Sonoma Pharmaceuticals adopts Section 382 rights plan to protect NOLs, expiring Oct 6, 2036

Sonoma Pharmaceuticals, Inc.

Board approved a Section 382 rights agreement effective Oct 6, 2026 with Computershare Inc. as rights agent, replacing the Section 182 plan dated Oct 18, 2016 that expires Oct 18, 2026.
One Right issued per share of common stock ($0.0001 par) outstanding on the Oct 13, 2026 record date; each Right buys 1/1000th of a share of Series B Preferred Stock at $10.00.
Rights become exercisable if a person or group beneficially owns 4.99% or more of common stock; holders at 4.99%+ on Oct 6, 2026 are grandfathered up to a 0.5% increase.
Rights expire the earlier of Oct 6, 2036 or when NOLs are exhausted, and are redeemable at $0.0001 per Right before a triggering event.
Stated purpose: guard against an ownership change limiting Sonoma's net operating loss carryforwards, which it calls a substantial asset.

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