Current Report Filing (8-k)
January 31 2023 - 8:01AM
Edgar (US Regulatory)
0001367083
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0001367083
2023-01-26
2023-01-26
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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) January 26, 2023
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 |
(State or other jurisdiction |
|
(Commission |
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(IRS Employer |
of incorporation) |
|
File Number) |
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Identification No.) |
5445
Conestoga Court, Suite
150
Boulder, CO 80301
(Address of principal executive offices)
(Zip Code)
(800) 759-9305
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common
Stock |
SNOA |
The Nasdaq Stock Market LLC |
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 ☐
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
Effective January 26, 2023,
we entered into an exclusive distribution agreement with Daewoong Pharmaceutical Co., Ltd. for the marketing and distribution of PrimocynTM
Skin Solution products, containing our Microcyn® technology, in South Korea. The agreement is for an initial term of two years, subject
to automatic two-year renewal periods. Pursuant to the distribution agreement, Daewoong Pharmaceutical will obtain marketing authorization
as well as regulatory clearances for Primocyn Skin Solution products in South Korea.
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 our intentions, beliefs, expectations,
strategies, predictions or any other statements related to our future activities, 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 SEC.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
_________________
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† |
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. |
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* |
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. |
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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Date: January
31, 2023 |
By: |
/s/ Amy Trombly |
|
Name:
Title: |
Amy Trombly
Chief Executive Officer |
Sonoma Pharmaceuticals (NASDAQ:SNOA)
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