SEC Company Response from Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083) (SNOA) — Dec 15, 2006
Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083)
Date: Dec. 15, 2006 · CIK: 0001367083 · Accession: 0000950134-06-023221
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File numbers found in text: 333-135584
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CORRESP
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corresp
Roth Capital Partners, LLC
24 Corporate Plaza Drive
Newport Beach, CA 92660
December 15, 2006
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, DC 20549
Re:
Oculus Innovative Sciences, Inc.
Registration Statement on Form S-1 (Reg. No. 333-135584)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, as the representative of the underwriters of the offering pursuant to the
above-captioned Registration Statement, as amended, hereby joins in the request of Oculus
Innovative Sciences, Inc. that the effective time of the above-captioned Registration Statement, as
amended, be accelerated so that it will be declared effective at 4:30
p.m. (Eastern time),
December 19, 2006, or as soon as practicable thereafter pursuant to Rule 430A under the Securities Act.
In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, the
following information is provided with respect to the distribution to date of the preliminary
prospectus dated December 1, 2006:
To Whom Distributed
Number of Copies
Underwriters
10
Institutional Investors
1,250
Individuals
1,246
Other Broker-Dealers
90
Total
2,604
With respect to Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the undersigned has distributed or will distribute copies of the preliminary prospectus at
least 48 hours prior to the date confirmations of sale are expected to be mailed. In addition,
each underwriter and each selected dealer, if any, will represent to the undersigned that it has
and will comply with Rule 15c2-8 under the Exchange Act.
Very truly yours,
ROTH CAPITAL PARTNERS, LLC
as representative of the underwriters
By:
/s/ Aaron M. Gurewitz
Name:
Aaron M. Gurewitz
Title:
Managing Director, Equity Capital Markets