Current Report Filing (8-k)
September 13 2018 - 4:07PM
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)
September
10, 2018
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
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94954
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(Address of principal executive offices)
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(Zip Code)
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(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):
☐
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))
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.
☐
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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 annual meeting of stockholders was
held on September 10, 2018. Proxies were solicited pursuant to our definitive proxy statement filed on July 27, 2018 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 6,450,490. The number of shares of common stock present or represented
by valid proxy at the annual meeting was 4,734,349, of which 3,189,859 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 III Director
Ms. Sharon Barbari and Mr. Russell Harrison
were duly elected as our Class I directors. The results of the election were as follows:
NOMINEE
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FOR
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WITHHELD
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Sharon Barbari
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1,293,413
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302,077
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Russell Harrison
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1,293,480
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302,010
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Proposal 2 – Advisory Vote on
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
27, 2018. The votes on this proposal were as follows:
FOR
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AGAINST
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ABSTAIN
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1,228,581
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342,236
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24,673
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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, 2019. The votes on this proposal were as follows:
FOR
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AGAINST
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ABSTAIN
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4,480,637
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227,290
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26,422
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Proposal 4 – Amendment of our
Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, $0.0001 par value
per share from 12,000,000 to a total of 24,000,000 shares
As of September 10, 2018, 48.34% of the
outstanding shares voted in favor of the authorized share increase. Due to the close vote on this proposal, we adjourned the annual
meeting only as it relates to this proposal until September 13, 2018 at 10:00 a.m. PDT, at the same location in order to continue
to solicit additional votes.
At the adjourned meeting, 5,335,783 shares
were present of represented by proxy. The votes on this proposal were as follows:
FOR
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AGAINST
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ABSTAIN
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3,400,000
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1,911,514
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24,269
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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: September 13, 2018
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SONOMA PHARMACEUTICALS, INC.
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By:
/s/ Robert Miller
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Name: Robert Miller
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Title: Chief Financial Officer
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