The 424B5 upsizes an already-active ATM by 76%, signaling ongoing cash needs at a micro-cap with a $2M market cap. Full issuance at current levels would add ~1.37M shares (29% of float), creating severe downward pressure. Monitor for further 424B5 filings or 8-K disclosures of additional ATM sales; the company has already sold 173K shares since September 2025.
Price Chart
Executive Summary
Sonoma Pharmaceuticals filed a 424B5 prospectus supplement to increase its at-the-market (ATM) offering capacity from $2,070,463 to $3,641,703, reflecting a 76% increase in the potential dilutive ceiling. The company has already sold 173,073 shares for $574,633 under the prior ATM facility, leaving $1,495,830 unsold. The new total of $3,641,703 represents 29% of the non-affiliate public float ($12.6M), meaning full issuance would be highly dilutive relative to the $2M market cap.
Key Facts
- ATM offering ceiling increased from $2,070,463 to $3,641,703 (76% increase)
- Already sold 173,073 shares for $574,633 under prior ATM facility
- Remaining unsold under prior facility: $1,495,830
- Public float (non-affiliate market value): $12,649,011
- New total offering of $3,641,703 equals ~29% of public float
- Stock price used for float calculation: $2.65 (April 20, 2026 close)
- Outstanding shares: 4,785,801; non-affiliate shares: 4,773,212
- Market cap: ~$2M (per snapshot)
Financial Impact
Potential dilution of up to ~29% of public float if fully issued; already $574,633 in gross proceeds raised via ATM
Risk Factors
- Continued dilution from ATM sales at depressed price levels
- Micro-cap with limited liquidity; ATM sales may further depress price
- No disclosed use of proceeds beyond general corporate purposes
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001683168-26-004971 |
| Document: 0001683168-26-004971-index-headers.html | 0001683168-26-004971 |
| Document: 0001683168-26-004971-index.html | 0001683168-26-004971 |
| Document: 0001683168-26-004971.txt | 0001683168-26-004971 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | 8-K | $1.22 $1.16 | ▼ −4.92% | ▼ −4.49% | $1.12 (−8.20%) |
Jun 18, 2026 18w ago | 8-K | $1.16 $1.14 | ▲ +1.72% | ▲ +0.27% | $1.12 (+3.45%) |
Jun 18, 2026 18w ago | 424B5 | $1.16 $1.14 | ▲ +1.72% | ▲ +0.27% | $1.12 (+3.45%) |
Apr 27, 2026 26w ago | 424B4 | $1.11 $1.04 | ▲ +6.31% | ▲ +5.82% | $1.12 (−0.90%) |
Apr 17, 2026 27w ago | S-1 | $2.65 $2.25 | ▼ −15.09% | ▼ −14.44% | $1.12 (−57.74%) |
Apr 9, 2026 28w ago | 8-K | $2.41 $2.28 | ▼ −5.39% | ▼ −5.33% | $1.12 (−53.53%) |
US Market Status
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