Common use of EXPERTS Clause in Contracts

EXPERTS. The consolidated financial statements of Sonoma Pharmaceuticals, Inc. appearing in Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for the year ended March 31, 2021, filed on July 14, 2021, have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of the SEC’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. The consolidated financial statements as of Sonoma PharmaceuticalsJune 30, Inc. appearing 2022 and for the year then ended incorporated by reference in Sonoma Pharmaceuticalsthis Prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, Inc.’s annual report LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended March 31June 30, 2021, filed on July 14, 2021, 2023 have been audited by Marcum so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such said firm as experts in accounting auditing and auditing. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of the SEC’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered herebyaccounting. This prospectus does not contain all of the information included set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and its Common Stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. The SEC maintains a website at xxx.xxx.xxx, from which interested persons can electronically access the registration statement, including certain the exhibits and schedules. You may obtain any schedules thereto and which contains the registration statement periodic reports, proxy and exhibits to the registration statement from the SEC at the address listed above or from information statements and other information that we file electronically with the SEC’s . We also maintain an Internet website listed aboveat xxx.0xxxxxxxxxxxxxxxxxx.xxx. In addition to the foregoingThrough our website, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies available, free of our charge, the following documents of 5E Advanced Materials, Inc. as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: Annual Reports on Form 10-K, ; proxy statements for our annual and special shareholder meetings; Quarterly Reports on Form 10-Q and Q; Current Reports on Form 8-K K; Forms 3, 4 and any 5; Schedules 13G and Schedules 13D; and amendments to such document as soon as practicable after we electronically file such material with those documents. The information contained on, or furnish such documents to that may be accessed through, our website is not part of, and is not incorporated into, this prospectus or the SECregistration statement of which it forms a part.

EXPERTS. The consolidated financial statements of Sonoma PharmaceuticalsChuy’s Holdings, Inc. appearing and subsidiaries as of December 29, 2019 and December 30, 2018 and for each of the years in Sonoma Pharmaceuticalsthe three-year period ended December 29, Inc.2019 and the effectiveness of internal control over financial reporting as of December 31, 2019 incorporated in this Prospectus Supplement by reference from the Chuy’s annual report Holdings, Inc. and subsidiaries Annual Report on Form 10-K for the year ended March 31December 29, 2021, filed on July 14, 2021, 2019 have been audited by Marcum RSM US LLP, an independent registered public accounting firm, as set forth stated in their reports thereon which report included thereinexpresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Accounting Standards Codification Topic 842, and Leases, incorporated herein by reference. Such consolidated financial statements are , and have been incorporated herein by reference in this Prospectus Supplement in reliance upon such report given on reports and upon the authority of such firm as experts in accounting and auditing. We file Chuy’s Holdings, Inc. files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website an internet site that contains reports, proxy and information statements and other information regarding companiesissuers, such as oursincluding Xxxx’s, that file documents electronically with the SEC. The address of the SECpublic can obtain any document that Xxxx’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed files electronically with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxxxxx.xxx.xxx. Our website content address is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectuslocated at xxx.xxxxx.xxx. We make available at xxx.xxxxxxxxxxxx.xxx copies free of charge our Annual Reports Report on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K and K, any amendments to such document those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such material is made available through our website as soon as reasonably practicable after we electronically file such material with the information with, or furnish such documents to it to, the SEC. Except for the documents incorporated by reference as described under "Documents Incorporated by Reference," the information contained on or that can be accessed through our website does not constitute part of this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein.

EXPERTS. The consolidated financial statements of Sonoma PharmaceuticalsApplied Digital Corporation as of May 31, Inc. appearing in Sonoma Pharmaceuticals2023 and May 31, Inc.’s annual report on Form 10-K 2022 and for the year years ended March May 31, 20212023 and 2022, filed on July 14, 2021incorporated by reference herein and elsewhere in the registration statement, have been audited by Marcum Xxxxxx, LLP, an independent registered public accounting firm, as set forth stated in their report included thereinreport, and incorporated herein by reference. Such consolidated financial statements are have been incorporated herein by reference in reliance upon such report given on the their authority of such firm as experts in accounting and auditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Common Stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our securities, reference is made to our SEC filings and the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site athttp://xxx.xxx.xxx. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the SEC. We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file annual, quarterly and current periodic reports, proxy statements statements, and other information with the SEC. The SEC maintains a website that contains These periodic reports, proxy and information statements statements, and other information regarding companieswill be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at xxx.xxxxxxxxxxxxxx.xxx, such where you may access these materials free of charge as ourssoon as reasonably practicable after they are electronically filed with, that file documents electronically with or furnished to, the SEC. The address of the SEC’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s contained in, or that can be accessed through, our website is not part of this prospectusof, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statementincorporated into, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies of have included our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document website address in this prospectus solely as soon as practicable after we electronically file such material with or furnish such documents to the SECan inactive textual reference.

EXPERTS. The consolidated financial statements of Sonoma PharmaceuticalsCodexis, Inc. appearing in Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for (the year ended March Company) as of December 31, 20212023 and 2022 and for each of the three years in the period ended December 31, filed on July 142023 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, 2023 incorporated by reference in this Prospectus and in the Registration Statement have been audited by Marcum LLPso incorporated in reliance on the reports of BDO USA, P.C., an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such said firm as experts in accounting auditing and auditingaccounting. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements statements, and other information regarding companiesabout issuers, such as oursus, that who file documents electronically with the SEC. The address of the SEC’s that website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectusxxx.xxx.xxx. We make available available, free of charge, on our website at xxx.xxxxxxxxxxxx.xxx copies of xxx.xxxxxxx.xxx, our proxy statements on Schedule 14A, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K and any amendments to such document reports as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Information on or accessible through our website is not incorporated by reference herein and does not form a part of this prospectus. We have included our website in this prospectus solely as an inactive textual reference. This prospectus is part of a registration statement that we electronically file such material have filed with the SEC and does not contain all of the information in the registration statement. The full registration statement may be obtained through the SEC’s website, as provided above, or furnish such from us, as provided below under “Incorporation by Reference.” Certain documents establishing the terms of the offered securities are or may be filed as exhibits to the SECregistration statement or documents incorporated by reference in the registration statement. Statements in this prospectus about these documents are summaries and each statement is subject, and qualified in all respects by reference, to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters.

EXPERTS. The consolidated financial statements of Sonoma PharmaceuticalsAugmedix, Inc. appearing in Sonoma PharmaceuticalsAugmedix, Inc.’s annual report Annual Report on Form 10-K for the fiscal year ended March December 31, 2021, filed on July 14, 2021, 2021 have been audited by Marcum Xxxxx, Xxxxxxxx + Co. LLP, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus supplement forms a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement and the accompanying prospectus certain information included in the registration statement. For further information about us and the securities we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement. We file annual, quarterly and current reports, proxy statements and other information with the SECSEC under the Exchange Act. The SEC maintains a an Internet website that contains reports, proxy and information statements and other information regarding companiesabout issuers, such as ourslike us, that file documents electronically with the SEC. The address of the SEC’s that website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SECxxx.xxx.xxx.

EXPERTS. The consolidated financial statements of Sonoma Pharmaceuticals, Inc. appearing incorporated in Sonoma Pharmaceuticals, Inc.’s annual report this Prospectus by reference to the Annual Report on Form 10-K for the year ended March December 31, 2021, filed on July 14, 2021, 2021 have been audited by Marcum so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such said firm as experts in accounting auditing and auditingaccounting. We file annual, quarterly and current reports, proxy statements and other information have filed with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of the SEC’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed under the Securities Act with respect to, among other securities, the SEC to register the securities to be shares of common stock offered herebyby this prospectus supplement and accompanying prospectus. This prospectus does supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, including certain exhibits and schedules. You may obtain you should refer to the registration statement and exhibits its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement from in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC at are available to the address listed above or from public on the SEC’s website listed aboveat xxxx://xxx.xxx.xxx. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies You may access these materials free of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document charge as soon as reasonably practicable after we they are electronically file such material filed with or furnish such documents furnished to the SEC. Those filings are also available to the public on, or accessible through, our website at xxxxxxxxx.xxxxxx.xxx. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements as of Sonoma PharmaceuticalsDecember 31, Inc. appearing in Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K 2019 and 2018 and for the year years then ended March 31, 2021, filed on July 14, 2021, incorporated by reference in this prospectus supplement have been audited by Marcum so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report , given on the authority of such said firm as experts in accounting auditing and auditingaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered hereby. This prospectus supplement and the accompanying prospectus, which constitute a part of the registration statement, do not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities offered hereby, we refer you to the registration statement and the exhibits filed thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website an Internet site that contains reports, proxy and information statements statements, and other information regarding companies, such as ours, issuers that file documents electronically with the SEC, including us. The address of the SEC’s website is Internet site can be found at xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoingaddition, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx on or through our Internet site copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document these reports as soon as reasonably practicable after we electronically file such material with or furnish such documents furnished them to the SEC. Our Internet site can be found at xxxx://xxx.xxxxxxxxxxxxxxx.xxx. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus supplement or the accompanying prospectus.

EXPERTS. The consolidated financial statements of Sonoma Pharmaceuticals, Inc. appearing incorporated in Sonoma Pharmaceuticals, Inc.this prospectus by reference from the Company’s annual report Annual Report on Form 10-K for the year ended dated March 314, 2021, filed on July 14, 2021, 2020 have been audited by Marcum LLPXxxxx Xxxxxxx XxXxxx P.C., an independent registered public accounting firm, as set forth stated in their report included therein, and which is incorporated herein by reference. Such consolidated financial statements are have been so incorporated herein by reference in reliance upon such the report given on the authority of such firm given upon their authority as experts in accounting and auditingauditing Xxxxx Xxxxxxx XxXxxx P.C. has no interest in the shares being registered in this filing. We are a public company and file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Our SEC filings are also available to the public at the SEC’s web site at xxxx://xxx.xxx.xxx. The SEC maintains In addition, we maintain a website web site that contains information regarding our company, including copies of reports, proxy and information statements and other information regarding companies, such as ours, that we file documents electronically with the SEC. The address of our web site is xxx.xxxxxxxxx.xxx. Except for the SEC’s documents specifically incorporated by reference into this prospectus, information contained on our website is xxxx://xxx.xxx.xxx. The information on the SEC’s or that can be accessed through our website is does not constitute a part of this prospectus, and any references to this . We have included our website or any other website are address only as an inactive textual references onlyreference and do not intend it to be an active link to our website. This prospectus is supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SEC to register registering the securities to that may be offered herebyand sold hereunder. This prospectus does not contain all of the information included in the The registration statement, including certain exhibits thereto, contains additional relevant information about us and schedulesthese securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus supplement or the accompanying prospectus. You may obtain A copy of the registration statement and exhibits to can be obtained at the address set forth above. You should read the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q further information about us and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SECthese securities.

EXPERTS. The consolidated financial statements of Sonoma Pharmaceuticals, Inc. appearing in Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for the year fiscal years ended March December 31, 2021, filed on July 14, 2021, 2018 and 2017 incorporated by reference into this prospectus have been audited by Marcum LLPso incorporated in reliance on the report of Xxxxxxx & Xxxx, P.A., an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such said firm as experts in accounting auditing and auditingaccounting. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SECSecurities and Exchange Commission. The SEC Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, registrants that file documents electronically with the SECSecurities and Exchange Commission. The address of the SECSecurities and Exchange Commission’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectusxxx.xxx.xxx. We make available free of charge on or through our website at xxx.xxxxxxxxxxxx.xxx copies of xxx.xxxxxxxxxx.xxx, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K and any amendments to such document those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish such documents it to the SECSecurities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at xxx.xxx.xxx. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, xxx.xxxxxxxxxx.xxx. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

EXPERTS. The consolidated financial statements of Sonoma Pharmaceuticals, Inc. appearing incorporated in Sonoma Pharmaceuticals, Inc.’s annual report this prospectus by reference to the Annual Report on Form 10-K for the year ended March December 31, 2021, filed on July 14, 2021, 2022 have been audited by Marcum so incorporated in reliance on the report (which contains an emphasis of matter paragraph relating to the Company’s need to raise additional financing to continue its products’ development for the foreseeable future as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such said firm as experts in accounting auditing and auditingaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities to be offered under this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth or incorporated by reference in the registration statement of which this prospectus is a part and the exhibits to such registration statement. For further information with respect to us and the securities offered by this prospectus, we refer you to the registration statement of which this prospectus is a part and the exhibits to such registration statement. Statements contained in this prospectus as to the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or an exhibit to the reports or other documents incorporated by reference into this prospectus, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file annualelectronically with the SEC. The address of that website is xxx.xxx.xxx. You may also request a copy of these filings, quarterly at no cost, by writing us at 0000 Xxxxxx Xxxx Xxxxx #000, Xxxxxxx Xxxx, XX 00000 or telephoning us at (000) 000-0000. We are subject to the information and current reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website that contains These periodic reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with are available at the SEC. The address website of the SEC’s website is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references SEC referred to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we We also maintain a website at xxx.xxxxxxxxxxxx.xxxxxx.xxxxxxxxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies You may access these materials free of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document charge as soon as reasonably practicable after we they are electronically file such material with filed with, or furnish such documents to furnished to, the SEC. Information contained on or connected to our website is not a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.