Current Report Filing (8-k)
June 05 2018 - 8:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June
4, 2018
SONOMA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33216
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68-0423298
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1129 N. McDowell Blvd.
Petaluma, CA 94954
(Address of principal executive offices)
(Zip Code)
(707) 283-0550
(Registrant’s telephone number, including
area code)
Not applicable.
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth
company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry
into a Material Definitive Agreement.
On June 4, 2018, we entered into a 5-year
exclusive license and distribution agreement with EMS S.A., headquartered in Sao Paulo, Brazil. Pursuant to the license and distribution
agreement with EMS, we granted EMS the exclusive right to purchase, import, distribute, sell and promote certain of our dermatology
products within Brazil for a period of five years, with the possibility of renewal. We also agreed to assign our trademarks filed
or registered in Brazil to EMS on a royalty-free basis for the purpose of marketing, distributing, and selling our products in
Brazil. EMS agreed to minimum annual purchase amounts of $100,000 in year one; $250,000 in year two; $500,000 in year three; $750,000
in year four; and $1,000,000 in year five, respectively.
This report does not constitute an offer
to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this
offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration
statement.
This report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies,
predictions or any other statements related to our future activities, our planned spin-off, or future events or conditions. These
statements are based on current expectations, estimates and projections about our 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 our Annual Report on Form 10-K and in
other documents that we file from time to time with the Securities and Exchange Commission. Any forward-looking statements speak
only as of the date on which they are made, and we do 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.
The foregoing description of the exclusive
license and distribution agreement is qualified in its entirety by reference to the full text of the exclusive license and distribution
agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, with confidential information redacted, and incorporated
herein by reference in its entirety.
Item 9.01 Financial
Statements and Exhibits.
† Confidential treatment is being sought for portions
of this agreement.
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.
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Sonoma Pharmaceuticals, Inc.
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(Registrant)
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Date: June 5, 2018
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By:
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/s/ Robert Miller
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Name:
Title:
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Robert Miller
Chief Financial Officer
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