United States securities and exchange commission logo
September 27, 2023
Amy Trombly
Chief Executive Officer
Sonoma Pharmaceuticals, Inc.
5445 Conestoga Court, Suite 150
Boulder, CO 80301
Re: Sonoma
Pharmaceuticals, Inc.
Registration
Statement on Form S-1
Filed September 19,
2023
File No. 333-274582
Dear Amy Trombly:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed September 19, 2023
Cover Page
1. Please revise your
cover page to disclose the date the offering will end. Refer to
Item 501(b)(8)(iii) of
Regulation S-K for guidance.
We remind you that the company and its management are
responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration.
Please allow adequate
time for us to review any amendment prior to the requested effective
date of the registration
statement.
Amy Trombly
Sonoma Pharmaceuticals, Inc.
September 27, 2023
Page 2
Please contact Cindy Polynice at 202-551-8707 or Jason Drory at
202-551-8342 with any
other questions.
Sincerely,
FirstName LastNameAmy Trombly
Division of
Corporation Finance
Comapany NameSonoma Pharmaceuticals, Inc.
Office of Life
Sciences
September 27, 2023 Page 2
cc: Andrew J. Merken, Esq.
FirstName LastName