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 PrimocynTMSkin 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.



Exhibit
Number    Description
10.1†*      Exclusive Distribution and Supply Agreement, dated January 26, 2023,
          by and between Sonoma Pharmaceuticals, Inc. and Daewoong Pharmaceutical
          Co., Ltd.
104       Cover Page Interactive Data File (formatted in inline XBRL in Exhibit
          101).


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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.
  *  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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