Sonoma Pharmaceuticals Inc

During the quarter ended September 30, 2024, no director or officer adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Amendment to Code of Business Conduct

On November 5, 2024, our Board of Directors adopted changes to our Code of Business Conduct (the “Code”). The Code governs the conduct of all our employees, directors and officers, including our management. The changes to the Code were made to update the Code to current best practices. In addition to some clerical changes, the Code now explicitly reflects the definition of “code of ethics” in Item 406 of Regulation S-K. The Code also updates reporting procedures, including updates to our anonymous reporting hotline. No waivers have been granted under the Code to date.

A copy of the Code of Business Conduct of Sonoma Pharmaceuticals, Inc., as adopted by the Board of Directors on November 5, 2024, is filed as Exhibit 14.1 to this Quarterly Report on Form 10-Q.

Bonus Award to Executive Vice President and Chief Operating Officer

On November 5, 2024, the Compensation Committee of our Board of Directors approved a one-time cash bonus of $7,500 to Bruce Thornton, Executive Vice President and Chief Operating Officer of the Company, for contributions in obtaining a new 510(k) clearance for the Company’s products.

Approval of Tax Gross-Up

On June 16, 2023, the Compensation Committee approved an equity award of 100,000 shares of the Company’s common stock to each of Ms. Trombly and Mr. Thornton, to be issued on June 30, 2023, at a valuation based on the five day weighted-average stock price on the date of grant. In addition, the Compensation Committee approved a one-time cash payment by the Company as reimbursement for estimated taxes payable with respect to such equity awards. On November 5, 2024, the Compensation Committee approved an additional tax payment in the amount of $8,411 to of Ms. Trombly and $10,925 to Mr. Thornton to make up a deficiency in the prior reimbursement.