SEC Comment Letter for Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083) (SNOA) — Mar 8, 2007
Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083)
Date: March 8, 2007 · CIK: 0001367083 · Accession: 0000000000-07-012124
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-135584
Letter
Mail Stop 6010 December 19, 2006 Hojabr Alimi Chief Executive Officer and President Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, California 94954
Re: Oculus Innovative Sciences, Inc. Amendment No. 4 to Registra tion Statement on Form S-1 Filed December 18, 2006 File No. 333-135584
Dear Mr. Alimi:
We have reviewed your registration stat ement and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Prospectus Summary, page 1
1. We note your revised disclosure in response to prior comment 1 and we reissue the comment. We note, for example, your disclosure in the th ird sentence of the second paragraph on page 1 and page 38 a nd the first paragraph on page 55 that Microcyn is a non-toxic solution.
Hojabr Alimi Oculus Innovative Sciences, Inc. December 19, 2006 Page 2 Use of Proceeds, page 31
2. We note your revised disclosure in response to prior comment 2. Given the requirement that you repay the bridge loan in full if the gross proceeds of this offering will exceed $30 million and your assumption in the first paragraph that this requirement will be met, tell us why you state that you will repay only $1.5 million in principal with proceeds from this offering. Clarify how you intend to repay the other $2.5 in principa l outstanding under this loan.
Revenues, page 39
3. We note your response to prior comment 3. Please expand the appropriate section to provide the disclosure required by Item 101(d)(ii) of Regulation S-K.
Overview, page 55
4. We note your response to prior comment 6. Please tell us with specificity where the Kalorama reports you provided support the market data on page 55.
Exhibit 5.1
5. Please ask your counsel to confirm to us in writing that it concurs with our understanding that the reference and limita tion to “the General Corporation Law of the State of Delaware” includes the st atutory provisions and also all applicable provisions of the Delaware Constitution and reported ju dicial decisions interpreting these laws. Pl ease ask counsel to submit th is written confirmation as correspondence on the EDGAR system. See the section VIII.A.14 of the Division Of Corporation Finance’s outline of “Current Issues and Rulemaking Projects” (November 14, 2000) available on our web site at www.sec.gov.
* * * * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments.
Hojabr Alimi Oculus Innovative Sciences, Inc. December 19, 2006 Page 3 You may contact at Kristin Lochhead at (202) 551-3664 or Brian Cascio, Branch Chief, at (202) 551-3676 if you have ques tions regarding comments on the financial statements and related matters. Please cont act Donald C. Hunt at (202) 551-3647 or me at (202) 551-3602 with any other questions.
Sincerely,
Thomas A. Jones
Senior Attorney
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Mail Stop 6010 December 19, 2006 Hojabr Alimi Chief Executive Officer and President Oculus Innovative Sciences, Inc. 1129 N. McDowell Blvd. Petaluma, California 94954 Re: Oculus Innovative Sciences, Inc. Amendment No. 4 to Registra tion Statement on Form S-1 Filed December 18, 2006 File No. 333-135584 Dear Mr. Alimi: We have reviewed your registration stat ement and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Prospectus Summary, page 1 1. We note your revised disclosure in response to prior comment 1 and we reissue the comment. We note, for example, your disclosure in the th ird sentence of the second paragraph on page 1 and page 38 a nd the first paragraph on page 55 that Microcyn is a non-toxic solution. Hojabr Alimi Oculus Innovative Sciences, Inc. December 19, 2006 Page 2 Use of Proceeds, page 31 2. We note your revised disclosure in response to prior comment 2. Given the requirement that you repay the bridge loan in full if the gross proceeds of this offering will exceed $30 million and your assumption in the first paragraph that this requirement will be met, tell us why you state that you will repay only $1.5 million in principal with proceeds from this offering. Clarify how you intend to repay the other $2.5 in principa l outstanding under this loan. Revenues, page 39 3. We note your response to prior comment 3. Please expand the appropriate section to provide the disclosure required by Item 101(d)(ii) of Regulation S-K. Overview, page 55 4. We note your response to prior comment 6. Please tell us with specificity where the Kalorama reports you provided support the market data on page 55. Exhibit 5.1 5. Please ask your counsel to confirm to us in writing that it concurs with our understanding that the reference and limita tion to “the General Corporation Law of the State of Delaware” includes the st atutory provisions and also all applicable provisions of the Delaware Constitution and reported ju dicial decisions interpreting these laws. Pl ease ask counsel to submit th is written confirmation as correspondence on the EDGAR system. See the section VIII.A.14 of the Division Of Corporation Finance’s outline of “Current Issues and Rulemaking Projects” (November 14, 2000) available on our web site at www.sec.gov. * * * * * As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments. Hojabr Alimi Oculus Innovative Sciences, Inc. December 19, 2006 Page 3 You may contact at Kristin Lochhead at (202) 551-3664 or Brian Cascio, Branch Chief, at (202) 551-3676 if you have ques tions regarding comments on the financial statements and related matters. Please cont act Donald C. Hunt at (202) 551-3647 or me at (202) 551-3602 with any other questions. Sincerely, Thomas A. Jones Senior Attorney cc (via fax): Sylvia K. Burks, Esq., Pillsbury Winthrop Shaw Pittman LLP Gabriella A. Lombardi, Esq., Pillsbury Winthrop Shaw Pittman LLP