SNOA Sonoma Pharmaceuticals Inc

(1)  This Amendment No. 1 to Schedule 13D (as amended, “Schedule 13D”) is filed by Montreux Equity Partners V, L.P., a Delaware limited partnership (“MEP V”), Montreux Equity Management V, LLC, a Delaware limited liability company (“MEM V”) and Daniel K. Turner III (“Turner” and together with MEP V and MEM V, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)  Based upon 6,592,633 shares of Common Stock of the Issuer outstanding as of October 29, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

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(1)  This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)  Based upon 6,592,633 shares of Common Stock of the Issuer outstanding as of October 29, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

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(1)  This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)  Based upon 6,592,633 shares of Common Stock of the Issuer outstanding as of October 29, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

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The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on November 5, 2018 (the “Original Schedule 13D”). This Amendment No. 1 amends the Original Schedule 13D as specifically set forth herein.

Item 4.                            Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 19, 2018, Daniel K. Turner III (“Turner”), on behalf of Montreux Equity Partners V, L.P., a Delaware limited partnership (“MEP V”), delivered a second letter (the “Letter”) to the Board of Directors (the “Board”) of Sonoma Pharmaceuticals, Inc. (the “Issuer”). In the Letter, Turner noted that the Board had failed to respond to Turner’s previous letter to the Board, dated November 2, 2018 (the “Original Letter”). The Original Letter requested, among other things, that MEP V have an opportunity to meet with the full Board.  However, the Issuer did not offer MEP V the opportunity to meet with the full Board. Instead, only Jerry McLaughlin, one of the three independent directors that MEP V designated as needing to resign in the Original Letter, reached out, and his offer was only for a call with him and another of the directors identified by MEP V, Sharon Barbari, to hear MEP V’s concerns.  The Letter also noted that the Board failed to take the advice outlined in the Original Letter that the Issuer abandon the equity financing that the Issuer was then contemplating. Since the date of the Original Letter, the Board and the Issuer went ahead with the equity financing, resulting in a decline of over 20% in the price of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), and the Issuer’s Common Stock trading below $1.00 per share. Due to the Board’s failure to adequately address any of the points in the Original Letter, the Letter noted that MEP V has no choice but to pursue any and all legal remedies available under applicable law, including, without limitation, claims for breaches of fiduciary duties by the Board.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.1 and is incorporated by reference herein.

Item 5.                            Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

(a) and (b)

As of the date hereof, the shares of Common Stock are held directly by MEP V. Montreux Equity Management V, LLC, a Delaware limited liability company (“MEM V” and, together with Turner and MEP V, the “Reporting Persons”), serves as investment manager to and general partner of MEP V.  By reason of such relationships, MEM V may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP V.  MEM V disclaims beneficial ownership of all such shares.  Turner serves as sole manager of MEM V.  By reason of such relationship, Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP V.  Turner disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest in MEP V and MEM V.

All percentages of Common Stock disclosed in this statement are based on 6,592,633 shares of Common Stock of the Issuer outstanding as of October 29, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

(c) The Reporting Persons have not acquired any shares of the Issuer’s Common Stock since the filing of the Original Schedule 13D.

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Item 7.                            Materials to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:                   November 20, 2018

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