Attached files
| file | filename |
|---|---|
| EX-10.1 - Sonoma Pharmaceuticals, Inc. | v211462_ex10-1.htm |
| EX-10.2 - Sonoma Pharmaceuticals, Inc. | v211462_ex10-2.htm |
| EX-10.3 - Sonoma Pharmaceuticals, Inc. | v211462_ex10-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) February 14, 2011
OCULUS
INNOVATIVE SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33216
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68-0423298
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1129
N. McDowell Blvd, Petaluma, CA
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94954
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(Address
of principal executive offices)
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(Zip
Code)
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(707)
782-0792
(Registrant’s
telephone number, including area code)
Not
applicable.
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into Material Definitive Agreements.
Exclusive Sales and
Distribution Agreement between the Company and Quinnova Pharmaceuticals,
Inc.
On
February 14, 2011, we entered into an Exclusive Sales and Distribution Agreement
with Quinnova Pharmaceuticals, Inc., pursuant to which we granted Quinnova the
right to act as our exclusive sales, marketing, and distribution agent in the
United States, its territories and possessions, and Canada for certain of our
liquid and gel products in the prescription dermatology market. Under the
Agreement, Quinnova will make a payment of $500,000 as an advance for the first
$500,000 worth of our products to be purchased by Quinnova.
Under the
Agreement, we will manufacture our products and samples. Quinnova
will be responsible for all sales, marketing and clinical activity associated
with the current products and any future products later approved by the FDA. We
retained final approval on any and all new promotional materials or portions of
materials specific to the products developed by Quinnova.
The
Agreement is for a term of five years and will automatically renew for
successive one-year terms.
Exclusive Co-Promotion
Agreement between the Company and Quinnova Pharmaceuticals,
Inc.
On
February 14, 2011, we entered into an Exclusive Co-Promotion Agreement with
Quinnova, granting Quinnova the exclusive right to promote certain liquid and
gel prescription products designed for chronic wound care under our trademark in
the field of podiatry in U.S. and Canada. We agreed to pay Quinnova a percentage
of the collected net sales sold by Quinnova.
The
Agreement is for a term of five years and will automatically renew for
successive one-year terms.
Product Option Agreement
between the Company and AmDerma Pharmaceuticals, LLC
On February 14, 2011, we entered into a
Product Option Agreement with an Amneal affiliate, AmDerma Pharmaceuticals, LLC.
We plan to use our proprietary Microcyn technology to develop a prescription
pharmaceutical product for the treatment of acne (the “Future Acne Product”).
Pursuant to the Agreement, we sold the option to exclusively sell and distribute
the Future Acne Product to AmDerma for a one-time non-refundable payment of
$500,000. Upon execution of a separate license and supply agreement for the
Future Acne Product, the option payment of $500,000 will be credited against the
upfront payment expected in the transaction.
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 on current expectations, estimates, and projections about our business
based, in part, on assumptions made by our 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.
The
foregoing description of the Agreements does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Exclusive
Sales and Distribution Agreement between the Company and Quinnova
Pharmaceuticals, Inc., the Exclusive Co-Promotion Agreement between the Company
and Quinnova Pharmaceuticals, Inc., and the Product Option Agreement between the
Company and AmDerma Pharmaceuticals, LLC, filed as Exhibits 10.1, 10.2, and
10.3 respectively and with confidential information redacted, to this
report.
Item
9.01 Financial Statements and Exhibits.
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10.1*
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Exclusive
Sales and Distribution Agreement between the Company and Quinnova
Pharmaceuticals, Inc., dated February 14, 2011.
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10.2*
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Exclusive
Co-Promotion Agreement between the Company and Quinnova Pharmaceuticals,
Inc., dated February 14, 2011.
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10.3
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Product
Option Agreement between the Company and AmDerma Pharmaceuticals, LLC,
dated February 14, 2011.
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| * | Confidential treatment has been requested with respect to certain portions of this agreement. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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OCULUS
INNOVATIVE SCIENCES, INC.
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(Registrant)
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Date
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February
18, 2011
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/s/
Hojabr Alimi
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(Signature)
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Name:
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Hojabr
Alimi
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Title:
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Chairman
of the Board and Chief Executive
Officer
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