Current Report Filing (8-k)
04 Mai 2020 - 10:06PM
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) April
29, 2020
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
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SNOA
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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 1.01
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Entry into a Material Definitive Agreement.
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On May 1, 2020, we received loan proceeds
in the amount of $1.3 million under the Paycheck Protection Program, or PPP, from Coastal States Bank, Georgia. The PPP, established
as part of the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, provides for loans to qualifying businesses for
amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are
forgivable after eight weeks as long as we use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities,
and we maintain our payroll levels. The amount of loan forgiveness will be reduced if we terminate employees or reduce salaries
during the eight-week period.
The unsecured loan, which is in the form
of a note dated April 29, 2020, matures on April 29, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing
on November 29, 2020. The note may be prepaid at any time prior to maturity with no prepayment penalties. We intend to use the
loan amount for eligible purposes, such as payroll expenses. While we currently believe that our use of the loan proceeds will
meet the conditions for forgiveness of the loan, we cannot assure you that it will be eligible for forgiveness, in whole or in
part.
This report contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions
or any other statements related to our future activities or future events or conditions. These statements are based on current
expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements
are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from
time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not
undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report,
except as required by law.
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.
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Sonoma Pharmaceuticals, Inc.
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(Registrant)
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Date: May 4, 2020
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By:
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/s/ Amy Trombly
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Name:
Title:
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Amy Trombly
Chief Executive Officer
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