Current Report Filing (8-k)
December 30 2022 - 5:01PM
Edgar (US Regulatory)
0001367083
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0001367083
2022-12-29
2022-12-29
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) December 29, 2022
SONOMA
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-33216 |
|
68-0423298 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
5445
Conestoga Court, Suite
150
Boulder, CO 80301
(Address of principal executive offices)
(Zip Code)
(800) 759-9305
(Registrant’s telephone number, including
area code)
Not applicable.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common
Stock |
SNOA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 5.02. |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 29, 2022, our Board of Directors adopted
a revised Non-Employee Director Compensation Program and Stock Ownership Guidelines (the “Director Compensation Plan”) in
order to decrease the number of options to be granted to each non-employee director in connection with the Company’s annual grant
of stock options. A copy of the Director Compensation Plan is filed herewith as Exhibit 10.1.
Also on December 29, 2022, we completed our annual
grant of stock options to employees, including executive officers, and directors of the Company. The annual grant is intended to recognize
employees who meet certain employment criteria and retain key employees. The exercise price of the options is based on the closing price
of our common stock of $1.08 per share on December 29, 2022, and the options granted to executive officers and directors vest in three
equal tranches on the first, second and third anniversary of the grant date. All options vest upon change of control and as otherwise
provided in an executive officer’s employment agreement. Each director received 20,000 options pursuant to the Director Compensation
Plan and each executive officer received grants as follows:
| · | Amy Trombly, Chief Executive Officer: 40,000
options; |
| · | Chad White, Chief Financial Officer: a prorated
amount of 9,753 options based on Mr. White’s start of employment with the Company on October 3, 2022; and |
| · | Bruce Thornton, Chief Operations Officer: 40,000
options. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
10.1 |
|
Sonoma Pharmaceuticals, Inc. Non-Employee Director Compensation Program
and Stock Ownership Guidelines, revised by the Board of Directors on December 29, 2022.
|
104 |
|
Cover Page Interactive Data File (formatted in inline XBRL in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SONOMA PHARMACEUTICALS, INC. |
|
|
|
|
Date: December 30, 2022 |
By: |
/s/ Amy Trombly |
|
Name:
Title: |
Amy Trombly
Chief Executive Officer |
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