Item 1.02

Termination of a Material Definitive Agreement.

On March 26, 2021, we entered into an Exclusive Supply and Distribution Agreement with EMC Pharma, LLC ("EMC"). The Agreement gave EMC the exclusive right to sell and distribute our prescription dermatological and eye care products based on our Microcyn® technology in the United States.

Pursuant to the Agreement, EMC was required to purchase certain minimum product quantities and pay a quarterly royalty to retain the exclusive rights. The agreement had a five-year initial term, subject to mutual extension. Because EMC did not purchase the minimum product quantities required, following a 30-day cure period we exercised our right to terminate the Agreement, effective November 21, 2024. We did not incur any penalties in connection with the termination.

Upon termination of the Agreement, Sonoma will resume selling each of its prescription dermatological and eye care products in the United States, including Acuicyn^®, Celacyn^®, Epicyn^®, Lasercyn^®, and Levicyn^®.

Except for historical information herein, matters set forth in this report are forward-looking within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial and technology progress and future financial performance of the Company.

These forward-looking statements are identified by the use of words such as "will," "develop," "project," "expect," and "expand," among others. Forward-looking statements in this report are subject to certain risks and uncertainties inherent in the Company's business that could cause actual results to vary, including such risks that regulatory clinical and guideline developments may change, scientific data may not be sufficient to meet regulatory standards or receipt of required regulatory clearances or approvals, clinical results may not be replicated in actual patient settings, protection offered by the Company's patents and patent applications may be challenged, invalidated or circumvented by its competitors, the available market for the Company's products will not be as large as expected, the Company's products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to meet the Company's cash needs, fund further development, as well as uncertainties relative to the COVID-19 pandemic and economic development, varying product formulations and a multitude of diverse regulatory and marketing requirements in different countries and municipalities, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company disclaims any obligation to update these forward-looking statements, except as required by law.

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