UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 29, 2022, our Board of Directors adopted a revised Non-Employee Director Compensation Program and Stock Ownership Guidelines (the “Director Compensation Plan”) in order to decrease the number of options to be granted to each non-employee director in connection with the Company’s annual grant of stock options. A copy of the Director Compensation Plan is filed herewith as Exhibit 10.1.
Also on December 29, 2022, we completed our annual grant of stock options to employees, including executive officers, and directors of the Company. The annual grant is intended to recognize employees who meet certain employment criteria and retain key employees. The exercise price of the options is based on the closing price of our common stock of $1.08 per share on December 29, 2022, and the options granted to executive officers and directors vest in three equal tranches on the first, second and third anniversary of the grant date. All options vest upon change of control and as otherwise provided in an executive officer’s employment agreement. Each director received 20,000 options pursuant to the Director Compensation Plan and each executive officer received grants as follows:
| · | Amy Trombly, Chief Executive Officer: 40,000 options; | |
| · | Chad White, Chief Financial Officer: a prorated amount of 9,753 options based on Mr. White’s start of employment with the Company on October 3, 2022; and | |
| · | Bruce Thornton, Chief Operations Officer: 40,000 options. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 |
Sonoma Pharmaceuticals, Inc. Non-Employee Director Compensation Program and Stock Ownership Guidelines, revised by the Board of Directors on December 29, 2022. | |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL in Exhibit 101). |
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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.
| SONOMA PHARMACEUTICALS, INC. | ||
| Date: December 30, 2022 | By: | /s/ Amy Trombly |
|
Name: Title: |
Amy Trombly Chief Executive Officer | |
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