Correspondence 0001683168-23-007353 from Sonoma Pharmaceuticals, Inc. (SNOA)
Sonoma Pharmaceuticals, Inc.
Date: Oct. 24, 2023 · CIK: 0001367083 · Accession: 0001683168-23-007353
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File numbers found in text: 333-274582
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CORRESP
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Maxim Group LLC
300 Park Avenue, 16th Floor
New York, New York 10022
October 24, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Sonoma Pharmaceuticals, Inc. (the “Company”)
Registration Statement on Form S-1 (File No. 333-274582)
Ladies and Gentlemen:
Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as exclusive placement
agent for the proposed offering, hereby joins the request of Sonoma Pharmaceuticals, Inc. (the “Company”) that
the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m.
Eastern Time on Wednesday, October 25, 2023, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and
Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each underwriter, dealer or
agent, who is reasonably anticipated to participate in the distribution of the securities in this offering, as many copies of the preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned
is aware of its obligations under the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery
requirements contained in such Rule, in connection with the above-referenced issue.
Very truly yours,
Maxim Group LLC
By: /s/Clifford A. Teller
Name: Clifford A. Teller
Title: Co-President
cc:
Leslie Marlow, Esq.
Patrick J. Egan, Esq.