索诺玛制药有限公司美股招股说明书(2025-09-26版)

SONOMA PHARMACEUTICALS, INC. COMMON STOCK We have entered into an At Market Issuance Sales Agreement, dated September 26, 2025, which we refer to herein as the ATMAgreement, with Ladenburg Thalmann & Co. Inc., or Ladenburg, relating to the sale of shares of our common stock offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the ATM Agreement, under this prospectussupplement and the accompanying prospectus, we may offer and sell shares of our common stock, $0.0001 par value per share, havingan aggregate offering price of up to $2,070,463 from time to time through Ladenburg. Our common stock is listed on the Nasdaq Capital Market under the symbol “SNOA.” On September 25, 2025, the last reported saleprice for our common stock was $4.06 per share. The aggregate market value of our outstanding voting common equity held by non-affiliates on September 16, 2025 was $8,717,590based on 1,649,765 outstanding shares of common stock, 1,629,456 of which are held by non-affiliates, and the closing price of ourcommon stock of $5.35 on August 18, 2025. Pursuant to General InstructionI.B.6 of FormS-3,in no event will we sell the shelfsecurities in a public primary offering with a value exceeding more thanone-thirdof the aggregate market value of our votingandnon-voting ordinary shares held bynon-affiliatesin any12-monthperiod as long as the aggregate market value of our outstandingordinary shares held bynon-affiliatesis less than $75million. During the twelve calendar months prior to and including the datehereof, we sold $835,363 of securities pursuant to General Instruction I.B.6. of Form S-3. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any methodpermitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933,as amended, or the Securities Act. Ladenburg is not required to sell any specific number or dollar amount of our common stock, but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Ladenburgand us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Ladenburg for sales of common stock sold pursuant to the ATM Agreement will be an amount equal to 3.0% ofthe aggregate gross proceeds of any shares of common stock sold under the ATM Agreement. In connection with the sale of thecommon stock on our behalf, Ladenburg will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of Ladenburg will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Ladenburg with respect to certain civil liabilities, including liabilities under the Securities Act. Investing in our common stock involves a high degree of risk. Before buying any of our shares of common stock, you shouldcarefully consider the risk factors described in “Risk Factors” beginning on page S-3 of this prospectus supplement, and undersimilar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplementand the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Ladenburg Thalmann & Co. Inc.The date of this prospectus supplement is September 26, 2025. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-2Company OverviewS-2The OfferingS-2Risk FactorsS-3Our BusinessS-5Cautionary Note Regarding Forward-Looking StatementsS-9Use of ProceedsS-10DilutionS-11Description of SecuritiesS-12Plan of DistributionS-13Legal MattersS-14ExpertsS-14Where You Can Find More InformationS-14Incorporation of Certain Documents by ReferenceS-15 Prospectus PageAbout This Prospectus1Prospectus Summary2Risk Factors4Cautionary Note Regarding Forward-Looking Statements4Use of Proceeds4Dilution5Dividend Policy5Plan of Distribution5Description of Common Stock6Description of Preferred Stock7Description of Debt Securities8Description of Warrants15Description of Units16Certain Provisions of Delaware Law and our Charter and Bylaws17Legal Matters18Experts18Where You Can Find More Information18Incorporation of Certain Documents by Reference19Disclosure of Commission Position on Indemnification19 We are offering to sell, and are seeking offers to buy, the shares of common stock only in jurisdictions where such offers andsales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of thecommon stock in certain jurisdiction