Sonoma Pharmaceuticals: adopts Section 382 rights agreement

What happened

• Sonoma Pharmaceuticals filed an 8-K reporting that on Oct 6, 2026 its board approved and the company entered into a Section 382 rights agreement with Computershare Inc., replacing the rights agreement dated Oct 18, 2016 that expires Oct 18, 2026.
• The Rights Agreement provides for a dividend of one preferred stock purchase right, or a Right, for each share of common stock outstanding on the Record Date of Oct 13, 2026; each Right entitles the holder to purchase 1/1,000 of a share of Series B Preferred Stock for a purchase price of $10.00.
• The board also adopted an Amended and Restated Certificate of Designation of Series B Preferred Stock, which was filed with the Delaware Secretary of State and became effective Oct 6, 2026.

Key details

• Rights become exercisable on the Distribution Date, generally the 10th calendar day after the company learns a person or group beneficially owns 4.99% or more of common stock or a Grandfathered Person exceeds its Grandfathered Percentage by 0.5%, or on a date designated by the board after a tender or exchange offer begins.
• Rights expire on the earliest of (a) Oct 6, 2036 or (b) such earlier date as the company’s NOLs and other tax benefits have expired or been exhausted, unless earlier redeemed or exchanged.
• Rights are redeemable by the board at $0.0001 per Right prior to the earlier of discovery of an Acquiring Person or the Expiration Date.
• The Preferred Stock issuable on exercise is structured so that each 1/1,000th of a share of Preferred Stock is the economic and voting equivalent of one share of common stock; adjustments apply for stock splits, dividends and similar events.

Why it may matter

• Item reported: Item 5.03 (Amendments to articles of incorporation or bylaws). The filing says the board adopted the Rights Agreement and the Amended and Restated Certificate of Designation to protect shareholder value by guarding against a potential limitation on the company’s ability to use its net operating loss carryforwards, or NOLs, and other tax benefits.
• This filing does not show why the insider traded or why the company acted.