How much new stock can Sonoma Pharmaceuticals sell into the open market, and how much has it sold already? A Form 8-K the company filed with the U.S. Securities and Exchange Commission on June 18, 2026 answers both questions directly. The filing states that Sonoma (Nasdaq: SNOA) filed a supplement to an existing prospectus supplement that increases the aggregate offering price of its at-the-market common-stock program to $3,641,703, and it reports that the company has sold 173,073 shares for $574,633 since the program began.

The vehicle at the center of the disclosure is what the filing calls an "At Market Issuance Sales Agreement," a contract Sonoma entered into on September 26, 2025 with Ladenburg Thalmann & Co. Inc. An at-the-market, or ATM, program lets a public company sell new shares directly into the existing trading market over time, at prevailing prices, using an investment bank as a sales agent rather than running a single discrete underwritten offering. The 8-K explains that under the agreement Sonoma "may offer and sell, from time to time, through Ladenburg, as agent, shares of its common stock, $0.0001 par value per share."

"From September 26, 2025 through the date hereof, we sold an aggregate of 173,073 shares of our common stock for an aggregate purchase price of $574,633 under Agreement."— Sonoma Pharmaceuticals, Inc., Form 8-K (Item 8.01), source

The mechanics of how the ceiling moved are laid out in the filing itself. Sales under the agreement are made pursuant to a registration statement on Form S-3 (File No. 333-275311) that the SEC declared effective on November 20, 2023, together with a related prospectus supplement filed on September 26, 2025. That September prospectus supplement, the 8-K says, originally registered the sale of up to $2,070,463 of common stock. Against that figure, the company reports selling the 173,073 shares for $574,633, which leaves a portion of the originally registered amount unsold.

What the June 18 supplement changes

The new disclosure ties the increase to a specific SEC rule. The 8-K states that, as of the filing date, "the amount of common stock that we may offer pursuant to General Instruction I.B.6 of Form S-3 has increased to an aggregate offering price of $3,641,703." General Instruction I.B.6 is the SEC provision that caps how much a smaller company — one whose public float sits below a set threshold — can sell off a shelf registration over any trailing 12-month window, with the limit pegged to a fraction of that public float. Because the cap floats with the company's market value, a change in float can raise or lower how much the issuer is permitted to sell.

To act on the higher ceiling, the filing reports that on June 18, 2026 Sonoma filed a supplement to the prospectus supplement "amending and supplementing the Prospectus Supplement to increase the aggregate offering price to $3,641,703." The 8-K specifies that the $3,641,703 figure includes "the $1,495,830 shares of common stock that were previously registered pursuant to the Prospectus Supplement and not sold to date," indicating that the new total folds together the unsold remainder of the earlier registration and the additional capacity created under the I.B.6 calculation.

The numbers in the filing, and what is not in it

Read on its own terms, the document is a short, procedural Item 8.01 "Other Events" report rather than an announcement of a completed capital raise. It records three concrete figures: the new aggregate offering price of $3,641,703; the 173,073 shares already sold for an aggregate purchase price of $574,633; and the $1,495,830 of previously registered, still-unsold stock that the supplement carries forward. Dividing the reported proceeds by the reported share count implies an average sale price of roughly $3.32 per share across the period from late September 2025 through the June 2026 filing date, though the filing itself reports only the aggregate totals, not a per-share price or a timeline of individual sales.

The 8-K is explicit about what it does and does not constitute. It cautions that the document "does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities," and it notes that the summary of the sales agreement "does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement," which Sonoma filed as Exhibit 1.1 to its September 26, 2025 Form 8-K. In other words, the operative legal terms of the program live in the earlier contract; the June filing updates the dollar size and reports progress to date.

The accompanying Item 9.01 exhibit list is correspondingly thin. Beyond the cover-page interactive data file, the only document "filed herewith" is Exhibit 5.1, described as the "Opinion of Polsinelli PC" relating to the validity of the shares that will be issued under the agreement and the new supplement, with the law firm's consent (Exhibit 23.1) included in that opinion. No press release or financial statements were attached — consistent with a routine shelf-capacity update rather than an earnings or transaction event.

For readers tracking Sonoma specifically, the filing supplies a few additional identifiers worth noting alongside the financial figures. The company lists its principal executive offices at 5445 Conestoga Court, Suite 150, Boulder, Colorado, trades its common stock on the Nasdaq Stock Market under the symbol SNOA, and reports that it is incorporated in Delaware. The report was signed by Chief Executive Officer Amy Trombly and dated June 18, 2026. Each of those details, like the dollar amounts above, is drawn directly from the text of the SEC filing rather than from any secondary characterization of it.

What the document ultimately discloses is a change in the size of an existing financing tool and a tally of what has been sold through it so far. It does not state how or when the additional capacity will be used, nor does it report the company's cash position, share count, or any use of proceeds — details that would appear, if at all, in Sonoma's periodic reports rather than in this Item 8.01 notice. The filing's contribution is narrow and specific: a new ceiling of $3,641,703, 173,073 shares sold to date for $574,633, and $1,495,830 of previously registered stock carried into the larger program.