Sonoma Pharmaceuticals Inc美股招股说明书(2026-04-27版)

We are offering 2,962,962 units, each consisting of one share of our common stock, par value $0.0001 per share, and one warrant topurchase one share of common stock, in a firm commitment underwritten public offering at an offering price of $1.35 per unit, forgross proceeds of approximately $4 million. Each warrant will have an exercise price of $1.35 per share of common stock (equal to100% of the public offering price of each unit sold in this offering), will be exercisable immediately, and will expire fiveyears fromthe date of issuance. We are also offering to those purchasers, if any, whose purchase of shares of our common stock in this offeringwould result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at theelection of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, theopportunity to purchase, if they so choose, pre-funded warrants (the "Pre-Funded Warrants") in lieu of shares of common stock thatwould otherwise result in any such purchaser's beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) ofour outstanding common stock. The purchase price of each Pre-Funded Warrant and accompanying warrant will equal the price pershare of common stock and accompanying warrant being sold to the public in this offering, minus $0.0001, and the exercise price ofeach Pre-Funded Warrant will be $0.0001 per share. Each Pre-Funded Warrant will be immediately exercisable and may be exercisedat any time until all of the Pre-Funded Warrants are exercised in full. There is no expiration date for the Pre-Funded Warrants. Thisprospectus also relates to the offering of shares of common stock issuable upon exercise of the Pre-Funded Warrants. The shares of our common stock and Pre-Funded Warrants, and the accompanying warrants, as the case may be, can only be purchasedtogether in this offering but will be issued separately and will be immediately separable upon issuance. We are also registering theshares of common stock issuable from time to time upon exercise of the warrants and the Pre-Funded Warrants included in the unitsoffered hereby. This prospectus also covers the shares of common stock issuable upon exercise of the Underwriter's Warrant. Our common stock is traded on the Nasdaq Capital Market under the symbol “SNOA.” On April 23, 2026, the closing price for ourcommon stock, as reported on the Nasdaq Capital Market, was $1.80 per share. There is no established public trading market for the warrants or the Pre-Funded Warrants, and we do not expect a market to develop.Without an active trading market, the liquidity of the warrants and Pre-Funded Warrants will be limited. In addition, we do not intendto list the warrants or Pre-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange or any other tradingsystem. We are a “smaller reporting company” under applicable federal securities laws and are subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors”beginning on page 6. (1) Units consist of one share of common stock (or a Pre-Funded Warrant in lieu thereof) and one warrant to purchase one share ofcommon stock.(2) We have granted the underwriters an option to purchase an additional 444,444 shares of common stock and/or Pre-Funded Warrants and/or warrants to purchase 444.444 additional shares of common stock from us (being up to 15% of the shares ofcommon stock (including shares underlying Pre-Funded Warrants) and/or up to 15% of the warrants sold in this offering), in anycombination thereof, at the public offering price per share and public offering price per warrant, respectively, less the underwritingdiscounts and commissions, until the earlier of 45days from the date of this prospectus or May 14, 2026. (3) The underwriting discount shall equal 7.5% of the gross proceeds of the securities sold by us in this offering. The underwriter willreceive compensation in addition to the underwriting discount described above. See “Underwriting” for a description ofcompensation payable to the underwriter. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. We anticipate that the delivery of the shares of our common stock, Pre-Funded Warrants, and warrants against payment therefor will bemade on or before April 27, 2026. Dawson James Securities, Inc. Subject to completion, the date of this prospectus is April 24, 2026. TABLE OF CONTENTS PageProspectus Summary1Risk Factors6Use of Proceeds10Underwriting11Market Price and Dividend Policy14Capitalization15Security Ownership of Certain Beneficial Owners and Management16Description of Securities17Certai