~~Nasdaq ~~the~~Capital ~~placement~~Market, ~~agent~~any ~~the~~other ~~placement~~national ~~agent~~securities ~~fees~~exchange ~~set~~or ~~forth~~any inother ~~the~~trading ~~table below~~system. ~~See “Plan of Distribution” in this prospectus for more information.~~

~~The~~We ~~final~~are ~~public~~a ~~offering~~“smaller ~~price~~reporting ~~of the securities~~company” ~~sold~~under inapplicable ~~this~~federal ~~offering~~securities ~~will~~laws beand ~~determined~~are ~~between~~subject ~~us,~~to ~~the~~reduced ~~placement~~public ~~agent,~~company ~~and~~reporting ~~the~~requirements. ~~investors~~Investing in ~~the~~our ~~offering~~securities involves ~~and may be at~~ a ~~discount~~high ~~to the~~degree ~~current market price~~ of ~~our common stock~~risk. ~~Therefore,~~See the ~~recent~~section ~~market~~entitled ~~price~~“Risk ~~used~~Factors” ~~throughout~~beginning ~~this~~on ~~prospectus~~page ~~will not be indicative of the actual public offering price~~6.

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 5.

	Per Unit⁽¹⁾	Total⁽²⁾

Public offering price	$	$
Underwriting discount⁽³⁾	$	$
Proceeds, before expenses, to us	$	$

			Per Share		Total
(1)	Units consist of one share of common stock (or a Pre-Funded Warrant in lieu thereof) and one warrant to purchase one share of common stock.
Public offering price		$		$
(2)	We have granted the underwriters an option to purchase an additional [●] shares of common stock and/or Pre-Funded Warrants and/or warrants to purchase [●] additional shares of common stock from us (being up to 15% of the shares of common stock (including shares underlying Pre-Funded Warrants) and/or up to 15% of the warrants sold in this offering), in any combination thereof, at the public offering price per share and public offering price per warrant, respectively, less the underwriting discounts and commissions, until the earlier of 45 days from the date of this prospectus or May 14, 2026.
Placement agent fees(1)		$		$
(3)	The underwriting discount shall equal 7.5% of the gross proceeds of the securities sold by us in this offering. The underwriter will receive compensation in addition to the underwriting discount described above. See “Underwriting” for a description of compensation payable to the underwriter.
Proceeds, before expenses, to us		$		$

(1) Represents a cash fee equal to 8.0% of the aggregate purchase price paid by investors in this offering. Does not include certain out-of-pocket expenses of the placement agent that are reimbursable by us. See “Plan of Distribution” beginning on page 8 of this prospectus for a description of the compensation to be received by the placement agent.

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 ~~Common~~stock, ~~Stock~~Pre-Funded Warrants, and warrants against payment therefor will be made on or before , ~~2023~~2026.

~~Maxim~~Dawson ~~Group~~James ~~LLC~~Securities, Inc.

Subject to completion, the date of this prospectus is ~~September 19~~[●], ~~2023~~2026.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	56
Use of Proceeds	810
Plan of Distribution	8
Underwriting	11
Market Price and Dividend Policy	1314
Dilution	1415
Capitalization	1516
Security Ownership of Certain Beneficial Owners and Management	1517
Description of Securities	1718
Certain Provisions of Delaware Law and our Charter and Bylaws	1720
Legal Matters	1922
Experts	1922
Where You Can Find More Information	19
Interest of Named Experts and Counsel	22
Incorporation of Certain Documents by Reference	20
Where You Can Find More Information	23
Disclosure of Commission Position on Indemnification	20
Incorporation of Certain Documents by Reference	24
Disclosure of Commission Position on Indemnification	24

You should rely only on the information incorporated by reference or provided in this prospectus, any prospectus supplement and the registration statement. We have not, and the ~~placement~~underwriter ~~agent~~ has not, authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any state where the offer or sale is not permitted. You should assume that the information in this prospectus and any prospectus supplement, or incorporated by reference, is accurate ~~only~~ only as of the dates of those documents. Our business, financial condition, results of operations and prospects may have changed since ~~those~~ those dates.

ABOUT THIS PROSPECTUS

We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus before deciding to invest in our securities.

We have not, and the ~~placement~~underwriter ~~agent~~ has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and ~~can~~ can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell ~~only~~ only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document filed with the Securities and Exchange Commission (the “SEC”) before the date of this prospectus and incorporated by reference herein, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

Unless otherwise indicated, all information contained or incorporated by reference in this prospectus concerning our industry in general or any portion thereof, including information regarding our general expectations and market opportunity, is based on management’s estimates using internal data, data from industry related publications, consumer research and marketing studies or other externally obtained data.

For investors outside the ~~United~~ United States: We have not, and the ~~placement~~underwriter ~~agent~~ has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the ~~United~~ United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the ~~offering~~ offering of the securities and the distribution of this prospectus outside the United States.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part and in any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

The Sonoma Pharmaceuticals logo and other trademarks or service marks of Sonoma Pharmaceuticals, Inc. appearing in this prospectus are the property of Sonoma Pharmaceuticals, Inc. All other brand names or trademarks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® or TM symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

When used in this prospectus, the words “expect,” “believe,” “anticipate,” “estimate,” “may,” “could,” “intend,” and similar expressions are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our device, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

●· our expectations regarding future revenues and profitability; ●· our expectations regarding future growth; ●· our expectations concerning future product research, development, clinical trial and commercialization activities and related costs; ●· our expectations regarding product development timelines; ●· our ability to successfully commercialize and market our product candidates in development, if approved; ●· matters relating to the manufacture of our commercial products; ●· our strategies and opportunities; ●· the potential market size, opportunity and growth potential for our product candidates, if approved; ●· anticipated trends in our markets; ●· anticipated dates for commencement or completion of clinical trials; ●· our expectations concerning regulatory matters concerning our product candidates, including the timing of anticipated regulatory filings; ●· our liquidity needs and need for future funding and working capital; ●· our need to raise additional capital and our ability to obtain sufficient funding to support our planned activities; ●· our expectations regarding future expense, profit, cash flow, or balance sheet items or any other guidance regarding future periods; ●· the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing; ●· our ability to continue as a going concern; ●· the impact of the health emergencies or global geopolitical events on our business; ●· the success, safety and efficacy of our drug products; ●· accounting principles; ●· the potential outcome of any litigation or legal proceedings; ●· the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; ●· the volatility of the price of our common stock; ●· our financial performance; and ●· other factors described from time to time in documents that we file with the SEC.

Such statements are not historical facts, but are based on our current expectations and projections about future events. They are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements.

iii

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus. You should not rely upon forward-looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

We will continue to file annual, quarterly and current reports, proxy statements and other information with the SEC. Forward-looking statements speak only as of the dates specified in such filings. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after any such date, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this prospectus or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus or incorporated by reference. This summary does not contain all of the information you should consider before buying shares of our Securities. You should read the entire prospectus carefully, especially the risks of investing in our Securities that we describe under “Risk Factors” and our consolidated financial statements appearing in our annual and periodic reports incorporated in this prospectus by reference, before deciding to invest in our securities. Unless the context requires otherwise, references to “Sonoma,” “the Company,” “the Registrant,” “we,” “our” and “us” refer to Sonoma Pharmaceuticals, Inc.

Company Overview

Sonoma Pharmaceuticals is a global scientific healthcare company that pioneered the use of hypochlorous acid (HOCl) in the specialty pharmaceutical sector with over 20 years of experience developing and manufacturing HOCl products. We develop safe and effective solutions that provide fast relief and are free from side effects and other limitations. Our primary focus is developing innovative solutions for dermatological conditions, wound care, eye care, oral care, podiatry, animal health care and non-toxic disinfectants. We believe our products, which are sold throughout the United States and internationally, have improved patient outcomes for millions of patients by treating and reducing certain skin diseases including acne, atopic dermatitis, scarring, infections, itch, pain and harmful inflammatory responses, without a single report of serious adverse effect.Business

WeSonoma ~~have~~Pharmaceuticals 21is ~~U.S.~~a ~~FDA~~global ~~clearances~~scientific ashealthcare company ~~510~~that pioneered the use of hypochlorous acid (kHOCl) ~~medical devices,~~in CEthe ~~marks~~specialty ~~for~~pharmaceutical sector with over 3920 ~~products,~~years ~~and~~of ~~extensive~~experience ~~worldwide~~developing and ~~regulatory~~manufacturing ~~clearances~~HOCl products. We ~~have~~develop asafe ~~pharmaceutical-grade~~and ~~manufacturing~~effective ~~facility in~~solutions ~~Guadalajara,~~that ~~Mexico,~~provide fast relief and aare ~~robust~~free from side effects and ~~diverse~~other limitations. ~~international~~Our ~~partner~~primary ~~network~~focus ~~selling~~is ~~into~~developing ~~over~~innovative 55solutions ~~countries~~for dermatological conditions, wound care, eye care, podiatry, animal health care and non-toxic disinfectants. Our ~~core~~products ~~strategy~~are isclinically proven to reduce itch, pain, scarring, and irritation safely and ~~work~~without ~~with~~damaging ~~partners~~healthy ~~both~~tissue. inWe believe our products, which are sold throughout the United States and ~~around~~internationally, ~~the~~have ~~world~~improved outcomes tofor ~~market~~millions ~~and~~of ~~distribute~~patients ~~our~~with ~~products~~skin diseases including acne, ~~and~~atopic indermatitis, ~~some~~scarring, ~~cases~~infections, weitch, ~~also~~pain ~~market~~ and ~~sell~~harmful ~~our~~inflammatory responses, ~~own~~without ~~direct-to-consumer~~a ~~and~~single ~~office~~report ~~dispense~~of ~~products~~serious adverse effect.

We have 22 U.S. FDA clearances as 510(k) medical devices and extensive worldwide regulatory clearances. We sell products for dermatological and advanced tissue care with a European Conformity marking, or CE, and in January 2025 we received an updated CE certificate under the new EU Medical Devices Regulation covering all of our commercialized products in Europe. We have a pharmaceutical-grade manufacturing facility in Guadalajara, Mexico, and a robust and diverse international partner network selling into over 55 countries. Our core strategy is to work with partners both in the United States and around the world to market and distribute our products, and in some cases we also market and sell our own direct-to-consumer and office dispense products.

Our key business channels and products include:

Dermatology

In the United States, we sell prescription and office dispense dermatology products including Epicyn® Facial Cleanser, Levicyn® Antimicrobial Dermal Spray, Levicyn Gel, Levicyn Spray Gel, Celacyn® Scar Management Gel. We also relaunched over-the-counter Lasercyn® Dermal ~~dermatology~~Spray ~~products~~and ~~including:~~Lasercyn Gel.

·We ~~Regenacyn®~~also ~~Advanced~~sell ~~Scar Gel, which is clinically proven to improve~~ over-the-counter ~~overall~~dermatology ~~appearance of scars while reducing pain, itch, redness, and inflammation~~products including:

· Regenacyn® Advanced Scar Gel, which is clinically proven to improve the overall appearance of scars while reducing pain and itch · 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 · Lumacyn® Clarifying Mist, an all-natural daily toner to soothe skin

·We ~~Rejuvacyn®~~sell ~~Advanced~~dermatology ~~Skin~~products ~~Repair~~in ~~Cooling~~Europe ~~Mist,~~and ~~for~~Asia ~~management~~through a ofdistributor ~~minor skin irritations following cosmetic procedures as well as daily skin health and hydration~~network.

We also sell a line of prescription strength office dispense products exclusively for skin care professionals, including:

· Regenacyn® Plus Scar Gel

· Reliefacyn® Plus Advanced Itch-Burn-Rash-Pain Relief Hydrogel

· Rejuvacyn® Plus Skin Repair Cooling Mist

We sell a pediatric dermatology and wound care product for over-the-counter use, PediacynTM All Natural Skin Care & First Aid For Children. Our consumer products are available through Amazon.com, our website and third-party distributors.

We partner with EMC Pharma, LLC to sell our prescription dermatology products in the United States. We sell dermatology products in Europe and Asia through a distributor network.

First Aid and Wound Care

InOur ~~the~~HOCl-based ~~United States, we sell our Microcyn® technology~~ wound care products ~~directly~~are tointended ~~hospitals,~~for the ~~physicians,~~management ~~nurses,~~of ~~and~~acute ~~other healthcare practitioners~~ and ~~indirectly~~chronic ~~through~~wounds ~~non~~including first-~~exclusive distribution~~ ~~arrangements. In Europe, we sell our wound care products through a diverse network of distributors. Microcyn® OTC Wound~~ and ~~Skin~~second-degree ~~Cleanser~~burns, ~~our~~stage ~~direct to consumer over~~I-~~the-counter~~IV ~~wound~~pressure ~~care~~ulcers, ~~product~~diabetic inulcers ~~the~~and ~~United States~~post-surgical wounds, isand ~~available~~for ~~without~~use awith ~~prescription through~~devices ~~Amazon.com,~~intended ~~our~~to ~~online~~irrigate ~~store and third-party distributors~~wounds.

In ~~June~~the ~~2023~~United States, we ~~announced~~sell ~~a new application of~~ our ~~HOCl~~Microcyn® technology wound ~~for~~care ~~intraoperative~~products ~~pulse~~directly ~~lavage~~to ~~irrigation~~hospitals, ~~treatment~~physicians, ~~which~~nurses, ~~can~~and ~~replace~~other ~~commonly~~healthcare ~~used~~practitioners IVand ~~bags~~indirectly inthrough ~~a variety of surgical~~non-exclusive ~~procedures~~distribution arrangements. ItIn isEurope ~~expected~~and tothe beMiddle ~~ready~~East, ~~for~~we ~~commercial~~sell ~~use~~our inwound ~~Europe~~care inproducts ~~September~~through ~~2023,~~a ~~and~~diverse wenetwork ~~anticipate~~of ~~commercial launch in the U~~distributors.~~S. in 2024.~~

Eye Care

In the United States, weour ~~sell~~prescription ~~Ocucyn®~~product Acuicyn® Eyelid & Eyelash Cleanser ~~directly to consumers on Amazon.com, through our online store, and through third party distributors. Our prescription product Acuicyn™~~ is an ~~antimicrobial~~effective ~~prescription~~ solution for ~~the~~symptoms ~~treatment~~ of blepharitis and the daily hygiene of eyelids and lashes, and helps manage red, itchy, crusty and inflamed eyes~~, and is sold by our partner EMC Pharma through its distribution network~~.

InWe ~~international~~sell ~~markets~~Ocucyn® Eyelid we& ~~rely on distribution~~Eyelash ~~partners~~Cleanser to ~~sell~~consumers through our ~~eye~~online ~~products~~store, ~~which~~and ~~are~~third ~~sold~~party ~~under~~distributors. ~~private~~Ocucyn ~~labels~~is indesigned ~~Italy,~~for ~~Germany,~~everyday ~~Spain,~~use ~~Portugal~~as a safe, ~~France~~gentle, ~~the~~and effective ~~United~~solution ~~Kingdom,~~ for good eyelid and ~~parts~~eyelash ofhygiene. ~~Asia~~In international markets we rely on distribution partners to sell our eye products.

Oral, Dental and Nasal Care

We sell oral, dental, and nasal products around the world, including:

· Endocyn®, a biocompatible root canal irrigant sold through U.S.-based distributors

· Microdacyn60® Oral Care, which treats mouth and throat infections and thrush

· Sinudox Hypotonic Nasal Hygiene, which clears and cleans a blocked nose, stuffy nose and sinuses by ancillary ingredients that may have a local antimicrobial effect and is sold through Amazon in Europe. In other parts of the world, we partner with distributors to sell Sinudox.

Podiatry

~~PodiacynTM~~Podiacyn® Advanced Everyday Foot Care is sold direct to consumers for over-the-counter use in the United States and 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.

Animal Health Care

In the U.S. and Canada, we partner with Manna Pro Products, LLC to distribute non-prescription MicrocynAH^® products to national pet-store retail chains, farm animal specialty stores. MicrocynAH is intended for the safe and rapid treatment of a variety of animal afflictions including cuts, burns, lacerations, rashes, hot spots, rain rot, post-surgical sites, pink eye symptoms and wounds to the outer ear of any animal. For the Asian and European markets, we partner with Petagon, Limited to sell MicrocynAH.

We also sell a line of animal health products exclusively for veterinarians, MicrocynVS^®, intended for the management of wound, skin, ear and eye afflictions in all animal species.

Surface Disinfectants

~~Nanocyn®~~Our ~~Disinfectant~~HOCl &technology ~~Sanitizer~~has isbeen ~~a medical-grade~~formulated ~~surface~~as a disinfectant and sanitizer solution ~~used~~and inis ~~hospitals~~sold ~~worldwide~~in tonumerous ~~protect~~countries. ~~doctors~~It ~~and~~is ~~patients.~~designed Weto ~~sell~~be ~~Nanocyn~~used ~~through~~to ~~our~~spray ~~partner MicroSafe,~~ in ~~Europe,~~aerosol ~~the~~format ~~Middle~~in ~~East~~areas and ~~Australia.~~environments Inlikely ~~April~~to ofserve as ~~2022,~~a ~~MicroSafe~~breeding ~~secured~~ground for the ~~EPA~~spread ~~approval~~of ~~for~~infectious ~~Nanocyn®~~disease, ~~Disinfectant &~~which ~~Sanitizer~~could toresult ~~be sold~~ in ~~the~~epidemics ~~United~~or ~~States as a surface disinfectant~~pandemics. ~~Nanocyn~~Through isour ~~included~~distribution onparter, we ~~the~~sell ~~EPA’s~~hard ~~lists~~surface ~~for~~disinfectant ~~use~~products ~~against COVID-19,~~into ~~Ebola virus~~Europe, ~~Mpox,~~the ~~SARS-CoV-2,~~Middle ~~MRSA,~~East ~~Salmonella, Norovirus, Poliovirus,~~ and ~~as a fungicide~~Australia.

Corporate Information

We were initially incorporated as Micromed Laboratories, Inc. in 1999 under the laws of the State of California. We changed our name to Oculus Innovative Sciences, Inc. in 2001. In December 2006 we reincorporated under the laws of the State of Delaware, and in December 2016 we changed our name to Sonoma Pharmaceuticals, Inc. Our principal executive offices are located at 5445 Conestoga Court, Suite 150, Boulder, Colorado 80301. We have two active wholly owned subsidiaries: Oculus Technologies of Mexico, S.A. de C.V., and Sonoma Pharmaceuticals Netherlands, B.V. Our fiscal year end is March 31. Our corporate telephone number is (800) 759-9305.

Risk Factors

Investing in our securities involves a high degree of risk. This prospectus contains a discussion of risks applicable to an investment in the securities offered. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed in the section entitles “Risk Factors” together with all of the other information contained in this prospectus or appearing or incorporated by reference in this prospectus.

Summary of the Offering

Issuer	Sonoma Pharmaceuticals, Inc., a Delaware corporation
Securities offered	Common stock, par value $0.0001 per share
Units offered	Up to [●] units on a firm commitment basis at an assumed public offering price of $2.47 per unit. Each unit consists of one share of common stock (or a Pre-Funded Warrant in lieu thereof) and one warrant to purchase one share of common stock.
Common stock offered by us	Up to 5,000,000 shares of Common Stock
Description of common warrants	The common warrants will be immediately exercisable on the date of issuance and expire on the five-year anniversary of the date of issuance at an initial exercise price per share equal to $[●] (equal to 100% of the public offering price of each unit sold in this offering). This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants. For more information regarding the warrants, you should carefully read the section titled “Description of Securities” in this prospectus.
Common stock outstanding prior to this offering	5,177,889 shares
Description of Pre-Funded Warrants	We are offering Pre-Funded Warrants to purchase shares of our common stock to those purchasers whose purchase of shares of 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 following the consummation of this offering. Each Pre-Funded Warrant will be exercisable for one share of our common stock. The purchase price of each Pre-Funded Warrant will equal the price per share of common stock being sold to the public in this offering minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. There is no expiration date for the Pre-Funded Warrants. There is no established trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. A holder of Pre-Funded Warrants will not have the rights or privileges of holders of our common stock, including any voting rights, until such holder exercises its Pre-Funded Warrants. To better understand the terms of the Pre-Funded Warrants, you should carefully read the “Description of Securities” section of this prospectus.
Common stock to be outstanding after this offering	10,177,889 shares
Over-allotment option	We have granted the underwriters an option to purchase up to [*] additional shares of common stock (or Pre-Funded Warrants in lieu of shares of common stock), at the public offering price, less underwriting discounts and commissions, and up to an additional [●] warrants at a nominal price within 45 days from the date of this prospectus, to cover over-allotment sales.
Use of proceeds	We intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page 8 of this prospectus.
Assumed public offering price per unit	$[●]
Risk factors	Investment in our Common Stock involves a high degree of risk. See “Risk Factors” on page 5 of this prospectus, as well as the other information included in or incorporated by reference in this prospectus, for factors to consider before deciding to purchase our securities.
Common stock outstanding prior to this offering	1,741,424 shares(1)
Reasonable best efforts	We have agreed to offer and sell the Securities offered hereby to the purchasers through the placement agent. The placement agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page 8 of this prospectus.
Common stock to be outstanding after this offering	[●] shares of common stock, based on the assumed offering price per unit set forth above and an aggregate offering amount of $5,000,000, assuming the exercise of all Pre-Funded Warrants issued in this offering and no exercise of the warrants being offered in this offering.
Nasdaq Capital Market stock symbol	SNOA

Underwriter’s warrant	Upon the closing of this offering, we have agreed to issue to Dawson James Securities, Inc. (or its permitted assignees) a warrant to purchase a number of our shares of common stock equal to an aggregate of up to 5% of the total number of securities sold in this offering, including securities sold under the underwriter’s overallotment option (the “Underwriter’s Warrant”). The Underwriter’s Warrant will have an exercise price equal to 110% of the public offering price of the Units sold in this offering and may be exercised on a cashless basis. The Underwriter’s Warrant is non-exercisable for six months from the commencement of sales closing of this offering, and will expire three years after the commencement of sales of this offering. This prospectus also covers the shares of common stock issuable upon exercise of the Underwriter's Warrant.

Use of proceeds	We intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page 10 of this prospectus.

Risk factors	Investment in our Common Stock involves a high degree of risk. See “Risk Factors” on page 6 of this prospectus, as well as the other information included in or incorporated by reference in this prospectus, for factors to consider before deciding to purchase our securities.

Stock exchange listing	Our common stock is listed on the Nasdaq Capital Market under the symbol “SNOA.” We do not intend to list the warrants or the Pre-Funded Warrants offered hereunder on any stock exchange. There are no established public trading markets for the warrants or the Pre-Funded Warrants, and we do not expect such markets to develop. Without an active trading market, the liquidity of the warrants and Pre-Funded Warrants will be limited.

(1)

Except as otherwise noted, all information in this prospectus reflects no exercise of the warrants or Pre-Funded Warrants issued in this offering.

RISK FACTORS

Investing in the Securities involves a high degree of risk. Before investing in the Securities, you should carefully consider the risks described below, together with all of the other information contained in this prospectus or appearing or incorporated by reference in this prospectus. Some of these factors relate principally to our business and the industry in which we operate. Other factors relate principally to your investment in the Securities. The risks and uncertainties described therein and below are not the only risks we face, but those that we consider to be material. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business and operations. If any of the matters included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially and adversely affected. In such case, you may lose all or part of your investment. Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Common Stock

The market price of the Common Stock may be volatile, and the value of your investment could decline significantly.

The trading price for the Common Stock has been, and we expect it to continue to be, volatile. The price at which the Common Stock trades depends upon a number of factors, including our historical and anticipated operating results, our financial situation, announcements of new products by us or our competitors, our ability or inability to raise the additional capital we may need and the terms on which we raise it, and general market and economic conditions. Some of these factors are beyond our control. Broad market fluctuations may lower the market price of the Common Stock and affect the volume of trading in our stock, regardless of our financial condition, results of operations, business or prospects. It is impossible to assure you that the market price of our shares of Common Stock will not fall in the future.

Our operating results may fluctuate, which could cause our stock price to decrease.

Fluctuations in our operating results may lead to fluctuations, including declines, in our share price. Our operating results and our share price may fluctuate from period to period due to a variety of factors, including:

· demand by physicians, other medical staff and patients for our HOCl-based products; · reimbursement decisions by third-party payors and announcements of those decisions; · clinical trial results published by others in our industry and publication of results in peer-reviewed journals or the presentation at medical conferences; · the inclusion or exclusion of our HOCl-based products in large clinical trials conducted by others; · developments or disputes concerning our intellectual property or other proprietary rights; · issues in manufacturing our product candidates or products; · new or less expensive products and services or new technology introduced or offered by our competitors or by us; · the development and commercialization of product enhancements; · changes in the regulatory environment;

~~· reimbursement decisions by third-party payors and announcements of those decisions;~~6

· ~~clinical~~delays ~~trial~~in ~~results~~establishing ~~published~~new strategic relationships; · costs associated with collaborations and new product candidates; · introduction of technological innovations or new commercial products by ~~others~~us inor our ~~industry~~competitors; ~~and~~· ~~publication~~litigation or public concern about the safety of ~~results~~our product candidates or products; · changes in ~~peer-reviewed~~recommendations ~~journals~~of securities analysts or ~~the~~lack ~~presentation~~of atanalyst ~~medical~~coverage; ~~conferences~~· failure to meet analyst expectations regarding our operating results; · additions or departures of key personnel; and · general market conditions.

· the inclusion or exclusion of our HOCl-based products in large clinical trials conducted by others;

· actual and anticipated fluctuations in our quarterly financial and operating results;

· developments or disputes concerning our intellectual property or other proprietary rights;

· issues in manufacturing our product candidates or products;

· new or less expensive products and services or new technology introduced or offered by our competitors or by us;

· the development and commercialization of product enhancements;

· changes in the regulatory environment;

· delays in establishing new strategic relationships;

· costs associated with collaborations and new product candidates;

· introduction of technological innovations or new commercial products by us or our competitors;

· litigation or public concern about the safety of our product candidates or products;

· changes in recommendations of securities analysts or lack of analyst coverage;

· failure to meet analyst expectations regarding our operating results;

· additions or departures of key personnel; and

· general market conditions.

Variations in the timing of our future revenues and expenses could also cause significant fluctuations in our operating results from period to period and may result in unanticipated earning shortfalls or losses. In addition, The Nasdaq Capital Market, in general, and the market for life sciences companies, in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

Anti-takeover provisions in our certificate of incorporation and bylaws and under Delaware law may make it more difficult for stockholders to change our management and may also make a takeover difficult.

Our corporate documents and Delaware law contain provisions that limit the ability of stockholders to change our management and may also enable our management to resist a takeover. These provisions include:

· the ability of our Board of Directors to issue and designate, without stockholder approval, the rights of up to 714,286 shares of convertible preferred stock, which rights could be senior to those of common stock; · limitations on persons authorized to call a special meeting of stockholders; and · advance notice procedures required for stockholders to make nominations of candidates for election as directors or to bring matters before meetings of stockholders.

· limitations on persons authorized to call a special meeting of stockholders; and

· advance notice procedures required for stockholders to make nominations of candidates for election as directors or to bring matters before meetings of stockholders.

We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits “business combinations” between a publicly held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who became a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that such stockholder became an interested stockholder.

These provisions might discourage, delay or prevent a change of control in our management. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors and cause us to take other corporate actions. In addition, the existence of these provisions, together with Delaware law, might hinder or delay an attempted takeover other than through negotiations with our Board of Directors.

Our stockholders may experience substantial dilution in the value of their investment if we issue additional shares of our capital stock or other securities convertible into common stock.

Our Restated Certificate of Incorporation, as amended, allows us to issue up to 2450,000,000 shares of our common stock and to issue and designate, without stockholder approval, the rights of up to 714,286 shares of preferred stock. In the event we issue additional shares of our capital stock, dilution to our stockholders ~~could~~ could result. In addition, if we issue and designate a class of convertible preferred stock, these securities may provide for rights, ~~preferences~~ preferences or privileges senior to those of holders of our common stock. Additionally, if we issue preferred stock, it may convert into common stock at a ratio of 1:1 or greater because our Restated Certificate of Incorporation, as amended, allows us to designate a conversion ~~ratio~~ ratio without limitations.

6Shares issuable upon the exercise of outstanding options may substantially increase the number of shares available for sale in the public market and depress the price of our common stock.

~~Shares~~As ~~issuable~~of ~~upon~~December ~~the~~31, ~~conversion~~2025, ofoptions ~~warrants~~to purchase an aggregate orof ~~preferred~~63,663 shares of our common stock orwere ~~the~~outstanding at a weighted average exercise price of $44.82 per share, and 82,000 restricted stock awards outstanding. In addition, 157,574 shares of our common stock were available on December 31, 2025 for future option grants under our 2016 Equity Incentive Plan and our 2024 Equity Incentive Plan. To the extent any of these options ~~may~~are ~~substantially~~exercised and any additional options are granted and exercised, there will be further dilution to stockholders and investors. Until the options and warrants expire, these holders will have an opportunity to profit from any increase in the ~~number~~market price of ~~shares~~our ~~available~~common ~~for~~stock ~~sale~~without inassuming the ~~public~~risks ~~market~~of ownership. Holders of options and ~~depress~~warrants may convert or exercise these securities at a time when we could obtain additional capital on terms more favorable than those provided by the ~~price~~options or warrants. The exercise of the options and warrants will dilute the voting interest of the owners of presently outstanding shares by adding a substantial number of additional shares of our common stock.

As of June 30, 2023, we had outstanding warrants exercisable for an aggregate of 103,000 shares of our common stock at a weighted average exercise price of approximately $9.32 per share. We also had units convertible into 46,000 shares of common stock at an exercise price of $11.25 per unit. In addition, as of June 30, 2023, options to purchase an aggregate of 547,000 shares of our common stock were outstanding at a weighted average exercise price of $11.92 per share and a weighted average contractual term of 1.93 years. In addition, 628,547 shares of our common stock were available on June 30, 2023 for future option grants under our 2016 Equity Incentive Plan and our 2021 Equity Incentive Plan. To the extent any of these warrants or options are exercised and any additional options are granted and exercised, there will be further dilution to stockholders and investors. Until the options and warrants expire, these holders will have an opportunity to profit from any increase in the market price of our common stock without assuming the risks of ownership. Holders of options and warrants may convert or exercise these securities at a time when we could obtain additional capital on terms more favorable than those provided by the options or warrants. The exercise of the options and warrants will dilute the voting interest of the owners of presently outstanding shares by adding a substantial number of additional shares of our common stock.

We have filed several registration statements with the SEC, so that substantially all of the shares of our common stock which are issuable upon the exercise of outstanding warrants and options may be sold in the public market. The sale of our common stock issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our common stock.

Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our common stock.

Nasdaq monitors our ongoing compliance with its minimum listing requirements. If we fail to satisfy the continued listing requirements of the Nasdaq Capital Market, such as the minimum closing bid price requirement and corporate governance requirements, Nasdaq may take steps to delist our common stock. In January 2026, Nasdaq filed a proposed rule change with the Securities and Exchange Commission to adopt a continued listing requirement requiring companies listed on the Nasdaq Capital Market to maintain a minimum Market Value of Listed Securities of $5 million. If adopted, companies that fail to maintain this threshold for a specified period may be subject to immediate suspension and delisting without a compliance period.

The delisting of our common stock from Nasdaq would have a material adverse effect on our access to capital markets, and any limitation on market liquidity or reduction in the price of its common stock as a result of that delisting would adversely affect our ability to raise capital on terms acceptable to the Company, if at all.

Risks Related to this Offering

We will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and other stockholders may disagree.

We intend to use the net proceeds from this offering for general corporate purposes, new product launches and working capital. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business or cause the price of our common stock to decline.

~~This is a best efforts offering, no minimum amount of Securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.~~ 8

The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the Securities being offered in this offering. The placement agent has no obligation to buy any of the Securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the Securities. There is ~~no required minimum number of Securities or amount of proceeds that must be sold as a condition to completion of this offering. Because there~~ is no ~~minimum~~public ~~offering~~market amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to fund for ~~our operations as described in~~ the ~~“Use~~warrants ~~of Proceeds” section herein. Thus, we may not raise the amount of capital we believe is required~~or ~~for~~Pre-Funded ~~our operations and may need to raise additional funds, which may not be available or available on terms acceptable to us~~Warrants.

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

Absence of a public trading market for the Pre-Funded Warrants may limit your ability to resell the Pre-Funded Warrants.

There is no established trading market for the Pre-Funded Warrants to be issued pursuant to this offering, and they will not be listed for trading on Nasdaq or any other securities exchange or market. Purchasers of the Pre-Funded Warrants may be unable to resell the Pre-Funded Warrants or sell them only at an unfavorable price for an extended period of time, if at all.

The warrants in this offering are speculative in nature.

The warrants and Pre-Funded Warrants in this offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price. Specifically, a holder of a Pre-Funded Warrant may exercise the right to acquire common stock and pay a nominal exercise price of $[●] at any time, and a holder of a warrant may exercise the right to acquire common stock and pay an exercise price of $[●] per share beginning on the date of issuance. In addition, following this offering, the market value of the warrants and Pre-Funded Warrants, if any, is uncertain and there can be no assurance that the market value of the warrants or Pre-Funded Warrants will equal or exceed their imputed offering price. The warrants and Pre-Funded Warrants will not be listed or quoted for trading on any market or exchange. Upon exercise of the warrants or Pre-Funded Warrants, the holders thereof will be entitled to exercise the rights of a holder of shares of our common stock only as to matters for which the record date occurs after the exercise date.

Holders of the warrants and Pre-Funded Warrants will not have rights of holders of our common stock until such warrants or Pre-Funded Warrants are exercised.

Until holders of warrants or Pre-Funded Warrants acquire shares of our common stock upon exercise thereof, holders of warrants or Pre-Funded Warrants will have no rights with respect to the shares of our common stock underlying such securities. Upon exercise of the warrants or Pre-Funded Warrants, the holders will be entitled to exercise the rights of a holder of our common stock only as to matters for which the record date occurs after the exercise.

Purchasers in this offering may suffer immediate and substantial dilution in the net tangible book value per share of our common stock.

Because the price per share of Common Stock in ~~this~~ this offering may be substantially higher than the net tangible book value per share of Common Stock as of ~~June~~December 3031, ~~2023~~2025, investors in this offering may suffer immediate and substantial dilution in the net tangible book value per share of Common Stock. ~~The~~After ~~shares~~giving ~~in this~~effect ~~offering~~to ~~will~~the besale ~~sold~~of atCommon ~~market~~Stock ~~prices~~in ~~which may fluctuate substantially. After giving effect to~~ the ~~sale~~aggregate amount of $5,000,000, ~~shares~~or of2,024,091 ~~Common Stock~~shares at a price of $12.0047 per share, ~~and~~which ~~after~~is ~~deducting~~equal to the ~~placement~~closing ~~agent~~price ~~fees~~of ~~and~~our ~~estimated~~common ~~offering~~stock ~~expenses~~on ~~payable~~the byNasdaq ~~us,~~Capital ~~you~~Market ~~would not~~on ~~experience~~March ~~any~~18, ~~immediate dilution. However~~2026, iffor aaggregate ~~new~~proceeds ~~investor~~of ~~purchases~~approximately ~~shares~~$5,000,000, and toafter bededucting ~~sold in this offering at a per share price above~~ the ~~adjusted~~underwriter ~~net~~fees ~~tangible~~and ~~book~~estimated ~~value~~offering ~~per~~expenses ~~share~~payable ofby ~~our common stock~~us, you ~~could~~would ~~suffer~~experience ~~immediate~~dilution ~~and~~of ~~substantial dilution~~$0.36 per shares. See the section entitled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. ~~In In addition, upon the exercise of any of our outstanding options or warrants, investors will incur further dilution.~~

7A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock.

A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. If there are more shares of our common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of our common stock and sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction or further registration under the Securities Act.

USE OF PROCEEDS

We estimate that the net proceeds to us from the ~~sale~~ sale of shares of ~~Common~~common ~~Stock~~stock and Pre-Funded Warrants in this offering, after deducting ~~placement~~underwriter ~~agent~~ fees and estimated offering expenses payable by us, will be approximately $4.4548 million, based on a public offering price of $12.0047 per share and accompanying warrant, and a public offering price of $[●] per Pre-Funded Warrant and accompanying warrant, the closing sale price of our ~~Common~~common ~~Stock~~stock on the ~~Nasdaq~~ Nasdaq Capital Market on ~~September~~March 1318, ~~2023. However~~2026, ~~because this is a best efforts offering~~ and ~~there~~an isaggregate ~~no minimum~~ offering amount ~~required~~ ~~as a condition to the closing~~ of ~~this offering~~$5,000,000. ~~the~~We ~~actual~~will ~~offering~~receive ~~amount,~~additional ~~the~~proceeds ~~placement~~from ~~agent’s~~the ~~fees~~ warrants and ~~net~~nominal proceeds to usfrom ~~are~~the ~~not~~Pre-Funded ~~presently~~Warrants ~~determinable~~to ~~and may be substantially less than~~ the ~~maximum~~extent ~~amounts~~such ~~set~~warrants ~~forth~~and onPre-Funded ~~the~~Warrants ~~cover~~are ~~page~~exercised offor ~~this~~cash ~~prospectus~~once exercisable.

We intend to use the net proceeds from the sale of the Securities offered by this prospectus for general corporate purposes. General corporate purposes may include additions to working capital, research and development, financing of capital expenditures, and future acquisitions and strategic investment opportunities.

PLAN OF DISTRIBUTION

Maxim Group LLC is acting as our exclusive placement agent to solicit offers to purchase the securities offered by this prospectus. We and the placement agent intend to enter into a placement agency agreement with respect to the shares of Common Stock being offered hereby. The placement agent is not purchasing or selling any securities, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of securities, other than to use its “reasonable best efforts” to arrange for the sale of the securities by us. Therefore, we may not sell the entire amount of Securities being offered. There is no minimum amount of proceeds that is a condition to closing of this offering. We will enter into one or more securities purchase agreements directly with the investors, at each investor’s option, who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering. The placement agent may engage one or more subagents or selected dealers in connection with this offering.

The placement agency agreement will provide that the placement agent’s obligations are subject to conditions contained in the placement agency agreement and the securities purchase agreement, as applicable.

We will deliver the shares of Common Stock being issued to the investors upon receipt of investor funds for the purchase of the shares of Common Stock offered pursuant to this prospectus. We anticipate that the initial delivery of the shares of Common Stock being offered pursuant to this prospectus on or about ________, 2023.

Placement Agent Fees, Commissions and Expenses

Upon the closing of this offering, we will pay the placement agent a cash transaction fee equal to 8.0% of the aggregate gross cash proceeds to us from the sale of the Securities in the offering. Pursuant to the placement agency agreement, we will agree to reimburse the placement agent for its expenses in connection with the offering payable by us, in an aggregate amount not to exceed $75,000.

The following table shows the public offering price, placement agent fees and proceeds, before expenses, to us.

		Per Share of Common Stock		Total
Public offering price	$		$
Placement agent fees (8.0%)	$		$
Proceeds, before expenses, to us	$		$

We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the placement agent commission, will be approximately $_____, all of which are payable by us.

Indemnification

We have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the placement agent agreement and to contribute to payments that the placement agent may be required to make for these liabilities.

Regulation M

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent acting as principal. Under these rules and regulations, the placement agent (i) may not engage in any stabilization activity in connection with our securities and (ii) may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Determination of Offering Price

The actual public offering price of the shares of Common Stock we are offering will be determined by negotiations between us, the placement agent and the investors in the offering; among the factors considered in determining such public offering price are our historical performance and capital structure, prevailing market conditions, and overall assessment of our business.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the placement agent. In connection with the offering, the placement agent or selected dealers may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

Other than the prospectus in electronic format, the information on the placement agent’s website and any information contained in any other website maintained by the placement agent is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent in its capacity as placement agent and should not be relied upon by investors.

Lock-Up Agreements and Trading Restrictions

We, each of our officers and directors and executive officers have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for our common stock for a period of six (6) months after this offering is completed without the prior written consent of the placement agent.

The placement agent may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-up period.

Listing

Our Common Stock is listed on the Nasdaq Stock Market under the symbol “SNOA”.

Other Relationships

The placement agent and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In the course of its businesses, the placement agent and its affiliates may actively trade our securities or loans for its own account or for the accounts of customers, and, accordingly, the placement agent and its affiliates may at any time hold long or short positions in such securities or loans.

Except for services provided in connection with this offering, and except as set forth in this section, the placement agent has not provided any investment banking or other financial services during the 180-day period preceding the date of this prospectus and we do not expect to retain the placement agent to perform any investment banking or other financial services for at least 90 days after the date of this prospectus.

Lock-Up Agreements

Our directors and officers have entered into lock-up agreements. Under these agreements, these individuals agreed, subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, common stock during a period ending six months after the completion of this offering, without first obtaining the written consent of the placement agent. Specifically, these individuals agreed, in part, subject to certain exceptions, not to:

· offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of common stock or securities convertible into or exercisable or exchangeable for common stock; · enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock; or · make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any of our securities.

Right of First Refusal

For a period of five (5) months from the Closing of this Offering, we granted the placement agent the right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt and loans against tax credits) offerings for which we retain the service of an underwriter, agent, advisor, finder or other person or entity in connection with such offering during such five (5) month period.

Selling Restrictions

Notice to Investors in Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the placement agent is not required to comply with the disclosure requirements of NI 33-105 regarding underwriters conflicts of interest in connection with this offering.

~~Notice to Investors in the United Kingdom~~ UNDERWRITING

InWe ~~relation~~have toentered ~~each~~into ~~Member~~an ~~State~~underwriting ofagreement ~~the European~~with ~~Economic Area which has implemented~~ the ~~Prospectus~~underwriters ~~Directive~~named ~~(each,~~below awith ~~“Relevant~~respect ~~Member State”) an offer~~ to the ~~public~~units ofdescribed ~~any securities~~in ~~which are the subject of the offering contemplated by~~ this prospectus. Subject ~~may~~to ~~not~~certain beconditions, ~~made~~we inhave ~~that Relevant Member State except~~agreed ~~that~~to ansell ~~offer~~ to the ~~public~~underwriters, inand ~~that~~the ~~Relevant~~underwriters ~~Member~~have ~~State~~agreed ofto ~~any~~purchase, ~~such~~the ~~securities~~number ~~may~~of beunits ~~made~~set atforth ~~any~~below ~~time~~opposite ~~under~~each ~~the following exemptions~~underwriter’s ~~under~~name. ~~the~~Dawson ~~Prospectus~~James ~~Directive~~Securities, ifInc. ~~they~~(“Dawson”) ~~have~~is ~~been~~acting ~~implemented~~as inrepresentatives ~~that~~of ~~Relevant~~the ~~Member State:~~underwriters.

~~(a)~~Underwriter toNumber ~~legal~~of ~~entities~~Units ~~which~~Dawson ~~are~~James ~~authorized or regulated to operate in the financial markets or~~Securities, ifInc. ~~not so authorized or regulated, whose corporate purpose is solely to invest in securities;~~Total

The underwriters are offering the units subject to their acceptance of the common stock (bor Pre-Funded Warrants in lieu thereof) and the warrants comprising the units from us and subject to ~~any~~prior ~~legal~~sale. ~~entity~~The ~~which~~underwriting ~~has~~agreement ~~two~~provides orthat ~~more~~the obligations of ~~(1)~~the anunderwriters ~~average~~to ofpay atfor ~~least~~and ~~250~~accept ~~employees~~delivery ~~during~~of the ~~last~~shares of ~~financial~~our ~~year;~~common stock (2or Pre-Funded Warrants), athe ~~total~~related ~~balance~~warrants ~~sheet~~offered by this prospectus are subject to the approval of ~~more~~certain ~~than~~legal matters ~~€43,000,000~~by their counsel and ~~(3)~~to ancertain ~~annual~~other ~~net~~conditions. ~~turnover~~The underwriters are obligated to take and pay for all of ~~more~~the ~~than~~shares ~~€50,000,000,~~of asour common ~~shown~~stock in(or ~~its~~Pre-Funded ~~last~~Warrants) ~~annual~~and related warrants if any such shares of our common stock (or ~~consolidated~~Pre-Funded ~~accounts;~~Warrants) and related warrants are taken.

~~(c)~~Overallotment ~~by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or~~Option

~~(d)~~We inhave ~~any~~granted ~~other~~to ~~circumstances~~the ~~falling~~underwriters ~~within~~an ~~Article~~option ~~3(2)~~exercisable not oflater than 45 days after the ~~Prospectus~~date ~~Directive,~~of ~~provided~~this ~~that~~prospectus noto ~~such~~purchase ~~offer~~up to [●] additional shares of ~~these~~common ~~securities~~stock ~~shall~~(or ~~result~~Pre-Funded Warrants in alieu ~~requirement~~of ~~for~~shares ~~the~~of ~~publication~~common bystock), at the ~~issuer~~public offering price, less underwriting discounts and commissions, and/or ~~the~~up ~~underwriter~~to of[●] additional warrants at a ~~prospectus~~nominal ~~pursuant~~price, to ~~Article~~cover 3over-allotment ofsales. The underwriters may exercise the ~~Prospectus~~option ~~Directive~~solely to cover overallotments, if any, made in connection with this offering.

~~For~~Underwriting ~~the~~Discounts ~~purposes of this provision, the expression an “offer to the public” in relation to any of the securities in any Relevant Member State means the communication in any form~~ and byExpenses any means of sufficient information on the terms of the offer and any such securities to be offered so as to enable an investor to decide to purchase any such securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression” Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The ~~placement~~following ~~agent~~table ~~has~~summarizes ~~represented,~~the ~~warranted~~underwriting discount and ~~agreed~~commission ~~that:~~to be paid to the underwriters by us..

~~(a)~~Per itUnit ~~has~~Total ~~only~~Total ~~communicated~~with orFull ~~caused~~Exercise toof beOverallotment ~~communicated~~Public ~~and~~offering ~~will~~price ~~only~~$ ~~communicate~~$ or$ ~~cause~~Underwriting discount to be ~~communicated~~paid ~~any invitation or inducement~~ to ~~engage in investment activity (within~~ the ~~meaning~~underwriters ~~of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received~~ by itus in$ ~~connection~~$ ~~with~~$ ~~the~~Proceeds, ~~issue~~before orexpenses, ~~sale of any of the securities in circumstances in which section 21(1) of the FSMA does not apply~~ to ~~the~~us ~~issuer;~~$ ~~and~~$ $

~~(b)~~We itestimate ~~has~~that ~~complied~~the ~~with~~total ~~and~~expenses ~~will~~of ~~comply~~the ~~with~~offering, including ~~all~~registration, ~~applicable~~filing ~~provisions~~and oflisting ~~the~~fees, ~~FSMA~~printing ~~with~~fees ~~respect~~and tolegal ~~anything~~and ~~done~~accounting byexpenses, itbut inexcluding ~~relation~~the toplacement ~~the~~agent ~~securities~~commission, will inbe approximately $150,000, ~~from~~all orof ~~otherwise~~which ~~involving~~are ~~the~~payable ~~United~~by ~~Kingdom~~us.

~~Notice~~We have agreed to ~~Investors~~pay the underwriters an aggregate fee equal to 7.5% of the gross proceeds of this offering and expect the net proceeds from this offering to be approximately $4.48 million after deducting $375,000 in underwriting commissions and $150,000 in our other estimated offering expenses. We have also agreed to pay the ~~European~~underwriters ~~Economic~~a non-accountable expense allowance equal to 1% of the public offering proceeds (excluding the proceeds from the overallotment ~~Area~~option) and an accountable expense allowance for certain of the underwriters’ expenses relating to the offering up to a maximum aggregate amount of $75,000, including the underwriters’ legal fees incurred in this offering.

In particular, this document does not constitute an approved prospectus in accordance with European Commission’s Regulation on Prospectuses no. 809/2004 and no such prospectus is to be prepared and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (being the Directive of the European Parliament and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant Member State) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) an offer of securities to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of securities to the public in that Relevant Member State at any time:

· to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

· to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in the last annual or consolidated accounts; or

· in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. For these purposes the shares offered hereby are “securities.”Indemnification

~~Notice~~We have agreed to ~~Investors~~indemnify inthe ~~Israel~~underwriters against certain liabilities, including liabilities under the Securities Act.

~~This document does not constitute a prospectus under the Israeli Securities Law, 5728~~Lock-~~1968,~~up or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In the State of Israel, this document is being distributed only to, and is directed only at, and any offer of the shares is directed only at, investors listed in the first addendum (as it may be amended from time to time, the “Addendum”) to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals”, each as defined in the Addendum, collectively referred to as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.Agreements

~~Notice~~We have agreed, subject to ~~Investors~~limited exceptions, for a period of 90 days after the closing of this offering, and our officers and directors have agreed, subject to limited exceptions, for a period of 90 days after the closing of this offering, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of common stock or any securities convertible into or exchangeable for our common stock either owned as of the date of the underwriting agreement or thereafter acquired without the prior written consent of Dawson. Dawson may, in ~~Switzerland~~its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.

~~The~~Underwriter’s securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.Warrant

~~Neither~~We ~~this~~have ~~document~~also ~~nor~~agreed ~~any~~to ~~other~~issue ~~offering~~to Dawson (or its permitted ~~marketing~~assignees) ~~material~~a ~~relating~~warrant to ~~the~~purchase ~~offering,~~a ornumber of our shares of common stock equal to an aggregate of up to 5% of the total number of securities sold ~~have~~in ~~been~~this oroffering ~~will~~(the be“Underwriter’s ~~filed~~Warrant”). ~~with~~The orUnderwriter’s ~~approved~~Warrant bywill ~~any~~have ~~Swiss~~an ~~regulatory~~exercise ~~authority.~~price equal Into ~~particular,~~110% of the public offering price of the Units sold in this ~~document~~offering ~~will~~and ~~not~~may be ~~filed~~exercised ~~with~~on a cashless basis. The Underwriter’s Warrant is non-exercisable for six months from the commencement of sales of this offering, and will expire three years after the ~~offer~~commencement of ~~securities~~sales ~~will~~of ~~not~~this beoffering. ~~supervised~~The Underwriter’s Warrant is not redeemable by, us. The Underwriter’s Warrant also provides for unlimited “piggyback” registration rights at our expense with respect to the ~~Swiss~~underlying ~~Financial~~shares ~~Market~~of common ~~Supervisory~~stock ~~Authority~~during ~~FINMA,~~the ~~and~~five year period from the ~~offer~~commencement of ~~securities~~sales ~~has~~of ~~not~~this ~~been~~offering. The Underwriter’s Warrant and ~~will~~the ~~not~~shares of becommon ~~authorized~~stock ~~under~~underlying the ~~Swiss~~Underwriter’s ~~Federal~~Warrant, ~~Act~~have onbeen ~~Collective~~deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant ~~Investment~~to ~~Schemes~~FINRA Rule 5110(~~“CISA”~~e)(1). ~~Accordingly,~~The nounderwriters ~~public~~(or ~~distribution~~permitted assignees under the Rule) may not sell, ~~offering~~transfer, assign, pledge or ~~advertising~~hypothecate the Underwriter’s Warrant or the securities underlying the Underwriter’s Warrant, asnor ~~defined~~will they engage in ~~CISA~~any hedging, ~~its~~short sale, ~~implementing~~derivative, put or call transaction that would result in the effective economic disposition of the Underwriter’s Warrant or ~~ordinances~~the ~~and~~underlying ~~notices,~~securities ~~and~~for noa ~~distribution~~period of 180 days from the commencement of sales of this offering, except to any ~~non-qualified~~FINRA ~~investor~~member participating in the offering, astheir ~~defined~~officers inor ~~CISA~~partners, ~~its~~registered ~~implementing~~persons ~~ordinances~~or affiliates. The Underwriter’s Warrant will provide for adjustment in the number and ~~notices,~~price of such Underwriter’s Warrant (and the shares of common stock underlying such Underwriter’s Warrant) ~~shall~~to beprevent ~~undertaken~~dilution in the event of a forward or ~~from~~reverse ~~Switzerland~~stock split, ~~and~~stock ~~the~~dividend ~~investor~~or similar recapitalization. The Underwriter’s Warrants shall further provide for anti-dilution protection ~~afforded~~(adjustment toin ~~acquirers~~the number and price of ~~interests~~such inwarrants ~~collective~~and ~~investment~~the ~~schemes~~shares underlying ~~under~~such ~~CISA~~warrants) ~~does~~resulting ~~not~~from ~~extend~~corporate toevents ~~acquirers~~(which ofwould ~~securities~~include dividends, reorganizations, mergers, etc.).

~~Notice~~Price toStabilization, ~~Investors~~Short inPositions ~~Australia~~and Penalty Bids

NoIn ~~placement~~connection ~~document,~~with ~~prospectus,~~the ~~product~~offering ~~disclosure~~the underwriters ~~statement~~may orengage ~~other~~in ~~disclosure~~stabilizing ~~document~~transactions, ~~has~~over-allotment ~~been~~transactions, ~~lodged~~syndicate ~~with~~covering ~~the~~transactions ~~Australian Securities~~ and ~~Investments~~penalty ~~Commission,~~bids in ~~relation~~accordance towith Regulation M under the ~~offering.~~Exchange Act:

~~This~~· ~~prospectus~~Stabilizing ~~does~~transactions permit bids to purchase the underlying security so long as the stabilizing bids do not ~~constitute~~exceed a ~~prospectus~~specified maximum. · Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, ~~product~~ ~~disclosure~~which ~~statement~~creates a syndicate short position. The short position may be either a covered short position or ~~other~~a ~~disclosure~~naked ~~document~~short ~~under~~position. In a covered short position, the ~~Corporations~~number ~~Act~~of ~~2001~~shares (over-allotted by the ~~“Corporations~~ ~~Act”)~~underwriters ~~and does~~is not ~~purport~~greater tothan ~~include~~the number of shares that they may purchase in the ~~information~~over-allotment ~~required~~option. ~~for~~In a ~~prospectus~~naked short position, ~~product~~the ~~disclosure~~number ~~statement~~of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market. · Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other ~~disclosure~~things, ~~document~~the ~~under~~ price of shares available for purchase in the ~~Corporations~~open ~~Act~~market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. · Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

Any offer in Australia of the securities may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

~~Notice~~These tostabilizing ~~Investors~~transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the ~~Cayman~~market ~~Islands~~price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be discontinued at any time.

NoNeither ~~invitation,~~we ~~whether~~nor ~~directly~~the orunderwriters ~~indirectly,~~make any representation ~~may~~or beprediction ~~made~~as to the ~~public~~direction inor magnitude of any effect that the ~~Cayman~~transactions ~~Islands~~described toabove ~~subscribe~~may ~~for~~have on the price of our ~~securities~~shares of common stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

~~Notice~~Electronic toDistribution ~~Investors in the People’s Republic of China~~

This prospectus ~~may~~in ~~not~~electronic beformat ~~circulated~~may orbe ~~distributed~~made available inon ~~the~~websites ~~PRC~~or ~~and~~through ~~the~~other ~~shares~~online ~~may~~services ~~not~~maintained beby ~~offered~~the ~~or sold~~underwriters, ~~and~~or ~~will~~by ~~not~~their ~~offer~~affiliates. orOther ~~sell~~than tothis ~~any~~prospectus ~~person~~in ~~for~~electronic format, ~~re-offering~~the orinformation ~~resale~~on ~~directly~~the orunderwriters’ ~~indirectly to~~websites and any ~~resident~~information ofcontained ~~the~~in ~~PRC~~any ~~except~~other ~~pursuant~~websites tomaintained ~~applicable~~by ~~laws,~~the ~~rules~~underwriters is ~~and~~not ~~regulations~~part of ~~the~~this ~~PRC.~~prospectus ~~For~~or the ~~purpose~~registration statement of which this ~~paragraph~~prospectus ~~only, the~~forms ~~PRC~~a ~~does~~part, has not ~~include~~been ~~Taiwan~~approved and/or endorsed by us or the ~~special~~underwriters ~~administrative~~in ~~regions~~their ofcapacity ~~Hong~~as ~~Kong~~underwriters, and ~~Macau~~should not be relied upon by investors.

~~Notice to Investors in Taiwan~~ Other

~~The~~In ~~securities~~the ~~have~~ordinary ~~not~~course ~~been~~of their various business activities, the underwriter and ~~will~~certain ~~not~~of beits ~~registered with~~affiliates ~~the~~may ~~Financial~~make ~~Supervisory~~or ~~Commission~~hold a broad array of ~~Taiwan~~investments and actively trade debt and equity securities (~~“FSCT”~~or related derivative securities) ~~pursuant~~and tofinancial ~~relevant~~instruments ~~securities~~(including ~~laws~~bank loans) for their own account and ~~regulations~~for the accounts of their customers, and such investment and securities activities may ~~not~~ beinvolve ~~sold,~~securities and/or instruments issued orby ~~offered~~us ~~within~~and ~~Taiwan~~our ~~through~~affiliates. If the underwriter or its affiliates have a ~~public~~lending ~~offering~~relationship orwith inus, ~~circumstances~~they ~~which~~routinely ~~constitutes~~hedge antheir ~~offer~~credit ~~within~~exposure ~~the~~to ~~meaning~~us consistent with their customary risk management policies. The underwriter and its affiliates may hedge such exposure by entering into transactions that consist of either the ~~Securities~~purchase ~~and Exchange~~of ~~Act~~ credit default swaps or the creation of ~~Taiwan~~short ~~that~~positions ~~requires~~in aour ~~registration~~securities or ~~approval~~the securities of our affiliates, including potentially the ~~FSCT~~Common Stock offered hereby. NoAny ~~person~~such orshort ~~entity~~positions incould ~~Taiwan~~adversely affect future trading prices of the Common ~~has~~Stock ~~been~~offered ~~authorized~~hereby. toThe ~~offer,~~underwriter ~~sell~~and certain of its affiliates may also communicate independent investment recommendations, ~~give~~market color ~~advice~~or ~~regarding~~trading ideas and/or ~~otherwise~~publish ~~intermediate~~or ~~the~~express ~~offering~~independent ~~and~~research ~~sale~~views in respect of ~~the~~such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in ~~Taiwan~~such securities and instruments.

~~Notice~~From time to ~~Investors~~time, the underwriters and/or their affiliates have provided, and may in ~~Hong~~the ~~Kong~~future provide, various investment banking and other financial services for us for which services it has received and, may in the future receive, customary fees.

~~The~~Except ~~contents~~for ~~of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to~~ the ~~offer.~~services Ifprovided ~~you are~~ in ~~any~~connection ~~doubt~~with ~~about any of the contents of~~ this ~~prospectus,~~offering ~~you~~and ~~should obtain independent professional advice. Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document~~ other than toas ~~“professional~~described ~~investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571~~below, ~~Laws of Hong Kong) (~~the ~~“SFO”) and~~underwriters ~~any~~have ~~rules made thereunder, or in other circumstances which do~~ not ~~result~~provided in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (the “CO”) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our shares may be issued or may be in the possession of any ~~person~~investment ~~for~~banking ~~the purpose of issue (in each case whether in Hong Kong~~ or ~~elsewhere)~~other ~~which~~financial isservices ~~directed~~during ~~at, or~~ the ~~contents~~180-day ofperiod ~~which~~preceding ~~are likely to be accessed or read by,~~ the ~~public~~date ~~in Hong Kong (except if permitted to do so under the securities laws~~ of ~~Hong~~this Kong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunderprospectus.

Offers Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

MARKET PRICE AND DIVIDEND POLICY

Our shares of Common Stock are currently quoted on on The Nasdaq Capital Market under the symbol “SNOA”. On ~~September~~March 1318, ~~2023~~2026, the last reported sales price of our Common Stock on on Nasdaq was $12.0047.

Holders of Record

As of ~~September~~March 1418, ~~2023~~2026, we had approximately ~~295~~ ~~holders~~43 holders of record of our Common Stock. Because many of our shares of Common Stock are held by brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record.

Dividends

We have not declared or paid dividends to stockholders since inception and do not plan to pay cash dividends in the foreseeable future. We currently intend to retain earnings, if any, to finance our growth.

Issuer Purchases of Equity Securities

None.

DILUTION

Purchasers of Common Stock offered by this prospectus will suffer immediate and substantial dilution in the net tangible book value per share of Common Stock. Our net tangible book value on June 30, 2023 was approximately $7,242,000, or approximately $1.41 per share of Common Stock based upon 5,141,596 shares outstanding as of June 30, 2023. Net tangible book value per share is determined by dividing our net tangible book value, which consists of tangible assets less total liabilities, by the number of shares of Common Stock outstanding on that date.

The shares of Common Stock in this offering will be sold at market prices which may fluctuate substantially. For purposes of calculating dilution, we have assumed a sale price of $1.00 per share, which was the closing price of our Common Stock on September 13, 2023.

After giving effect to the sale of our Common Stock in the aggregate amount of $5,000,000, or 5,000,000 shares, at an assumed offering price of $1.00 per share, and after deducting placement agent and offering expenses payable by us, our net tangible book value as of June 30, 2023 would have been approximately $11,692,000 or $1.15 per share of Common Stock. This represents an immediate decrease in net tangible book value of $0.26 per share to existing stockholders and immediate increase in net tangible book value of $0.15 per share to new investors purchasing our Common Stock in this offering at the public offering price. The following table illustrates this calculation on a per share basis:

Assumed public offering price per share	$	1.00
Net tangible book value per share as of June 30, 2023	$	1.41
Decrease in net tangible book value per share attributable to this offering	$	(0.26	)
As adjusted net tangible book value per share as of June 30, 2023, after giving effect to this offering	$	1.15
Increase in net tangible book value per share to new investors purchasing our common stock in this offering	$	0.15

An increase of $0.10 per share in the price at which the shares are sold from the assumed public offering price of $1,00 per share shown in the table above would decrease our as adjusted net tangible book value per share after the offering to $1.20 per share and result in an increase in net tangible book value per share to new investors in this offering of $0.20 per share, after deducting placement agent fees and estimated offering expenses payable by us.

A decrease of $0.10 per share in the price at which the shares are sold from the assumed public offering price of $1.00 per share shown in the table above would decrease our adjusted net tangible book value per share after the offering to $1.11 per share and result in an increase in net tangible book value per share to new investors in this offering of $0.11 per share, after deducting placement agent fees and estimated offering expenses payable by us.

This information is supplied for illustrative purposes only and may differ based on the actual offering price and the actual number of shares offered.

The above discussion is based on 5,141,596 shares of our common stock outstanding as of June 30, 2023, and excludes:

· 547,000 shares of common stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $11.92 per share, under our equity incentive plans; · 31,000 shares of common stock issuable upon exercise/vesting of restricted stock units; · 628,547 additional shares of common stock reserved for future issuance under our equity incentive plans; · 103,000 shares of common stock issuable upon exercise of outstanding warrants, with a current exercise price of $9.32 per share; and · 30,668 restricted stock units and warrants to purchase 15,332 shares of common stock, with current exercise price of $11.25 per unit.

To the extent that outstanding options or warrants outstanding as of June 30, 2023, have been or may be exercised or we issue other shares investors purchasing our Common Stock in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

DILUTION

Purchasers of common stock or Pre-Funded Warrants in this offering will suffer immediate and substantial dilution in the net tangible book value per share of common stock. Following the sales under our At Market Sales Issuance Agreement of approximately $166,170 subsequent to December 31, 2025, our pro forma net tangible book value as of December 31, 2025 was approximately $3,458,160, or approximately $1.99 per share of common stock. Net tangible book value per share is determined by dividing our net tangible book value, which consists of tangible assets less total liabilities, by the number of shares of common stock outstanding on that date. For purposes of calculating dilution, we are treating the Pre-Funded Warrants as if they were common stock because Pre-Funded Warrants are immediately exercisable at a nominal exercise price.

For purposes of calculating dilution, we have assumed a sale price of $2.47 per share, which was the closing price of our stock on March 18, 2026.

After giving effect to the pro forma adjustment set forth above and the sale of our common stock and Pre-Funded Warrants in the aggregate amount of $5,000,000, or 2,024,091 shares (including shares underlying Pre-Funded Warrants), at an assumed offering price of $2.47 per share, and after deducting estimated commissions and offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately $7,933,169 or $2.11 per share of common stock. This represents an immediate increase in net tangible book value of $0.12 per share to existing stockholders and a dilution of $0.36 per share to new investors purchasing our common stock or Pre-Funded Warrants in this offering at the public offering price. The following table illustrates this calculation on a per share basis:

Assumed offering price per unit	$	2.47
Pro Forma net tangible book value per share as adjusted for ATM sales after December 31, 2025		2.00
Increase in net tangible book value per share attributable to this offering		0.11

Pro Forma as adjusted net tangible book value per share as of December 31, 2025, after giving effect to this offering		2.11

Dilution	$	0.36

An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $2.47 per share shown in the table above, assuming an aggregate offering amount of $5,000,000, would increase our as adjusted net tangible book value per share after the offering to $2.49 per share and result in dilution to new investors of $0.98 per share, after deducting estimated offering commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $2.47 per share shown in the table above, assuming an aggregate offering amount of $5,000,000, would decrease our as adjusted net tangible book value per share after the offering to $1.55 per share and result in an accretion to new investors of $0.08 per share, after deducting estimated commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only and may differ based on the actual offering price and the actual number of shares offered.

The above discussion is based on 1,730,613 shares of our common stock outstanding as of December 31, 2025, and excludes:

	·	63,663 shares of common stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $44.82 per share, under our equity incentive plans;

	·	82,000 shares of common stock issuable upon vesting of outstanding restricted stock unit awards (“RSUs”); and

	·	157,574 additional shares of common stock reserved for future issuance under our equity incentive plans.

To the extent that outstanding options as of December 31, 2025 have been or may be exercised, or we issue other shares, investors purchasing our common stock or Pre-Funded Warrants in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. Additionally, if all of the warrants offered hereby were exercised in full for cash, you would experience additional dilution.

CAPITALIZATION

The following table sets forth our capitalization as of ~~June~~December 3031, ~~2023~~2025 on an actual basis; on a pro forma basis after giving effect to sales of common stock since December 31, 2025 under our At Market Issuance Sales Agreement; and on ana pro forma as adjusted basis, based upon an assumed public offering price of $12.00 47 per share ~~to give~~which ~~effect~~is to the last reported sale ofprice 5for our common stock on the Nasdaq Capital Market on March 18,~~000~~ 2026,~~000~~ ~~shares~~and ofan ~~Common~~aggregate offering ~~Stock~~amount inof ~~this~~approximately ~~offering~~$4.48 million, after deducting the ~~placement~~underwriter ~~agent~~discount ~~fees~~ and estimated offering expenses payable by us. The pro forma as adjusted information gives effect to the sale of common stock and Pre-Funded Warrants in this offering and assumes that all Pre-Funded Warrants sold in this offering are exercised immediately upon issuance. Pre-Funded Warrants are classified as a component of permanent stockholders' equity within additional paid-in capital and are recorded at their fair value on the issuance date. The Pre-Funded Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holder to receive a fixed number of shares of common stock upon exercise, have a fixed exercise price, and are indexed to the Company's common stock, among other conditions for equity classification.

The information below is for illustrative purposes and our capitalization following the completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Use of Proceeds” above as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and financial statements and the related notes appearing elsewhere in this prospectus.

June 30, 2023

December 31, 2025

Actual

As Adjusted

Actual (in thousands) (unaudited)

Pro Forma (in thousands) (unaudited)

Pro Forma As Adjusted (in thousands) (unaudited)

(in thousands) (unaudited)

(in thousands)

Cash and cash equivalents

32,~~544~~561

72,~~994~~728

7,203

Total liabilities

810,~~651~~191

8,651

Stockholders’ equity:

Convertible preferred stock, $0.0001 par value; 714,286 shares authorized, none issued and outstanding actual; and 714,286 shares authorized, none issued and outstanding as adjusted

–

Convertible preferred stock, $0.0001 par value; 714,286 shares authorized, none issued and outstanding actual; 714,286 shares authorized, none issued and outstanding pro forma; and 714,286 shares authorized, none issued and outstanding pro forma as adjusted

–

Common stock, $0.0001 par value; 24,000,000 shares authorized, 5,141,596 shares issued and outstanding actual; and 24,000,000 shares authorized, 10,141,596 shares issued and outstanding as adjusted

Common stock, $0.0001 par value; 24,000,000 shares authorized, 1,730,613 shares issued and outstanding actual; 24,000,000 shares authorized, 1,741,424 shares issued and outstanding pro forma; and 24,000,000 shares authorized, 3,823,848 shares issued and outstanding as adjusted

–

Additional paid-in capital

~~201~~207,~~076~~023

~~205~~207,~~521~~190

211,655

Accumulated deficit

(~~190~~200,~~932~~400

)

(~~190~~200,~~932~~400

)

(200,400

)

Accumulated other comprehensive loss

(23,~~907~~191

)

(23,~~907~~191

)

(3,191

)

Total stockholders’ equity

73,~~242~~432

113,~~692~~599

8,074

Total capitalization

73,~~242~~432

113,~~692~~599

8,074

The foregoing table is based on 51,~~141~~730,~~596~~613 shares of of our common stock outstanding as of ~~June~~December 3031, ~~2023~~2025, and excludes:

· ~~547~~63,~~000~~663 shares of common stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $1144.9282 per share, under our equity incentive plans; · 3182,000 shares of common stock issuable upon ~~exercise/~~vesting of outstanding restricted stock ~~units~~unit awards (“RSUs”); and · ~~628~~157,~~547~~574 additional shares of common stock reserved for future issuance under our equity incentive plans~~; · 103,000 shares of common stock issuable upon exercise of outstanding warrants, with a current exercise price of $9~~.~~32 per share; and · 30,668 restricted stock units and warrants to purchase 15,332 shares of common stock, with current exercise price of $11.25 per unit.~~

Security Ownership of Certain Beneficial Owners and Management

The following ~~table~~ table sets forth certain information as of ~~September~~March 1219, ~~2023~~2026, as to shares of our common stock beneficially owned by: (1) stockholders known to us who own more than 5%, (2) each of our Named Executive Officers listed in the Summary Compensation Table, (3) each of our current directors, and (4) all of our directors and ~~Named~~executive ~~Executive~~officers ~~Officers~~ as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

15In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable upon vesting. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. All share numbers have been adjusted to reflect a 1-for-7 reverse stock split, effective April 1, 2013, a 1-for-5 reverse stock split, effective June 24, 2016, a 1-for-9 reverse stock split, effective June 19, 2019, and a 1-for-20 reverse stock split, effective August 29, 2024.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable upon vesting. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. All share numbers have been adjusted to reflect a 1-for-7 reverse stock split, effective April 1, 2013, a 1-for-5 reverse stock split, effective June 24, 2016 and a 1-for-9 reverse stock split, effective June 19, 2019.

Name and address of beneficial owner (1)	Nature of beneficial ownership	Amount of Beneficial Ownership			Percent of Shares Beneficially Owned (3)
Name and address of beneficial owner (1)	Nature of beneficial ownership	Shares Owned	Shares – Includes all Rights to Acquire (2)	Total	Percent of Shares Beneficially Owned (3)
Amy Trombly (4)	Chief Executive Officer	7,679	6,018	13,697	1.0%
Jerry Dvonch (5)	Chief Financial Officer	4,229	3,891	8,120	*
Bruce Thornton (7)	Former Executive Vice President and Chief Operating Officer	7,720	6,024	13,744	1.0%
Jerry McLaughlin (8)	Lead Independent Director	270	2,198	2,468	*
Philippe Weigerstorfer (9)	Director	--	2,293	2,293	*
Vanessa Jacoby (10)	Director	--	--	--	*
All directors and executive officers as a group (6 persons)		19,898	20,424	40,322	2.3%

		Amount of Beneficial Ownership
Name and address of beneficial owner (1)	Nature of beneficial ownership	Shares Owned	Shares – Includes all Rights to Acquire (2)	Total	Percent of Shares Beneficially Owned Prior to Offering (3)	Percent of Shares Beneficially Owned After Offering
Amy Trombly (4)	Chief Executive Officer	100,000	54,388	154,388	3.0%	1.5%
Jerry Dvonch (5)	Interim Chief Financial Officer	31,009	73,281	104,290	2.0%	1.0%
Chad White (6)	Former Chief Financial Officer	--	--	--	0.0%	0.0%
Bruce Thornton (7)	Chief Operating Officer	100,825	57,322	158,147	3.1%	1.6%
Jerry McLaughlin (8)	Lead Independent Director	5,414	18,165	23,579	*	*
Philippe Weigerstorfer (9)	Director	--	22,500	22,500	*	*
Jay Birnbaum (10)	Director	5,739	22,776	28,515	*	*
All directors and executive officers as a group (6 persons)		242,987	248,432	491,419	9.5%	4.8%

*Indicates ownership of less than 1.0%

(1)	~~(1)~~Unless otherwise stated, the address of each beneficial owner listed in the table is c/o Sonoma Pharmaceuticals, Inc., 5445 Conestoga Court, Suite 150, Boulder, CO 80301.	~~Unless otherwise stated, the address of each beneficial owner listed in the table is c/o Sonoma Pharmaceuticals, Inc., 5445 Conestoga Court, Suite 150, Boulder, CO 80301.~~
(2)	~~(2)~~Represents shares subject to outstanding stock options and warrants currently exercisable or exercisable within 60 days.	~~Represents shares subject to outstanding stock options and warrants currently exercisable or exercisable within 60 days.~~
(3)	~~(3)~~We had total shares of common stock issued and outstanding of 1,741,424 on March 19, 2026.	~~We had total shares of common stock issued and outstanding of 5,177,889 on September 12, 2023.~~
(4)	~~(4)~~Ms. Trombly has been our Chief Executive Officer since September 27, 2019. She beneficially owns 7,679 shares of common stock and 6,018 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.	Ms. Trombly has been our Chief Executive Officer since September 27, 2019. She beneficially owns 100,000 shares of common stock and 54,388 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
(5)	~~(5)~~Mr. Dvonch served as our Chief Financial Officer from September 8, 2020 to November 18, 2022, as our Interim Chief Financial Officer from April 7, 2023 to February 7, 2024, and currently serves as our Chief Financial Officer. He beneficially owns 4,229 shares of common stock, and 3,891 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.	Mr. Dvonch served as our Chief Financial Officer from September 8, 2020 to November 18, 2022 and currently serves as our Interim Chief Financial Officer. He beneficially owns 31,009 shares of common stock and 57,777 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
	(6)	Mr. White served as our Interim Chief Financial Officer from October 3, 2022 to November 18, 2022 and as our Chief Financial Officer from November 18, 2022 to April 7, 2023.
(7)	Mr. Thornton, our former Executive Vice President and Chief Operating Officer, was terminated on October 18, 2025. He beneficially owns 7,720 shares of common stock and 6,024 shares of common stock issuable upon the exercise of options currently exercisable.
	(7)	Mr. Thornton is our Executive Vice President and Chief Operating Officer. He beneficially owns 100,825 shares of common stock and 57,322 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
(8)	Mr. McLaughlin is a member of our Board of Directors and was appointed as Lead Independent Director on March 26, 2014. He beneficially owns 270 shares of common stock and 2,198 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
	(8)	Mr. McLaughlin is a member of our Board of Directors and was appointed as Lead Independent Director on March 26, 2014. He beneficially owns 5,414 shares of common stock and 18,165 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
(9)	Mr. Weigerstorfer is a member of our Board of Directors. He beneficially owns 125 shares of common stock, yet to be issued and 2,168 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
	(9)	Mr. Weigerstorfer is a member of our Board of Directors. He beneficially owns 2,500 shares of common stock yet to be issued and 20,000 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.
(10)	Ms. Jacoby was appointed to our Board of Directors on January 28, 2026.
	(10)	Dr. Birnbaum is a member of our Board of Directors. He beneficially owns 5,739 shares of common stock and 22,776 shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days.

1617

DESCRIPTION OF SECURITIES

The following description of our capital stock and provisions of our Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, is only a summary. You should also refer to our Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

Preferred Stock

Our Board of Directors is authorized to issue 714,286 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations and restrictions thereof, including dividend rights and rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without any vote or action by our shareholders. Any preferred stock to be issued could rank prior to our common stock with respect to dividend rights and rights on liquidation. Our Board of Directors, without shareholder approval, may issue preferred stock with voting and conversion rights which could adversely affect the voting power of holders of our common stock and discourage, delay or prevent a change in control of the Company. As of the date of this prospectus, no shares of preferred stock are outstanding.

Common Stock

We are authorized to issue up to a total of 2450,000,000 shares of common stock, $0.0001 par value per share. Each holder of common stock is entitled to one vote for each share of common ~~stock~~ stock held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our Restated Certificate of Incorporation, as amended. This means that the holders of a majority of the shares voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, ~~the~~ the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available at the times and in in the amounts that our Board of Directors may determine from time to time.

Holders of common stock have no preemptive subscription, redemption or conversion rights or other subscription rights. Upon our liquidation, dissolution or winding-up, the holders of common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock. Each outstanding share of common stock is, and all shares of common stock to be issued in this offering, when they are paid for will be, fully paid and nonassessable.

Listing

Our common stock is traded on the Nasdaq Capital Market under the symbol “SNOA.”

Transfer Agent and Registrar

The transfer agent for our common stock is Computershare, Inc. located at 462 South 4^th Street, Suite 1600, Louisville, KY 40202. Its telephone number is 1-888-647-8901.

Pre-Funded Warrants and Common Warrants

General

The following summary of certain terms and provisions of the Pre-Funded Warrants and common warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrants and the common warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant and form of common warrant for a complete description of the terms and conditions of the Pre-Funded Warrants and the common warrants.

Each Pre-Funded Warrant offered hereby will have an initial exercise price equal to $0.0001 per share. Each common warrant offered hereby will have an initial exercise price equal to $[●] per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The common warrants are immediately exercisable at any time after their original issuance up to the date that is five years after their original issuance. There is no expiration date for the Pre-Funded Warrants. There will be no fractional shares issued upon exercise of the Pre-Funded Warrants or the common warrants.

Exercisability

The Pre-Funded Warrants and the common warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant or common warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of outstanding shares of our common stock immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants and the common warrants, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us.

Cashless Exercise

In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Pre-Funded Warrants and the common warrants.

Fundamental Transactions

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and the common warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Pre-Funded Warrants and the common warrants will be entitled to receive upon exercise of the Pre-Funded Warrants or the common warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants or the common warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants or the common warrants.

Transferability

Subject to applicable laws, the Pre-Funded Warrants and the common warrants may be offered for sale, sold, transferred or assigned without our consent.

No Listing

There is no established public trading market for the Pre-Funded Warrants or the common warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the Pre-Funded Warrants or the common warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants and the common warrants will be limited.

Rights as a Stockholder

Except as otherwise provided in the Pre-Funded Warrants or the common warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a Pre-Funded Warrant or a common warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Pre-Funded Warrant or the common warrant.

CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CHARTER

AND BYLAWS

The following paragraphs summarize certain provisions of Delaware law and our restated certificate of incorporation, as amended, and our amended and restated bylaws, as amended. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to Delaware law and to our restated certificate of incorporation, as amended, and our amended and restated bylaws, as amended, copies of which are on file with the SEC as exhibits to reports previously filed by us. See “Where You Can Find More Information.”

Delaware Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, this section prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

	·	the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder;

	·	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

	·	at or subsequent to such time that the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines “business combination” to include the following:

	·	any merger or consolidation involving the corporation and the interested stockholder;

	·	any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

	·	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

	·	any transaction involving the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

	·	the receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

A Delaware corporation may “opt out” of these provisions either with an express provision in its original certificate of incorporation or in an amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out, and do not currently intend to opt out of, these provisions. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Charter and Bylaws

Our restated certificate of incorporation, as amended, and our amended and restated bylaws, as amended, provide that:

· our amended and restated bylaws, as amended, may be amended or repealed only by the approval of at least sixty-six and two-thirds percent (66-2/3%) of the total number of directors then in office or the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares entitled to vote at an election of directors; · no action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our amended and restated bylaws, as amended, and stockholders may not act by written consent; · a stockholder must provide advance notice of stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of stockholders; · stockholders may not call special meetings of the stockholders or fill vacancies on the board; · the approval of holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares entitled to vote at an election of directors is required to amend or repeal the provisions of our restated certificate of incorporation, as amended, regarding the inability of stockholders to take action by written consent; · our board of directors is authorized to issue preferred stock without stockholder approval; and · we will indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures.

1821

· stockholders may not call special meetings of the stockholders or fill vacancies on the board; · the approval of holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares entitled to vote at an election of directors is required to amend or repeal the provisions of our restated certificate of incorporation, as amended, regarding the inability of stockholders to take action by written consent; · our board of directors is authorized to issue preferred stock without stockholder approval; and · we will indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures.

LEGAL MATTERS

The validity of any securities offered by this prospectus will be passed upon for us by ~~Burns~~Polsinelli ~~& Levinson LLP~~PC. ~~Blank~~ArentFox Schiff ~~Rome~~ LLP, ~~New York, New York,~~ is acting as counsel to the ~~placement~~underwriter ~~agent~~ in connection with certain legal matters related to this offering.

EXPERTS

The consolidated financial statements of Sonoma Pharmaceuticals, Inc. and Subsidiaries (the “Company”) as of and for the years ended March 31, ~~2023~~2025 and ~~2022~~2024 have been audited by Frazier & Deeter, LLC, an independent registered public accounting firm, as set forth in their report, which is incorporated herein by reference in this prospectus. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this registration statement as having prepared or certified any part of this registration statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed for such purpose on a contingency basis, or had, or is to receive, in connection with this offering, a substantial interest, direct or indirect, in us or any of our parents or subsidiaries, nor was any such person connected with us or any of our parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, Washington, D.C., 20549, under the Securities Act of 1933, a registration statement on Form S-1 relating to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our company and the securities we are offering by this prospectus you should refer to the registration statement, including the exhibits and schedules thereto. You may inspect a copy of the registration statement without charge at the Public Reference Section of the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission's World Wide Web address is http://www.sec.gov.

We file periodic reports, proxy statements and other information with the Securities and Exchange Commission in accordance with requirements of the Exchange Act. These periodic reports, proxy statements and other information are available for inspection and copying at the regional offices, public reference facilities and Internet site of the Securities and Exchange Commission referred to above. In addition, you may request a copy of any of our periodic reports filed with the Securities and Exchange Commission at no cost, by writing or telephoning us at the following address:

Investor Relations

Sonoma Pharmaceuticals, Inc.

5445 Conestoga Court, Suite 150

Boulder, CO 80301

(707) 283-0550

Investors and others should note that we announce material financial information using our company website: www.sonomapharma.com, our investor relations website: ir.sonomapharma.com, SEC filings, press releases, public conference calls and webcasts. The information on or accessible through our websites is not incorporated by reference in this prospectus.

You should rely only on the information contained in or incorporated by reference or provided in this prospectus or any supplement to this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume the information in this prospectus is accurate as of any date other than the date on the front of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference the following in this prospectus:

· our Annual Report on Form 10-K for the year ended March 31, ~~2023~~2025, filed on June 2117, ~~2023~~2025; · our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 7, 2025; · our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on November 4, 2025; · our Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, filed on February 10, 2026; · our Current Reports on Form 8-K filed on August 29, 2025, September 26, 2025, September 29, 2025, October 9, 2025, October 23, 2025, January 2, 2026, January 12, 2026, January 28, 2026 and April 9, 2026; · our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on July 11, 2025; and · our Registration Statement on Form 8-A as filed with the SEC on December 15, 2006.

· our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 10, 2023;

· our Current Report on Form 8-K filed on July 14, 2023;

· our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on July 27, 2023; and

· our Registration Statement on Form 8-A as filed with the SEC on December 15, 2006.

In addition, all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement as well as all such documents that we file with the SEC after the date of this prospectus and before the termination of the offering of our securities shall be deemed incorporated by reference into this prospectus and to be a part of this prospectus from the respective dates of filing such documents. Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

You may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus, at no cost, by writing or telephoning us at the following address and number: Investor Relations, Sonoma Pharmaceuticals, Inc., 5445 Conestoga Court, Suite 150, Boulder, Colorado 80301, telephone (800) 759-9305. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers, and controlling persons of the registrant pursuant to the Company’s constituent documents, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

2024

Up[●] Units consisting of One Share of Common Stock (or Pre-Funded Warrants in lieu thereof) and One Warrant to ~~5,000,000~~Purchase ~~Shares~~One Share of Common Stock

One Warrant to Purchase One Share of Common Stock

PRELIMINARY PROSPECTUS

~~MAXIM~~Dawson ~~GROUP~~James ~~LLC~~ Securities, Inc.

The date of this prospectus is __________, ~~2023~~ 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 1413. Other Expenses of Issuance and Distribution.

The following table sets forth ~~the~~all ~~costs and~~ expenses, other ~~payable~~than by the ~~registrant~~underwriting indiscounts ~~connection with the offerings described in this registration statement. In addition to the costs~~ and ~~expenses set~~commissions, ~~forth~~payable ~~below,~~by the registrant ~~will~~in ~~pay~~connection ~~any selling commissions and brokerage fees and any applicable taxes, fees and disbursements~~ with ~~respect~~ tothe ~~securities~~sale ~~registered~~of ~~hereby~~our ~~sold~~common bystock ~~the~~being ~~registrant~~registered. All of the amounts shown are estimates, except ~~for~~ the SEC registration fee:

	Amount to be Paid
Approximate SEC Registration Fee	$	551
SEC Registration Fee	$	1,631.83
Accountants’ Fees and Expenses		*
FINRA filing fee		1,250
Legal Fees and Expenses		*
Accountants’ Fees and Expenses		20,000
Miscellaneous Fees (including Transfer Agent and Printing fees)		*
Legal Fees and Expenses		100,000
Total	$	*
Miscellaneous Fees and Expenses		25,000
Total	$	147,881.83

*Item To14. beIndemnification ~~filed~~of byDirectors ~~amendment~~and Officers.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant or having served at the request of the corporation, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; or (4) for any transaction from which the director derived an improper personal benefit.

Article VIII of our restated certificate of incorporation, as amended, (included as Exhibit 3.1(i) to our annual report on Form 10-K for the year ended March 31, 2007, filed June 20, 2007) and Article 6 of our amended and restated bylaws, as amended (included as Exhibit 3.2 to our current report on Form 8-K, filed December 7, 2016) provide for indemnification of our directors, officers, employees and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law.

We have also entered into respective indemnification agreements (the form of which is included as Exhibit 10.1 to our Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007) with our officers and directors that will require us to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law.

II-1

Item 15.

Recent Sales of Unregistered Securities.

None.

Item 16.

Exhibits

Exhibit Index

Exhibit No.	Description
1.1	Form of Placement Agency Agreement (to be filed by amendment)
1.1*	Form of Underwriting Agreement.
3.1	Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., effective January 30, 2006 (included as exhibit 3.1 of the Company’s Annual Report on Form 10-K filed June 20, 2007, and incorporated herein by reference).
3.2	Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., effective October 22, 2008 (included as exhibit A in the Company’s Definitive Proxy Statement on Schedule 14A filed July 21, 2008, and incorporated herein by reference).
3.4	Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., as amended, effective March 29, 2013 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 22, 2013, and incorporated herein by reference).
3.5	Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., as amended, effective December 4, 2014 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 8, 2014, and incorporated herein by reference).
3.6	Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., as amended, effective October 22, 2015 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 27, 2015, and incorporated herein by reference).
3.7	Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., as amended, effective June 24, 2016 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 28, 2016, and incorporated herein by reference).
3.8	Certificate of Amendment of Restated Certificate of Incorporation of Sonoma Pharmaceuticals, Inc., as amended, effective December 6, 2016 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 7, 2016, and incorporated herein by reference).
3.9	Amended and Restated Bylaws, as amended, of Sonoma Pharmaceuticals, Inc., effective December 6, 2016 (included as exhibit 3.2 to the Company’s Current Report on Form 8-K filed December 7, 2016, and incorporated herein by reference).
3.10	~~Certificate~~Amendment ofNo. ~~Designation~~1 ofto ~~Preferences,~~Amended ~~Rights~~ and ~~Limitations~~Restated ofBylaws, ~~Series~~as Aamended, 0%of ~~Convertible~~Sonoma ~~Preferred~~Pharmaceuticals, ~~Stock~~Inc., ~~filed~~effective ~~with~~June ~~the Delaware Secretary of State on April 24~~14, ~~2012~~2024 (included as exhibit 43.210 to the Company’s ~~Current~~Annual Report on Form 810-K, filed ~~April~~June 2517, ~~2012~~2024, and incorporated herein by reference).
3.11	Certificate of Designation of Preferences, Rights and Limitations of Series BA 0% Convertible Preferred Stock, ~~effective~~filed ~~October~~with 18the Delaware Secretary of State on April 24, ~~2016~~2012 (included as exhibit 34.12 to the Company’s Current Report on Form 8-K, filed ~~October~~April 2125, ~~2016~~2012, and incorporated herein by ~~references~~reference).
3.12	Certificate of ~~Amendment~~Designation of ~~Restated~~Series ~~Certificate~~B ofPreferred ~~Incorporation of Sonoma Pharmaceuticals~~Stock, ~~Inc., as amended,~~ effective ~~June~~October 1918, ~~2019~~2016 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed ~~June~~October 1921, ~~2019~~2016, and incorporated herein by ~~reference~~references).
3.13	Certificate of Amendment of Restated Certificate of Incorporation of Sonoma Pharmaceuticals, Inc., as amended, effective June 19, 2019 (included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 19, 2019, and incorporated herein by reference).
3.14	Certificate of Amendment of Restated Certificate of Incorporation of Sonoma Pharmaceuticals, Inc., as amended, effective August 29, 2024(included as exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 28, 2024, and incorporated herein by reference).
4.1	Specimen Common Stock Certificate (included as exhibit 4.1 to the Company’s Annual Report on Form 10-K filed June 28, 2017, and incorporated herein by reference).
4.2	Section 382 Rights Agreement, dated as of October 18, 2016, between Oculus Innovative Sciences, Inc. and Computershare Inc., which includes the Form of Certificate of Designation of Series B Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (included as exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 21, 2016, and incorporated herein by reference).
4.3	Form of Placement Agent Warrant granted to Dawson James Securities, Inc. and The Benchmark Company, LLC in connection with the March 2, 2018 public offering, dated March 6, 2018 (included as exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 6, 2018, and incorporated herein by reference).
4.3*	Form of Warrant.
4.4	Form of Placement Agent Warrant granted to Dawson James Securities, Inc. in connection with the November 2019 public offering (included as exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 29, 2019, and incorporated herein by reference).
4.4*	Form of Pre-Funded Warrant.
5.1	Opinion of Burns & Levinson LLP (to be filed by amendment)
4.5*	Form of Underwriter’s Warrant.
10.1	Form of Indemnification Agreement between Oculus Innovative Sciences, Inc. and its officers and directors (included as exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).
10.2	Office Lease Agreement, dated May 18, 2006, between Oculus Technologies of Mexico, S.A. de C.V. and Antonio Sergio Arturo Fernandez Valenzuela (translated from Spanish) (included as exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).
10.3	Office Lease Agreement, dated July 2003, between Oculus Innovative Sciences, B.V. and Artikona Holding B.V. (translated from Dutch) (included as exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).

II-2

4.6*	Form of Warrant Agency Agreement (Common Warrants), dated April [●], 2026 by and between the Company and Computershare, Inc.
4.7*	Form of Warrant Agency Agreement (Pre-Funded Warrants), dated April [●], 2026 by and between the Company and Computershare, Inc.
5.1*	Opinion of Polsinelli PC
10.1	Form of Indemnification Agreement between Oculus Innovative Sciences, Inc. and its officers and directors (included as exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).
10.2	Office Lease Agreement, dated May 18, 2006, between Oculus Technologies of Mexico, S.A. de C.V. and Antonio Sergio Arturo Fernandez Valenzuela (translated from Spanish) (included as exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).
10.3	Office Lease Agreement, dated July 2003, between Oculus Innovative Sciences, B.V. and Artikona Holding B.V. (translated from Dutch) (included as exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).
10.4	Form of Director Agreement (included as exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January 24, 2007, and incorporated herein by reference).
10.5	~~Amended~~Amendment ~~and~~to ~~Restated~~Office ~~Oculus~~Lease ~~Innovative~~Agreement, ~~Sciences~~effective February 15, ~~Inc.~~2008, ~~2006~~by ~~Stock~~and ~~Incentive~~between ~~Plan~~Oculus Innovative Sciences Netherlands B.V. and ~~related~~Artikona ~~form~~Holding ~~stock~~B.V. ~~option~~(translated ~~plan~~from ~~agreements~~Dutch) (included as exhibit 10.232 to the Company’s ~~Current~~Annual Report on Form 810-K filed ~~May~~June 213, ~~2007~~2008, and incorporated herein by reference).
10.6	Amendment to Office Lease Agreement, effective February 15, 2008, by and between Oculus Innovative Sciences Netherlands B.V. and Artikona Holding B.V. (translated from Dutch) (included as exhibit 10.44 to the Company’s Annual Report on Form 10-K filed June 13, 2008, and incorporated herein by reference).
10.6†	Exclusive Sales and Distribution Agreement, dated November 6, 2015, by and between Oculus Innovative Sciences, Inc. and Manna Pro Products, LLC (included as exhibit 10.1 to the Company’s 8-K filed March 23, 2016 and incorporated herein by reference).
10.7	Oculus Innovative Sciences, Inc. 2011 Stock Incentive Plan (included as exhibit A in the Company’s Definitive Proxy Statement on Schedule 14A filed July 29, 2011, and incorporated herein by reference).
10.7†	Asset Purchase Agreement dated October 27, 2016, between Oculus Innovative Sciences, Inc. and Invekra, S.A.P.I de C.V. (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 31, 2016, and incorporated herein by reference).
10.8†	~~Exclusive~~Amendment ~~Sales~~Agreement ~~and~~to ~~Distribution~~Acquisition ~~Agreement,~~Option dated ~~November~~October 627, ~~2015~~2016, by and between ~~Oculus~~More ~~Innovative~~Pharma ~~Sciences,~~Corporation ~~Inc~~S. de R.L. de C.V. and ~~Manna~~Oculus ~~Pro~~Technologies ~~Products~~of Mexico, ~~LLC~~S.A. de C.V. (included as exhibit 10.12 to the Company’s Current Report on Form 8-K filed ~~March~~October 2331, 2016, and incorporated herein by reference).
10.9†	Asset Purchase Agreement dated October 27, 2016, between Oculus Innovative Sciences, Inc. and Invekra, S.A.P.I de C.V. (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 31, 2016, and incorporated herein by reference).
10.9	2016 Equity Incentive Plan (included as exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed July 29, 2016, and incorporated herein by reference).
10.10†	Amendment Agreement to Acquisition Option dated October 27, 2016, by and between More Pharma Corporation S. de R.L. de C.V. and Oculus Technologies of Mexico, S.A. de C.V. (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 31, 2016, and incorporated herein by reference).
10.10⸸+	Asset Purchase Agreement dated May 14, 2019, between Sonoma Pharmaceuticals, Inc. and Petagon, Ltd. (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 22, 2019, and incorporated herein by reference).
10.11	2016 Equity Incentive Plan (included as exhibit A in the Company’s Definitive Proxy Statement on Schedule 14A filed July 29, 2016, and incorporated herein by reference).
10.11⸸+	License, Distribution and Supply Agreement by and between Sonoma Pharmaceuticals, Inc. and Brill International, S.L. dated May 19, 2020 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 26, 2020, and incorporated herein by reference.)
10.12	~~Securities~~2021 ~~Purchase Agreement entered into by and between Sonoma Pharmaceuticals, Inc. and Montreux~~ Equity ~~Partners~~Incentive V,Plan ~~L.P., dated March 1, 2018~~ (included as ~~exhibit~~appendix ~~10.2~~on to the Company’s ~~Current~~Definitive ~~Report~~Proxy Statement on ~~Form~~Schedule ~~8-K~~14A filed onJuly ~~March 6~~29, ~~2018,~~2021 and incorporated herein by reference).
10.13†	Exclusive License and Distribution Agreement entered into by and between Sonoma Pharmaceuticals, Inc. and EMS.S.A., dated June 4, 2018 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2018, and incorporated herein by reference).
10.13	2024 Equity Incentive Plan (included as appendix on the Company’s Definitive Proxy Statement on Schedule 14A filed July 1, 2024 and incorporated herein by reference).
10.14	Warrant Agency Agreement entered into by and among Sonoma Pharmaceuticals, Inc., Computershare, Inc. and Computershare Trust Company, N.A., dated November 21, 2018 (included as exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 21, 2018, and incorporated herein by reference).
10.14+⸸	Exclusive License and Distribution Agreement between the Company and Dyamed Biotech Pte Ltd., dated November 4, 2021 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 9, 2021, and incorporated herein by reference).
10.15⸸+	Asset Purchase Agreement dated May 14, 2019, between Sonoma Pharmaceuticals, Inc. and Petagon, Ltd. (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 22, 2019, and incorporated herein by reference).
10.15	Sonoma Pharmaceuticals, Inc. Non-Employee Director Compensation Program and Stock Ownership Guidelines, revised by the Board of Directors on January 28, 2026 (included as exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 28, 2026, and incorporated herein by reference).
10.16⸸+	Asset Purchase Agreement dated February 21, 2020, between Sonoma Pharmaceuticals, Inc. and MicroSafe Group, DMCC (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2020, and incorporated herein by reference.)
10.16	First Amendment to the Lease between the Company and Westland Development Services, Inc., dated June 21, 2023 (included as exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q filed November 13, 2023, and incorporated herein by reference).
10.17⸸+	License, Distribution and Supply Agreement by and between Sonoma Pharmaceuticals, Inc. and Brill International, S.L. dated May 19, 2020 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 26, 2020, and incorporated herein by reference.)
10.17	Second Amendment to the Lease between the Company and Westland Development Services, Inc., dated November 5, 2025. (included as exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed February 10, 2026, and incorporated herein by reference).
10.18	~~Consulting~~At Market Issuance Sales Agreement, by and between the Company and ~~Dr.~~Ladenburg ~~Robert~~Thalmann ~~Northey~~& Co. Inc., dated ~~May~~September 3026, ~~2020.~~2025 (included as exhibit 101.21 to the Company’s Current Report on Form 8-K filed onSeptember ~~June 4~~26, ~~2020~~2025, and incorporated herein by reference.).
10.19⸸+	Asset Purchase Agreement between the Company and Infinity Labs SD, Inc., dated June 24, 2020 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2020, and incorporated herein by reference.)
10.19	Offer letter to Jerome Dvonch dated February 7, 2024 (included as exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q filed February 8, 2024, and incorporated herein by reference).
10.20+	Woodstock Lease Agreement between the Company and Fowler Crossing Partners, LP, dated October 1, 2018.
10.21⸸	Licensing Agreement between Sonoma Pharmaceuticals, Inc. and MicroSafe Group, effective July 27, 2020 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2020, and incorporated herein by reference).
10.22⸸	Licensing and Distribution Agreement between Sonoma Pharmaceuticals, Inc. and Gabriel Science, LLC, effective December 14, 2020 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2020, and incorporated herein by reference).
10.23⸸	Exclusive Supply and Distribution Agreement between the Company and EMC Pharma, LLC, dated March 26, 2021 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2021, and incorporated herein by reference).
10.24	Amended and Restated Employment Agreement by and between the Company and Amy Trombly, dated June 16, 2023 (included as exhibit 10.38 to the Company’s Current Report on Form 10-K filed on June 21, 2023, and incorporated herein by reference).
10.25	Amended and Restated Employment Agreement by and between the Company and Bruce Thornton, dated June 16, 2023 (included as exhibit 10.39 to the Company’s Current Report on Form 8-K filed on June 21, 2023, and incorporated herein by reference).
10.26	At-The-Market Offering Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated July 30, 2021 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 30, 2021, and incorporated herein by reference).
10.27	2021 Equity Incentive Plan (included as appendix on the Company’s proxy statement filed on July 29, 2021 and incorporated herein by reference).
10.28+⸸	Exclusive License and Distribution Agreement between the Company and Dyamed Biotech Pte Ltd., dated November 4, 2021 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021, and incorporated herein by reference).

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10.29+⸸	Non-Exclusive Distribution and Supply Agreement between the Company and Salus Medical, LLC dated January 19, 2022 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 20, 2022, and incorporated herein by reference).
10.20	Offer letter to John Dal Poggetto dated February 7, 2024 (included as exhibit 10.42 to the Company’s Quarterly Report on Form 10-Q filed February 8, 2024 and incorporated herein by reference).
10.30+⸸	Exclusive License and Distribution Agreement between Sonoma Pharmaceuticals, Inc. and Anlicare International dated January 18, 2022 (included as exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 20, 2022, and incorporated herein by reference).
10.21⸸+	Distribution Agreement, dated August 19, 2024, by and between Sonoma Pharmaceuticals, Inc. and Medline Industries, LP (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2024, and incorporated herein by reference).
10.31	At-The-Market Offering Agreement, by and between the Company and Ladenburg Thalmann & Co. Inc., dated December 23, 2022 (included as exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 23, 2022, and incorporated herein by reference).
10.22+	Amendment No. 1 to Distribution Agreement, dated October 17, 2024, by and between Sonoma Pharmaceuticals, Inc. and Medline Industries, LP (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 22, 2024, and incorporated herein by reference).
10.32	Sonoma Pharmaceuticals, Inc. Non-Employee Director Compensation Program and Stock Ownership Guidelines, revised by the Board of Directors on December 29, 2022 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2022, and incorporated herein by reference).
10.23⸸+	Master Supply Agreement, dated January 29, 2025, by and between Sonoma Pharmaceuticals, Inc. and WellSpring Pharmaceutical Corporation (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2025, and incorporated herein by reference).
10.33+⸸	Exclusive Distribution and Supply Agreement, dated January 26, 2023, by and between Sonoma Pharmaceuticals, Inc. and Daewoong Pharmaceutical Co., Ltd. (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2023, and incorporated herein by reference).
10.24⸸+	Amendment No. 1 to Master Supply Agreement, dated March 21, 2025, by and between Sonoma Pharmaceuticals, Inc. and WellSpring Pharmaceutical Corporation (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 25, 2025, and incorporated herein by reference).
10.34	Amendment to At-The-Market Offering Agreement, by and between the Company and Ladenburg Thalmann & Co. Inc., dated February 24, 2023 (included as exhibit 1.1 to the Company’s Current Report on Form 8-K filed on February 24, 2023, and incorporated herein by reference).
10.25⸸+	Amendment No. 2 to Master Supply Agreement, dated June 2, 2025, by and between Sonoma Pharmaceuticals, Inc. and WellSpring Pharmaceutical Corporation (included as exhibit 10.30 to the Company’s Annual Report on Form 10-K filed June 17, 2025, and incorporated herein by reference).
10.35	Consulting Agreement, by and between the Company and Jerome Dvonch, dated April 7, 2023 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2023, and incorporated herein by reference).
10.26⸸+	Amendment No. 3 to Master Supply Agreement, dated July 23, 2025, by and between Sonoma Pharmaceuticals, Inc. and WellSpring Pharmaceutical Corporation (included as exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q filed August 7, 2025, and incorporated herein by reference)
10.36	Offer letter to John Dal Poggetto dated July 11, 2023 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 14, 2023, and incorporated herein by reference).
10.27⸸+	Distribution and Supply Agreement, effective March 28, 2025, by and between Sonoma Pharmaceuticals, Inc. and Phase One Health, LLC (included as exhibit 10.31 to the Company’s Annual Report on Form 10-K filed June 17, 2025, and incorporated herein by reference).
10.37	Consulting Agreement, by and between the Company and Jerome Dvonch Consulting, LLC, effective August 15, 2023 (included as exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 14, 2023, and incorporated herein by reference).
10.28	Amended and Restated Employment Agreement by and between the Company and Amy Trombly, dated October 3, 2025 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 9, 2025, and incorporated herein by reference).
10.38	Form of Securities Purchase Agreement (to be filed by amendment)
10.29	Consulting Agreement by and between the Company and Dr. Jay Birnbaum, dated January 28, 2026 (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 28, 2026, and incorporated herein by reference).
14.1	Code of Business Conduct (included as Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on January 23, 2017, and incorporated herein by reference).
10.30	Manufacturing and Supply Agreement, effective October 24, 2025, by and between Sonoma Pharmaceuticals, Inc. and Kenvue Brands LLC (included as exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2026).
21.1	List of Subsidiaries (included as ~~Exhibit~~exhibit 21.1 to the Company’s Annual Report on Form 10-K onfiled June 28, 2017, and incorporated herein by reference).
23.1*	Consent of Frazier & Deeter, LLC, the Registrant’s independent public accounting firm.
23.2	Consent of ~~Burns~~Polsinelli &PC ~~Levinson LLP~~ (incorporated in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page to this ~~Registration~~registration ~~Statement~~statement).
107*	Calculation of Filing Fee
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
107*	Calculation of Filing Fee.

__________________

*	Filed herewith.
†	Confidential treatment has been granted with respect to certain portions of this agreement.
⸸	Certain portions of the exhibit have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the SEC upon request.
+ **	The schedules to the exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request. Indicates management contract or any compensatory plan, contract or arrangement.
+	The schedules to the exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request.

Copies of above exhibits not contained herein are available to any stockholder, upon payment of a reasonable per page fee, upon written request to: Chief Financial Officer, Sonoma Pharmaceuticals, Inc., 5445 Conestoga Court, Suite 150, Boulder, Colorado 80301.

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Item 17.

Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boulder, State of Colorado, on ~~September~~April 1917, ~~2023~~2026.

	SONOMA PHARMACEUTICALS, INC.

	By:	/s/ Amy Trombly
		Amy Trombly Chief Executive Officer (Principal Executive Officer)

We, the undersigned officers and directors of Sonoma ~~POWER~~Pharmaceuticals, Inc., OFa ~~ATTORNEY~~Delaware corporation, hereby constitute and appoint Amy Trombly as the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact to sign for the undersigned and in their respective names as an officer/director of the company, any and all amendments (including post-effective amendments) to this registration statement on Form S-1 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amy Trombly, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Amy Trombly Amy Trombly /s/ Jerome Dvonch Jerome Dvonch /s/ PhilippeWeigerstorfer Philippe Weigerstorfer /s/ Jay Birnbaum Jay Birnbaum /s/ Jerry Mc Laughlin Jerry McLaughlin	Chief Executive Officer (Principal Executive Officer) Interim Chief Financial Officer (Principal Financial Officer, and Principal Accounting Officer) Director Director Director	September 19, 2023 September 19, 2023 September 19, 2023 September 19, 2023 September 19, 2023
/s/ Amy Trombly Amy Trombly	Chief Executive Officer (Principal Executive Officer)	April 17, 2026
/s/ Jerome Dvonch	Chief Financial Officer	April 17, 2026
Jerome Dvonch	(Principal Financial Officer, and Principal Accounting Officer)
/s/ Jerry McLaughlin	Director	April 17, 2026
Jerry McLaughlin
/s/ Vanessa Jacoby	Director	April 17, 2026
Vanessa Jacoby
/s/ Philippe Weigerstorfer	Director	April 17, 2026
Philippe Weigerstorfer

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Filing Compare · Sonoma Pharmaceuticals, Inc.