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Sonoma Pharmaceuticals(SNOA) - 2024 Q4 - Annual Report
2024-06-17 20:13
Part I [Item 1. Business](index=4&type=section&id=ITEM%201.%20Business) Sonoma Pharmaceuticals is a global healthcare company specializing in stabilized hypochlorous acid (HOCl) products for wound care, eye care, dermatology, and animal health, focusing on revenue growth and cost management through direct sales and partnerships in 55 countries - The company is a global healthcare leader focused on developing and producing stabilized hypochlorous acid (HOCl) products for a wide range of applications[16](index=16&type=chunk) - Business strategy involves growing revenues through new customers and distributors, introducing new products, and expanding regulatory approvals, while maintaining cost controls[17](index=17&type=chunk) - Sonoma sells its products directly and through partners in **55 countries** across various channels, including dermatology, wound care, eye care, oral care, podiatry, and animal health[16](index=16&type=chunk)[20](index=20&type=chunk) - Recent business developments include expanding product lines like MicrocynAH® and Microcyn® Negative Pressure Wound Therapy, launching new consumer products like Lumacyn Clarifying Mist, and establishing a Scientific Advisory Board[22](index=22&type=chunk) - As of June 17, 2024, the company employed **9 full-time employees in the U.S.**, **one in the Netherlands**, and **162 in Mexico**[52](index=52&type=chunk) [Business Channels and Products](index=5&type=section&id=Business%20Channels%20and%20Products) Sonoma's business is structured across key channels including Dermatology, Wound Care, Eye Care, Oral/Nasal Care, Podiatry, Animal Health, and Surface Disinfectants, leveraging its core HOCl technology through direct sales and partnerships - Dermatology products target redness, irritation, scars, and eczema, with partners like EMC Pharma for prescription products in the U.S. and various distributors internationally[21](index=21&type=chunk)[23](index=23&type=chunk)[30](index=30&type=chunk) - Wound care products are used for acute and chronic wounds, sold directly to healthcare practitioners in the U.S. and through distributors in Europe, the Middle East, and Asia[31](index=31&type=chunk)[32](index=32&type=chunk) - Eye care products, such as Acuicyn™ and Ocucyn®, are sold through partners like EMC Pharma in the U.S. and Brill International in Europe[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - Animal health products (MicrocynAH®) are distributed in the U.S. and Canada by Compana Pet Brands and in Asia and Europe by Petagon[47](index=47&type=chunk)[48](index=48&type=chunk) - Surface disinfectant Nanocyn® is sold through partner MicroSafe and has received EPA approval for use in the U.S. against pathogens like COVID-19, MRSA, and Norovirus[49](index=49&type=chunk)[51](index=51&type=chunk) [Research and Development, Manufacturing, and Regulatory](index=14&type=section&id=Research%20and%20Development%2C%20Manufacturing%2C%20and%20Regulatory) R&D expenses significantly increased in FY2024, with all products manufactured at its ISO 13485 certified facility in Mexico, holding 21 FDA 510(k) clearances and a CE certificate for broad market access Research and Development Expense | Fiscal Year | R&D Expense (USD) | | :--- | :--- | | 2024 | $1,871,000 | | 2023 | $207,000 | - All products are manufactured at the company's facility in Zapopan, Mexico, which is certified under U.S. cGMP, ISO 13485, and approved by the Mexican Ministry of Health[72](index=72&type=chunk) - The company has obtained **21 U.S. FDA 510(k) clearances** for its products as medical devices[75](index=75&type=chunk) - Internationally, Sonoma has a CE certificate covering **39 products in 54 countries**, along with various other approvals in regions like Brazil, China, and the Middle East[76](index=76&type=chunk) [Customers, IP, and Competition](index=17&type=section&id=Customers%2C%20IP%2C%20and%20Competition) Sonoma relies on a few key customers, protects its technology through IP, and competes in crowded markets against larger companies, with its stable HOCl-based formulations providing a competitive edge Significant Customer Revenue Concentration (FY2024) | Customer | % of Net Revenues | | :--- | :--- | | Customer A | 17% | | Customer B | 15% | | Customer C | 14% | - The company's success depends on protecting its proprietary technology through patents, trademarks, and trade secrets[82](index=82&type=chunk) - Competes with large healthcare companies that have advantages in name recognition, distribution, and financial resources[89](index=89&type=chunk)[91](index=91&type=chunk) - The company believes its HOCl-based solutions are among the most stable available, providing a key competitive advantage[88](index=88&type=chunk) [Government Regulation](index=18&type=section&id=Government%20Regulation) Sonoma operates in a highly regulated environment, with products primarily regulated as medical devices requiring FDA 510(k) clearance and CE marking, subject to various U.S. healthcare laws and foreign regulations, including potential reclassification of wound care products - Products are subject to extensive regulation by the FDA and foreign authorities, covering research, manufacturing, marketing, and sales[89](index=89&type=chunk) - In the U.S., products are regulated as medical devices, typically requiring 510(k) pre-market notification to demonstrate substantial equivalence to a legally marketed device[90](index=90&type=chunk)[92](index=92&type=chunk) - A proposed FDA rule may reclassify certain wound dressings containing hypochlorous acid into Class II devices, which would require new 510(k) applications and compliance with special controls[95](index=95&type=chunk) - The company is subject to U.S. healthcare laws including the Physician Payments Sunshine Act, Anti-Kickback Statute, False Claims Act, and HIPAA[99](index=99&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk) - In the European Union, products must comply with the Medical Devices Regulation and affix a CE marking to be sold[109](index=109&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces significant risks including ongoing net losses, going concern doubts, dependence on key customers and distributors, international operational and tax risks, extensive regulatory hurdles, market competition, and potential Nasdaq delisting - The company has a history of net losses, with a **net loss of $4.8 million in FY2024**, and an **accumulated deficit of $194.3 million** These conditions raise **substantial doubt about its ability to continue as a going concern**[119](index=119&type=chunk) - Dependence on third-party distributors and a few key customers is a major risk In FY2024, **three customers accounted for 17%, 15%, and 14% of net revenues**, respectively[121](index=121&type=chunk)[127](index=127&type=chunk) - Significant international operations (**76% of revenue in FY2024**) expose the company to political, economic, and currency risks A substantial intercompany debt of its Mexican subsidiary poses a significant tax liability risk[124](index=124&type=chunk)[128](index=128&type=chunk) - The company faces extensive regulatory risks, including potential delays or failure to obtain FDA clearances for new products and the risk of non-compliance with ongoing regulations, which could lead to recalls or market withdrawal[132](index=132&type=chunk)[137](index=137&type=chunk) - The company is not in compliance with Nasdaq's minimum bid price requirement of **$1.00 per share** and has until **September 16, 2024**, to regain compliance, facing a **risk of delisting**[188](index=188&type=chunk) [Item 1B. Unresolved Staff Comments](index=39&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments - Not Applicable[190](index=190&type=chunk) [Item 1C. Cybersecurity](index=39&type=section&id=ITEM%201C.%20Cybersecurity) Cybersecurity risks are managed through internal and external assessments, employee policies, and Board oversight, with no material incidents reported to date - Cybersecurity risk management involves management assessments, an outside consultant, and secure third-party software[191](index=191&type=chunk) - The Board of Directors, as a whole, oversees cybersecurity risks, with management providing regular updates[193](index=193&type=chunk) - The company is not currently aware of any cybersecurity threats that have materially affected or are likely to materially affect its business, operations, or financial condition[192](index=192&type=chunk) [Item 2. Properties](index=39&type=section&id=ITEM%202.%20Properties) The company leases its principal executive office in Colorado and manufacturing facilities in Mexico, which are deemed adequate for the next 12 months Leased Properties | Location | Purpose | Monthly Rent | | :--- | :--- | :--- | | Boulder, CO | Principal executive office | USD 3,573 | | Zapopan, Mexico | Office, manufacturing | MXN 209,811 | | Zapopan, Mexico | Warehouse | MXN 213,625 | [Item 3. Legal Proceedings](index=39&type=section&id=ITEM%203.%20Legal%20Proceedings) The company may be involved in ordinary course legal matters, but management considers them insignificant and not materially adverse - The company may be involved in ordinary course legal matters, but management currently considers them insignificant[195](index=195&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[196](index=196&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=ITEM%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "SNOA", has approximately 291 holders, and has never paid or intends to pay cash dividends - Common stock is traded on The Nasdaq Capital Market under the symbol **"SNOA"**[198](index=198&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[200](index=200&type=chunk) [Item 6. Selected Financial Data](index=40&type=section&id=ITEM%206.%20Selected%20Financial%20Data) As a smaller reporting company, Sonoma Pharmaceuticals is not required to provide selected financial data - The company is a smaller reporting company and is not required to provide selected financial data[203](index=203&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2024 revenue decreased 4% to $12.7 million, gross margin improved to 37%, R&D surged 804% to $1.9 million, resulting in a $4.8 million net loss and $2.4 million net cash used in operations, raising substantial doubt about going concern [Results of Operations](index=41&type=section&id=Results%20of%20Operations) FY2024 total revenue decreased 4% to $12.7 million, with Europe growing 18% offset by U.S. and Latin America declines, while gross profit increased to $4.7 million (37% margin), R&D surged 804%, leading to a $4.8 million net loss Revenue by Geographic Region (in thousands) | Region | FY 2024 | FY 2023 | % Change | | :--- | :--- | :--- | :--- | | United States | $3,058 | $3,428 | (11%) | | Europe | $4,781 | $4,051 | 18% | | Asia | $2,298 | $2,451 | (6%) | | Latin America | $1,726 | $2,383 | (28%) | | Rest of the World | $872 | $959 | (9%) | | **Total** | **$12,735** | **$13,272** | **(4%)** | Key Operating Metrics (in thousands) | Metric | FY 2024 | FY 2023 | % Change | | :--- | :--- | :--- | :--- | | Gross Profit | $4,745 | $4,477 | 6% | | Gross Margin | 37% | 34% | N/A | | R&D Expense | $1,871 | $207 | 804% | | SG&A Expense | $7,575 | $8,840 | (14%) | | Net Loss | $(4,835) | $(5,151) | (6%) | [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, cash was $3.1 million and working capital $8.8 million, with net cash used in operations at $2.4 million, but ongoing losses and negative cash flows raise substantial doubt about going concern, requiring future capital Cash and Working Capital (in thousands) | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $3,128 | $3,820 | | Working capital | $8,829 | $10,081 | Summary of Cash Flows (in thousands) | Activity | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,398) | $(6,152) | | Net cash used in investing activities | $(2) | $(258) | | Net cash provided by financing activities | $1,676 | $2,489 | - Management states that the company's history of losses and need for additional capital raise **substantial doubt about its ability to continue as a going concern**[230](index=230&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Sonoma Pharmaceuticals is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[239](index=239&type=chunk) [Item 8. Consolidated Financial Statements and Supplementary Data](index=46&type=section&id=ITEM%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the consolidated financial statements for FY2024 and FY2023, including the auditor's report highlighting going concern doubt, along with balance sheets, statements of comprehensive loss, changes in equity, cash flows, and accompanying notes [Report of Independent Registered Public Accounting Firm](index=47&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor's report confirms fair presentation of financial statements but expresses substantial doubt about the company's ability to continue as a going concern due to significant losses and negative operating cash flows - The auditor's report explicitly states that the company's significant losses, negative operating cash flows, and need to raise additional funds raise **substantial doubt about its ability to continue as a going concern**[244](index=244&type=chunk) [Consolidated Financial Statements](index=48&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of $14.7 million and liabilities of $8.6 million as of March 31, 2024, with a $4.8 million net loss on $12.7 million revenue for the year, and an accumulated deficit of $194.3 million Consolidated Balance Sheet Data (in thousands) | Account | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $12,548 | $13,798 | | Total Assets | $14,740 | $16,231 | | Total Current Liabilities | $3,719 | $3,717 | | Total Liabilities | $8,603 | $8,254 | | Total Stockholders' Equity | $6,137 | $7,977 | Consolidated Statement of Comprehensive Loss (in thousands) | Account | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Revenues | $12,735 | $13,272 | | Gross Profit | $4,745 | $4,477 | | Loss from Operations | $(4,701) | $(4,570) | | Net Loss | $(4,835) | $(5,151) | Revenue Disaggregation (in thousands) | Source | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Human Care | $10,110 | $9,426 | | Animal Care | $2,203 | $2,500 | | Service/Royalty | $422 | $1,346 | | **Total** | **$12,735** | **$13,272** | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=72&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - None[366](index=366&type=chunk) [Item 9A. Controls and Procedures](index=72&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2024, due to material weaknesses in internal control over financial reporting, with remediation efforts underway but not yet fully effective - Management concluded that disclosure controls and procedures were **not effective as of March 31, 2024**[368](index=368&type=chunk) - **Material weaknesses** in internal control over financial reporting were identified, including inadequate spreadsheet controls, lack of separation of duties, and inadequate revenue reporting analysis[370](index=370&type=chunk) - Remediation measures are underway, such as hiring new financial leadership, separating duties, and improving controls, but the weaknesses are not yet considered fully remediated[371](index=371&type=chunk)[372](index=372&type=chunk) [Item 9B. Other Information](index=73&type=section&id=ITEM%209B.%20Other%20Information) On June 14, 2024, the Board amended bylaws to reduce the stockholder meeting quorum to one-third, and the Compensation Committee approved 53,586 Restricted Stock Units for three key executives - On **June 14, 2024**, the company amended its bylaws to reduce the quorum for stockholder meetings from a majority to **one-third of outstanding stock**[374](index=374&type=chunk) - On **June 14, 2024**, equity awards of **53,586 Restricted Stock Units** were granted to CEO Amy Trombly, CFO Jerome Dvonch, and COO Bruce Thornton[375](index=375&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=74&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement, with the company maintaining a Code of Business Conduct and procedures for director nominations - Required information is incorporated by reference from the 2024 Annual Meeting Proxy Statement[379](index=379&type=chunk) - The company has a Code of Business Conduct available on its website and has established procedures for stockholders to nominate directors[381](index=381&type=chunk)[383](index=383&type=chunk) [Item 11. Executive Compensation](index=75&type=section&id=ITEM%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2024 Proxy Statement - Required information is incorporated by reference from the 2024 Proxy Statement[384](index=384&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=75&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership and equity compensation plans is incorporated by reference from the 2024 Proxy Statement - Required information is incorporated by reference from the 2024 Proxy Statement[385](index=385&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=75&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Required information is incorporated by reference from the 2024 Proxy Statement[386](index=386&type=chunk) [Item 14. Principal Accounting Fees and Services](index=75&type=section&id=ITEM%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement - Required information is incorporated by reference from the 2024 Proxy Statement[387](index=387&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=76&type=section&id=ITEM%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, referencing financial statements under Item 8, noting omitted schedules, and providing an index of all exhibits including corporate governance and material contracts - This section contains an index of all exhibits filed with the Form 10-K, including corporate governance documents, material agreements, and Sarbanes-Oxley certifications[392](index=392&type=chunk)[393](index=393&type=chunk) - Financial statements are referenced under Item 8, and financial statement schedules are omitted as they are not applicable or the information is included elsewhere[390](index=390&type=chunk)[391](index=391&type=chunk) [Item 16. Form 10-K Summary](index=79&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) There is no Form 10-K summary provided - None[399](index=399&type=chunk)
Sonoma Pharmaceuticals(SNOA) - 2024 Q3 - Quarterly Report
2024-02-08 21:01
[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section presents the company's unaudited financial statements, highlighting a reduced net loss for Q3 FY2024, a decrease in total assets to $14.6 million, and notes detailing liquidity and subsequent equity offerings [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets decreased to $14.6 million from $16.2 million, primarily due to reduced cash and cash equivalents, while total liabilities and stockholders' equity also saw slight declines Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | Dec 31, 2023 (Unaudited) | Mar 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,406 | $3,820 | | Total current assets | $12,502 | $13,798 | | Total assets | $14,618 | $16,231 | | **Liabilities & Equity** | | | | Total current liabilities | $3,074 | $3,717 | | Total liabilities | $7,926 | $8,254 | | Total stockholders' equity | $6,692 | $7,977 | [Condensed Consolidated Statements of Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) For Q3 2023, revenues increased to $3.14 million and net loss significantly narrowed to $0.87 million, while nine-month revenues decreased to $9.30 million with a stable net loss Financial Performance (in thousands, except per share data) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $3,138 | $2,944 | $9,296 | $10,258 | | Gross Profit | $1,460 | $831 | $3,654 | $3,613 | | Loss from Operations | ($844) | ($1,834) | ($3,292) | ($3,423) | | Net Loss | ($866) | ($1,939) | ($3,768) | ($3,843) | | Net Loss Per Share | ($0.08) | ($0.62) | ($0.54) | ($1.24) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended December 31, 2023, net cash used in operating activities improved to $2.55 million, while financing activities provided $1.05 million, resulting in a $1.41 million decrease in cash and equivalents Cash Flow Summary (Nine Months Ended Dec 31, in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,550) | $(3,711) | | Net cash used in investing activities | $(20) | $(176) | | Net cash provided by (used in) financing activities | $1,054 | $(883) | | **Net decrease in cash** | **$(1,414)** | **$(4,762)** | | **Cash and cash equivalents, end of period** | **$2,406** | **$2,634** | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's financial condition, raising substantial doubt about its going concern ability due to recurring losses, and highlight recent equity offerings, revenue disaggregation, and a new license agreement - The company's recurring net losses and cash usage raise **substantial doubt about its ability to continue as a going concern**[18](index=18&type=chunk)[19](index=19&type=chunk) - In October 2023, the company sold **8,500,000 shares** of common stock for net proceeds of **$1,446,000**[52](index=52&type=chunk) - Subsequent to quarter end, on January 5, 2024, the company entered a license and distribution agreement with NovaBay Pharmaceuticals, Inc. to sell Avenova-branded products in the European Union[68](index=68&type=chunk) Revenue Disaggregation (Nine Months Ended Dec 31, in thousands) | Category | 2023 | 2022 | | :--- | :--- | :--- | | **By Revenue Source** | | | | Human Care | $7,286 | $7,050 | | Animal Care | $1,688 | $1,957 | | Service and Royalty | $322 | $1,251 | | **Total** | **$9,296** | **$10,258** | | **By Geographic Region** | | | | United States | $2,214 | $2,603 | | Europe | $3,488 | $3,117 | | Asia | $1,730 | $1,952 | | Latin America | $1,165 | $1,827 | | Rest of the World | $699 | $759 | | **Total** | **$9,296** | **$10,258** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 7% Q3 revenue increase driven by U.S. and Europe, a 9% nine-month decrease, significant gross margin improvement, reduced operating expenses, and capital raises to address liquidity and going concern issues [Our Business](index=18&type=section&id=Our%20Business) Sonoma Pharmaceuticals is a global healthcare company specializing in stabilized hypochlorous acid (HOCl) products, utilizing a partnership distribution model, and has recently launched several new products across various care markets - The company's core business is developing and producing **stabilized hypochlorous acid (HOCl) products** for various healthcare applications[73](index=73&type=chunk) - Recent product launches include Pediacyn™ for pediatric dermatology, an intraoperative pulse lavage irrigation treatment, and Lumacyn Clarifying Mist for direct-to-consumer skincare[83](index=83&type=chunk)[91](index=91&type=chunk) - The company primarily uses a **partnership model** for marketing and distribution across **55 countries**, alongside direct sales to consumers and professionals[16](index=16&type=chunk)[76](index=76&type=chunk) [Results of Continuing Operations](index=23&type=section&id=Results%20of%20Continuing%20Operations) Q3 2024 total revenue increased 7% to $3.1 million, driven by U.S. and European sales, while nine-month revenue decreased 9%, with gross profit surging 76% and operating loss significantly reduced due to lower SG&A Revenue by Geography (Q3, in thousands) | Region | Q3 2023 | Q3 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | United States | $868 | $761 | $107 | 14% | | Europe | $1,217 | $1,104 | $113 | 10% | | Asia | $522 | $514 | $8 | 2% | | Latin America | $368 | $384 | ($16) | (4%) | | **Total** | **$3,138** | **$2,944** | **$194** | **7%** | Key Operating Metrics (Q3, in thousands) | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Gross Profit | $1,460 | $831 | 76% | | Gross Margin | 47% | 28% | - | | R&D Expense | $601 | $– | 100% | | SG&A Expense | $1,703 | $2,665 | (36%) | - The decrease in nine-month revenue for Latin America was primarily due to a **one-time $750,000 sale of machinery** in the prior year period[113](index=113&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended the quarter with $2.4 million in cash, an accumulated deficit of $193.3 million, and raised capital through recent equity offerings, but management still expresses substantial doubt about its going concern ability - The company's cash position was **$2.4 million** as of December 31, 2023, with an accumulated deficit of **$193.3 million**[122](index=122&type=chunk) - In October 2023, the company raised net proceeds of **$1,446,000** through a common stock offering[124](index=124&type=chunk) - In December 2023, the company entered an Equity Distribution Agreement, subsequently selling **1,923,100 shares** in January 2024 for net proceeds of approximately **$356,000**[126](index=126&type=chunk)[67](index=67&type=chunk) - Management has concluded there is **substantial doubt about the company's ability to continue as a going concern** and may need to reduce costs if additional capital is not secured[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Sonoma Pharmaceuticals is not required to provide quantitative and qualitative disclosures about market risk - The company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[141](index=141&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2023, due to material weaknesses in internal control over financial reporting, with remediation efforts underway but not yet fully complete - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of December 31, 2023, due to material weaknesses in internal controls over financial reporting[143](index=143&type=chunk) - Identified weaknesses include inadequate spreadsheet controls, lack of separation of duties in financial reporting, and insufficient analysis of revenue[146](index=146&type=chunk) - Remediation measures include hiring an interim CFO and a Controller, separating financial report preparation and review, and implementing additional revenue recognition controls[149](index=149&type=chunk) [PART II - OTHER INFORMATION](index=29&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company may be involved in ordinary course legal matters, but management currently considers them insignificant - While the company may be involved in ordinary course legal matters, management currently considers them to be **insignificant**[151](index=151&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) A new material risk factor concerns the company's non-compliance with Nasdaq's minimum bid price requirement, potentially leading to delisting if not resolved by March 20, 2024 - The company received a notice from Nasdaq on September 22, 2023, for **non-compliance with the minimum bid price rule of $1.00 per share**[153](index=153&type=chunk) - The company has until **March 20, 2024**, to regain compliance, with potential delisting materially affecting access to capital markets if unresolved[153](index=153&type=chunk)[154](index=154&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not issue any unregistered securities during the quarter ended December 31, 2023 - No unregistered securities were issued during the quarter ended December 31, 2023[155](index=155&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) Jerome Dvonch was appointed as the permanent Chief Financial Officer effective February 7, 2024, and a new offer letter was issued to the company's Controller - Jerome Dvonch was appointed as the **permanent Chief Financial Officer**, effective February 7, 2024[158](index=158&type=chunk) - Mr. Dvonch's annual salary is **$240,000** with a potential bonus of up to **50%**[159](index=159&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications by the CEO and CFO, and offer letters for key personnel
Sonoma Pharmaceuticals(SNOA) - 2024 Q2 - Quarterly Report
2023-11-13 21:01
[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) The company reported a net loss of $2.9 million for the six months ended September 30, 2023, with total assets decreasing and significant going concern doubt [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$13.6 million** as of September 30, 2023, driven by a drop in cash, while total stockholders' equity declined Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | September 30, 2023 (Unaudited) | March 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,137 | $3,820 | | Total current assets | $11,516 | $13,798 | | **Total assets** | **$13,635** | **$16,231** | | **Liabilities & Equity** | | | | Total current liabilities | $3,239 | $3,717 | | **Total liabilities** | **$7,960** | **$8,254** | | **Total stockholders' equity** | **$5,675** | **$7,977** | [Condensed Consolidated Statements of Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Revenues decreased to **$6.2 million** for the six months ended September 30, 2023, leading to a widened net loss of **$2.9 million** Statement of Comprehensive Loss Summary (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $2,731 | $3,331 | $6,158 | $7,314 | | Gross Profit | $990 | $1,536 | $2,194 | $3,182 | | Loss from Operations | $(1,208) | $(731) | $(2,448) | $(1,586) | | Net Loss | $(1,484) | $(1,017) | $(2,902) | $(1,904) | | Net Loss Per Share | $(0.29) | $(0.33) | $(0.57) | $(0.61) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to **$1.4 million** for the six months ended September 30, 2023, with cash and cash equivalents ending at **$2.1 million** Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,446) | $(3,363) | | Net cash used in investing activities | $(19) | $(210) | | Net cash used in financing activities | $(264) | $(565) | | **Net decrease in cash and cash equivalents** | **$(1,683)** | **$(4,045)** | | **Cash and cash equivalents, end of period** | **$2,137** | **$3,351** | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes highlight substantial doubt about going concern due to recurring losses and low cash, with revenue concentrated and a recent **$1.4 million** stock offering - The company's recurring net losses (**$2.9M** for the six months ended Sep 30, 2023), accumulated deficit (**$192.4M**), and low cash balance (**$2.1M**) raise substantial doubt about its ability to continue as a going concern[18](index=18&type=chunk)[19](index=19&type=chunk) Revenue Disaggregation by Source (in thousands) | Revenue Source | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Human Care | $4,825 | $4,615 | | Animal Care | $1,067 | $1,523 | | Service and Royalty | $266 | $1,176 | | **Total** | **$6,158** | **$7,314** | Revenue Disaggregation by Geography (in thousands) | Geographic Region | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | United States | $1,396 | $1,842 | | Europe | $2,271 | $2,012 | | Asia | $1,208 | $1,438 | | Latin America | $747 | $1,444 | | Rest of the World | $536 | $578 | | **Total** | **$6,158** | **$7,314** | - For the six months ended September 30, 2023, three customers (C, B, and A) represented **17%**, **12%**, and **14%** of net revenue, respectively[62](index=62&type=chunk) - In October 2023, the company sold 8,500,000 shares of common stock at **$0.20 per share**, generating gross proceeds of **$1.7 million** and estimated net proceeds of **$1.414 million**[65](index=65&type=chunk)[66](index=66&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **16%** revenue decline due to lower sales and a one-time event, a reduced gross profit margin, cost containment efforts, and ongoing liquidity concerns with substantial doubt about going concern [Our Business](index=16&type=section&id=Our%20Business) Sonoma Pharmaceuticals develops stabilized hypochlorous acid (HOCl) products for diverse applications, employing a global distribution strategy alongside direct sales and launching new products - The company is a global healthcare leader focused on developing and producing stabilized hypochlorous acid (HOCl) products for a wide range of applications[71](index=71&type=chunk) - The core strategy is to work with partners for marketing and distribution, but the company also sells its own products directly. Key markets include dermatology, wound care, eye care, oral/nasal care, podiatry, animal health, and surface disinfectants[73](index=73&type=chunk) - Recent product launches include Pediacyn™ for pediatric care (April 2023) and Podiacyn™ for foot care (April 2023), both sold direct-to-consumer in the U.S. The company is also developing an intraoperative pulse lavage irrigation treatment, anticipating a U.S. commercial launch in 2024[80](index=80&type=chunk)[88](index=88&type=chunk)[96](index=96&type=chunk) [Results of Continuing Operations](index=20&type=section&id=Results%20of%20Continuing%20Operations) Total revenue decreased by **16%** to **$6.2 million** for the six months ended September 30, 2023, driven by declines in U.S. and Latin American sales, while R&D expenses increased and SG&A decreased Revenue by Geographic Region (in thousands) | Region | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | United States | $1,396 | $1,842 | $(446) | (24%) | | Europe | $2,271 | $2,012 | $259 | 13% | | Asia | $1,208 | $1,438 | $(230) | (16%) | | Latin America | $747 | $1,444 | $(697) | (48%) | | Rest of the World | $536 | $578 | $(42) | (7%) | | **Total** | **$6,158** | **$7,314** | **$(1,156)** | **(16%)** | - The decrease in U.S. revenue was primarily due to a decline in over-the-counter animal health care sales. The decrease in Latin America was mainly due to a one-time **$750,000** service revenue from selling machinery in the prior period[104](index=104&type=chunk)[107](index=107&type=chunk) Operating Expense Changes (in thousands) | Expense Category | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | % Change | | :--- | :--- | :--- | :--- | | Research and Development | $861 | $406 | 112% | | Selling, General and Administrative | $3,781 | $4,362 | (13)% | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is precarious with **$2.1 million** cash and a **$192.4 million** accumulated deficit, raising substantial doubt about its going concern ability despite a recent **$1.4 million** stock offering - As of September 30, 2023, the company had cash and cash equivalents of **$2.1 million** and an accumulated deficit of **$192.4 million**[116](index=116&type=chunk) - Net cash used in operating activities for the six months ended September 30, 2023, was **$1.4 million**, an improvement from **$3.4 million** in the prior-year period, primarily due to favorable changes in accounts receivable and inventory[119](index=119&type=chunk)[120](index=120&type=chunk) - Management states that recurring losses and the need for additional capital raise substantial doubt about the company's ability to continue as a going concern[124](index=124&type=chunk) - Subsequent to the quarter end, on October 30, 2023, the company raised estimated net proceeds of **$1.414 million** through a common stock offering[118](index=118&type=chunk) [Material Trends and Uncertainties](index=24&type=section&id=Material%20Trends%20and%20Uncertainties) The company identifies key risks including customer concentration, foreign currency fluctuations, a Mexican tax liability, and broader macroeconomic uncertainties like inflation and recession - The company faces risks from customer concentration, foreign currency fluctuations (Euro and Mexican Peso), and a substantial tax liability in Mexico[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - Economic uncertainties, including inflation, shipping costs, supply chain issues, and the prospect of a recession, are being closely monitored as they may impact financial results[128](index=128&type=chunk)[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company has elected not to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information for this item[132](index=132&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2023, due to material weaknesses, despite ongoing remediation efforts - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of September 30, 2023[134](index=134&type=chunk) - Material weaknesses identified include inadequate spreadsheet controls, a lack of separation of duties in financial reporting, and errors related to income tax withholding accruals[136](index=136&type=chunk) - Remediation measures include hiring an interim CFO and a Controller, separating preparation and review of financial reports, and implementing additional controls. However, these controls have not yet been tested over a sufficient period to confirm their effectiveness[137](index=137&type=chunk)[139](index=139&type=chunk) [PART II - OTHER INFORMATION](index=27&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Management believes any legal proceedings in the ordinary course of business are currently insignificant - While the company may be involved in ordinary course legal matters, management currently considers them to be insignificant[141](index=141&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) A key risk is non-compliance with Nasdaq's minimum bid price requirement, potentially leading to delisting if not resolved by March 20, 2024 - On September 22, 2023, the company received a notice from Nasdaq for failing to maintain a minimum bid price of **$1.00 per share**[143](index=143&type=chunk) - The company has a 180-day period, until March 20, 2024, to regain compliance. Failure to do so could result in the delisting of its common stock from Nasdaq[143](index=143&type=chunk)[144](index=144&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered securities were issued during the quarter ended September 30, 2023 - No unregistered securities were issued during the quarter ended September 30, 2023[145](index=145&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with the Form 10-Q, including corporate governance documents and certifications
Sonoma Pharmaceuticals(SNOA) - 2024 Q1 - Quarterly Report
2023-08-10 20:01
PART I - FINANCIAL INFORMATION [Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Sonoma Pharmaceuticals reported decreased revenues and a higher net loss for Q2 2023, with improved operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to $15.89 million, while liabilities increased and equity declined as of June 30, 2023 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 (Unaudited) | March 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,544 | $3,820 | | Total current assets | $13,587 | $13,798 | | Total assets | $15,893 | $16,231 | | **Liabilities & Equity** | | | | Total current liabilities | $4,041 | $3,717 | | Total liabilities | $8,651 | $8,254 | | Total stockholders' equity | $7,242 | $7,977 | | Total liabilities and stockholders' equity | $15,893 | $16,231 | [Condensed Consolidated Statements of Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Revenues decreased 14% year-over-year, leading to a higher net loss of $1.42 million for the quarter Statement of Comprehensive Loss Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Revenues | $3,427 | $3,983 | | Gross Profit | $1,204 | $1,646 | | Loss from operations | $(1,240) | $(855) | | Net loss | $(1,418) | $(887) | | Net loss per share: basic and diluted | $(0.29) | $(0.29) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly improved to $0.22 million, ending the quarter with $3.54 million in cash Cash Flow Summary (in thousands) | Activity | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(215) | $(1,533) | | Net cash used in investing activities | $(17) | $(23) | | Net cash used in financing activities | $(135) | $(387) | | Net decrease in cash and cash equivalents | $(276) | $(1,810) | | Cash and cash equivalents, end of period | $3,544 | $5,586 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail HOCl product business, going concern doubt, revenue disaggregation, and significant customer concentrations - The company is a global healthcare leader developing and producing stabilized hypochlorous acid (HOCl) products for various applications including wound care, eye care, and dermatology[17](index=17&type=chunk) - Management has concluded that recurring net losses and the need for additional capital raise **substantial doubt** about the company's ability to continue as a going concern[20](index=20&type=chunk) Revenue by Source (in thousands) | Product/Service | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Human Care | $2,750 | $2,168 | | Animal Care | $578 | $787 | | Service and Royalty | $99 | $1,028 | | **Total** | **$3,427** | **$3,983** | - For the three months ended June 30, 2023, three customers (A, B, and C) represented **15%**, **14%**, and **14%** of net revenue, respectively[64](index=64&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue decline drivers, gross margin decrease, R&D expense increase, and reiterates going concern doubt and capital needs [Business Overview and Strategy](index=16&type=section&id=Business%20Overview%20and%20Strategy) Sonoma's strategy focuses on HOCl product development and global distribution, with recent launches and new application development - The company's core market differentiation is based on being a leading developer and producer of stabilized hypochlorous acid (HOCl) solutions, with a strategy to work with partners globally for marketing and distribution[74](index=74&type=chunk)[75](index=75&type=chunk) - In April 2023, the company introduced **Pediacyn™**, a new pediatric dermatology and wound care product for over-the-counter use[82](index=82&type=chunk) - A new application of HOCl technology for intraoperative pulse lavage irrigation is expected to be ready for commercial use in Europe in **September 2023** and in the U.S. in **2024**[90](index=90&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Total revenue decreased 14% to $3.43 million, primarily due to a Latin America decline, leading to a higher net loss Revenue by Geographic Region (in thousands) | Region | Q1 FY2024 | Q1 FY2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | United States | $806 | $871 | $(65) | (7%) | | Europe | $1,070 | $841 | $229 | 27% | | Asia | $862 | $920 | $(58) | (6%) | | Latin America | $487 | $1,048 | $(561) | (54%) | | Rest of the World | $202 | $303 | $(101) | (33%) | | **Total** | **$3,427** | **$3,983** | **$(556)** | **(14%)** | - The decrease in Latin America revenue was primarily due to a **one-time $750,000 machinery sale** in the prior-year period[109](index=109&type=chunk) - Gross profit margin declined from **41% to 35%** YoY, attributed to the one-time machinery sale last year and changes in product and territory mix[111](index=111&type=chunk) - Research and development expenses increased by **58% to $325,000**, primarily as a result of clinical expenses[112](index=112&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended with $3.5 million cash, may need additional capital due to recurring losses to continue as a going concern - As of June 30, 2023, the company had cash and cash equivalents of **$3.54 million** and working capital of **$9.55 million**[120](index=120&type=chunk)[121](index=121&type=chunk) - Management states that the company may need to raise additional capital to pursue product development, penetrate markets, and continue as a going concern[118](index=118&type=chunk) - Net cash used in operating activities improved significantly to **$215,000** for the quarter, compared to **$1,533,000** in the prior-year period[121](index=121&type=chunk)[122](index=122&type=chunk) [Material Trends and Uncertainties](index=23&type=section&id=Material%20Trends%20and%20Uncertainties) Key uncertainties include customer concentration, foreign currency risk, a substantial Mexican tax liability, and broader economic pressures - The company relies on a small number of key customers for a significant portion of its revenues[125](index=125&type=chunk) - A substantial Mexico tax liability, intercompany debt, and other charges are not due until **2027**. Management believes current assets are sufficient to cover this obligation[127](index=127&type=chunk) - The company is exposed to risks from foreign currency declines, particularly the **Euro** and **Mexican Peso**, and is monitoring economic pressures like inflation, shipping costs, and potential recession[126](index=126&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Sonoma Pharmaceuticals is not required to provide market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[132](index=132&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2023, due to material weaknesses, with remediation efforts underway - Management concluded that the company's disclosure controls and procedures were **not effective** as of June 30, 2023[134](index=134&type=chunk) - Remediation measures include hiring an interim CFO and a Controller, improving monitoring, separating duties for financial reporting, and enhancing training[136](index=136&type=chunk) - The material weaknesses will not be considered remediated until the new controls have operated effectively for a sufficient period of time[137](index=137&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company may be involved in ordinary course legal matters, which management currently deems insignificant - While the company may be involved in ordinary course legal matters, management believes they are currently insignificant[141](index=141&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the annual report on Form 10-K - No material changes from risk factors previously disclosed in the annual report on Form 10-K filed on June 21, 2023[142](index=142&type=chunk) [Other Part II Items](index=26&type=section&id=Other%20Part%20II%20Items) The company did not issue unregistered securities or default on senior securities during the quarter - The company did not issue any unregistered securities during the quarter ended June 30, 2023[143](index=143&type=chunk) - There were no defaults upon senior securities during the quarter[144](index=144&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including CEO/CFO certifications and various agreements - The report includes a list of exhibits, such as CEO/CFO certifications and various agreements, filed with the SEC[148](index=148&type=chunk)[149](index=149&type=chunk)
Sonoma Pharmaceuticals(SNOA) - 2023 Q4 - Annual Report
2023-06-21 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from _________________ to _________________ Commission File Number: 001-33216 SONOMA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 68-0423 ...
Sonoma Pharmaceuticals(SNOA) - 2023 Q3 - Quarterly Report
2023-02-14 21:16
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission file number: 001-33216 SONOMA PHARMACEUTICALS, INC. (Name of registrant as specified in its charter) Delawar ...
Sonoma Pharmaceuticals(SNOA) - 2023 Q2 - Quarterly Report
2022-11-14 21:03
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission file number: 001-33216 SONOMA PHARMACEUTICALS, INC. (Name of registrant as specified in its charter) Delawa ...
Sonoma Pharmaceuticals(SNOA) - 2023 Q1 - Quarterly Report
2022-08-11 20:15
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission file number: 001-33216 SONOMA PHARMACEUTICALS, INC. (Name of registrant as specified in its charter) Delaware 68 ...
Sonoma Pharmaceuticals(SNOA) - 2022 Q4 - Annual Report
2022-07-13 20:15
For transition period from _________________ to _________________ Commission File Number: 001-33216 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SONOMA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter ...
Sonoma Pharmaceuticals(SNOA) - 2022 Q3 - Quarterly Report
2022-02-11 21:46
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission file number: 001-33216 SONOMA PHARMACEUTICALS, INC. (Name of registrant as specified in its charter) Delawar ...