Business Context and Reporting Period
This Form 8-K is filed by Oculus Innovative Sciences, Inc. (not Sonoma Pharmaceuticals, Inc., as indicated in the metadata) on June 1, 2009. The report details the completion of a private placement financing transaction initiated on February 24, 2009, with Robert C. Burlingame, a Director and accredited investor.
Key Financial Metrics and Transaction Details
- Total Investment Raised: $3,000,000.
- Payment Schedule: $1,000,000 paid on February 24, 2009; remaining $2,000,000 paid on May 31, 2009.
- Common Stock Issued: Total of 2,564,103 shares issued in two tranches (854,701 on March 4, 2009; 1,709,402 on June 1, 2009).
- Warrants Issued:
- Series A: 1,500,000 shares total; Exercise price $1.87; 5-year term; exercisable after 6 months.
- Series B: 2,000,000 shares total; Exercise price $1.13; 3-year term; exercisable after 6 months.
- Series C: Up to 1,000,000 shares (issued 1-for-2 upon Series B exercise); Exercise price $1.94; 5-year term.
Note: This filing does not provide revenue, profit, cash flow, margin, or debt figures. It reports only on the equity financing event.
Material Changes
The primary material change is the increase in outstanding equity and potential dilution resulting from the issuance of 2,564,103 shares of common stock and 3,500,000 warrants (Series A and B) to the investor. The transaction was completed in full by May 31, 2009, with the final securities issued on June 1, 2009.
Outlook, Risks, and Contingencies
The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially due to risks described in the company's Form 10-K. No specific operational guidance or new risk factors were introduced in this document beyond the standard legal disclosures.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance to assess dilution impact.
- Confirm the registration status of the underlying shares for the Series A Warrants (cashless exercise feature applies if unregistered).
- Review the company's Form 10-K for detailed risk factors referenced in the forward-looking statements.
- Check subsequent filings for the exercise of Series B Warrants and the resulting issuance of Series C Warrants.