NovaBay Pharmaceuticals Files 8-K

TL;DR

NovaBay filed an 8-K on March 12th for a material agreement and financial update.

AI Summary

NovaBay Pharmaceuticals, Inc. announced on March 12, 2024, that it entered into a Material Definitive Agreement. The company also reported its results of operations and financial condition. Specific details regarding the agreement and financial results were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate activity, potentially involving new agreements or financial updates that could impact the company's future performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial updates, which could represent significant changes for the company, but the lack of specific details necessitates a medium risk assessment.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• March 12, 2024 (date) — Earliest event reported
• March 14, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share NBY NYSE American Indicat
• $1,070,000 — ts to the Buyer for a purchase price of $1,070,000, subject to an adjustment for the payme

Filing Documents

• nby20240313_8k.htm (8-K) — 36KB
• ex_639108.htm (EX-2.1) — 301KB
• ex_639341.htm (EX-99.1) — 15KB
• ex_639341img001.jpg (GRAPHIC) — 3KB
• 0001437749-24-007754.txt ( ) — 554KB
• nby-20240312.xsd (EX-101.SCH) — 3KB
• nby-20240312_def.xml (EX-101.DEF) — 11KB
• nby-20240312_lab.xml (EX-101.LAB) — 15KB
• nby-20240312_pre.xml (EX-101.PRE) — 11KB
• nby20240313_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 12, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the " Company "), entered into a Membership Unit Purchase Agreement (the " Purchase Agreement ") by and among: (i) New Age Investments LLC, a Florida limited liability company (the " Buyer "); (ii) DERMAdoctor, LLC, a Missouri limited liability company (" DERMAdoctor "); and (iii) the Company. Pursuant to the Purchase Agreement, the Company will sell 100% of the membership units ("the " Membership Units ") of DERMAdoctor (the " Transaction "), which is the Company's wholly-owned subsidiary that develops, manufactures, markets, brands, distributes and sells a variety of skincare products. Upon consummation of the Transaction as contemplated by the Purchase Agreement (the " Closing "), the Company will sell the Membership Units to the Buyer for a purchase price of $1,070,000, subject to an adjustment for the payment of certain DERMAdoctor indebtedness and any Transaction expenses. The Closing is subject to certain conditions that include the Company obtaining the consent of the holders of the Company's Original Discount Senior Secured Convertible Debentures due November 1, 2024 (the " Convertible Notes ") to (1) amend the Security Agreement, dated April 27, 2023, to remove the Membership Units and any assets of DERMAdoctor as collateral for the Company's obligations pursuant to the Convertible Notes and for DERMAdoctor to be removed as a party to such agreement and (2) terminate the Subsidiary Guarantee, dated April 27, 2023, which DERMAdoctor entered into in connection with the issuance of the Convertible Notes. The Company will also enter into a transition services agreement with the Buyer at Closing to assist in certain transition matters.

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On March 14, 2024, the Company issued a press release announcing that it had entered into the Purchase Agreement and regarding its results for the three and twelve months ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference. The information contained in this Item 2.02 of this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Language Concerning Forward-Looking Statements This report contains forward looking statements within the meaning of the " safe harbor " provisions of the Private Securities Litigation Reform Act of 1995. This release contains forward-looking statements that are based upon management ' s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding the timing of the Transaction, the Company ' s product offerings and marketing efforts and the impact of the Transaction. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company ' s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this press release, are detailed in the Company ' s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Securities and Exchange Commission (the " SEC " ), especially under the heading " Risk Factors. " The forward-looking statements in this release speak

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1* Membership Unit Purchase Agreement, dated March 12, 2024, by and among the Company, DERMAdoctor, and the Buyer 99.1 Press Release, dated March 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions are not material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the SEC upon request.

SIGNATURES

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. NovaBay Pharmaceuticals, Inc. By: /s/ Justin M. Hall Justin M. Hall Chief Executive Officer and General Counsel Dated: March 14, 2024

View Full Filing

View this 8-K filing on SEC EDGAR