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EX-10.1 - EXCLUSIVE SALES AND DISTRIBUTION AGREEMENT - Sonoma Pharmaceuticals, Inc.oculus_8k-ex1001.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) March 23, 2016

 

OCULUS INNOVATIVE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33216   68-0423298
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1129 N. McDowell Blvd.

Petaluma, CA 94954

(Address of principal executive offices)

(Zip Code)

 

(707) 283-0550

(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

   
 

 

Item 1.01          Entry into a Material Definitive Agreement. 

 

On November 6, 2015, we entered into an exclusive sales and distribution agreement with Manna Pro Products, LLC pursuant to which Manna Pro will be our exclusive sales representative and distributor of non-prescription animal care products to all farm animal specialty stores, farm animal veterinarians in the United States and Canada, and distributors to farm animal specialty stores and farm animal veterinarians in the United States and Canada, and our non-exclusive sales representative and distributor of non-prescription animal care products to grocery stores and mass retailers in the United States and Canada.

 

Manna Pro will receive a commission on its sales of our products based on a percentage of the amount by which the total sales amount exceeds the agreement’s bonus trigger. The exclusive sales and distribution agreement will be effective for an initial term of five years and will automatically renew year to year after the initial term until terminated by either party with 60 calendar days’ notice. Manna Pro agreed to certain minimum purchase and marketing expenditure requirements.

 

A copy of the exclusive sales and distribution agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to its future activities or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s 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 the Company’s Annual Report on Form 10-K and in other documents that it files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does 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.

 

  10.1† Exclusive Sales and Distribution Agreement, dated November 6, 2015, by and between Oculus Innovative Sciences, Inc. and Manna Pro Products, LLC.

 

† Confidential treatment is being sought for portions of this agreement. 

 

 

 

SIGNATURES

 

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.

 

  Oculus Innovative Sciences, Inc.
  (Registrant)
   
Date: March 23, 2016 /s/ Robert Miller
  Name:  Robert Miller
  Title:    Chief Financial Officer