Current Report Filing (8-k)
06 November 2019 - 10:20PM
Edgar (US Regulatory)
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) November
5, 2019
SONOMA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33216
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68-0423298
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1129 N. McDowell Blvd.
Petaluma, CA 94954
(Address of principal executive offices)
(Zip Code)
(707) 283-0550
(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):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001
par value per share
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SNOA
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The Nasdaq Stock Market LLC
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Warrants to purchase common stock,
par value $0.0001 per share
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SNOAW
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The Nasdaq Stock Market LLC
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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 o
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. o
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Our adjourned annual meeting of stockholders
was held on November 5, 2019. Proxies were solicited pursuant to our definitive proxy statement filed on July 29, 2019 with the
Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of the Company’s
common stock entitled to vote at the annual meeting was 1,329,726. The number of shares of common stock present or represented
by valid proxy at the annual meeting was 677,052, of which 194,739 were broker non-votes. Each share of common stock was entitled
to one vote with respect to matters submitted to the Company’s stockholders at the annual meeting. At the annual meeting,
our stockholders voted on the matters set forth below.
Proposal 1 – Election of
One Class II Director
Dr. Jay Birnbaum was duly elected as our
Class II director. The results of the election were as follows:
NOMINEE
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FOR
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WITHHELD
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Jay Birnbaum
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386,614
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96,543
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Proposal 2 – Advisory Vote to
Approve Executive Compensation
Our stockholders voted upon and approved,
by non-binding advisory vote, the compensation of our named executive officers, as described in our proxy statement dated July
29, 2019. The votes on this proposal were as follows:
FOR
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AGAINST
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ABSTAIN
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387,222
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63,644
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32,291
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Proposal 3 – Ratification of the Appointment of Independent
Registered Public Accounting Firm
Our stockholders voted upon and approved
the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending
March 31, 2020. The votes on this proposal were as follows:
FOR
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AGAINST
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ABSTAIN
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589,738
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35,220
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52,094
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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.
Date: November 6, 2019
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SONOMA PHARMACEUTICALS, INC.
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By: /s/ Amy Trombly
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Name: Amy Trombly
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Title: Interim Chief Executive Officer
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