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 1.01 | Entry into a Material Definitive Agreement. |
Effective January 5, 2024, Sonoma Pharmaceuticals, Inc. (the “Company”) entered into a license and distribution agreement with NovaBay Pharmaceuticals, Inc. for the sale and marketing of Avenova®-branded products by the Company in the European Union. The agreement is for an initial term of two years, subject to automatic renewal periods. These products combine the Company’s existing eye product Ocudox®, which already has a Class IIB CE mark for sale in the European Union, with Avenova branding, and are expected to be marketed through the Company’s established European distribution network.
The foregoing description of the agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 10.1.
This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1†* | License and Distribution Agreement, dated January 5, 2024, by and between Sonoma Pharmaceuticals, Inc. and NovaBay Pharmaceuticals, Inc. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). |
___________________
| † | Certain portions of the agreement have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the SEC upon request. |
| * | Some exhibits or schedules to the agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedule or exhibit to the SEC upon request. |
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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: January 9, 2024 | By: | /s/ Amy Trombly |
|
Name: Title: |
Amy Trombly Chief Executive Officer | |
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