NovaBay Pharmaceuticals Files 8-K

TL;DR

NBY filed an 8-K on 3/24 for a material agreement and equity sales.

AI Summary

NovaBay Pharmaceuticals, Inc. announced on March 24, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and financial transactions were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions by NovaBay Pharmaceuticals, including a material agreement and equity sales, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• March 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share NBY NYSE American Indicat
• $1,070,000 — o Buyer for a closing purchase price of $1,070,000, subject to adjustment for the payment
• $0.14 — d (iii) have an exercise price equal to $0.14 per share. Subject to the closing of th
• $525,000 — n, for an aggregate principal amount of $525,000 and will be convertible into an aggrega
• $0.25 — ries C Preferred Stock, which were each $0.25 per share convertible into 1,000 shares

Filing Documents

• nby20240324_8k.htm (8-K) — 49KB
• ex_644165.htm (EX-4.2) — 101KB
• ex_644166.htm (EX-4.3) — 50KB
• ex_644163.htm (EX-10.3) — 75KB
• ex_644164.htm (EX-10.4) — 18KB
• 0001437749-24-009117.txt ( ) — 485KB
• nby-20240324.xsd (EX-101.SCH) — 3KB
• nby-20240324_def.xml (EX-101.DEF) — 11KB
• nby-20240324_lab.xml (EX-101.LAB) — 15KB
• nby-20240324_pre.xml (EX-101.PRE) — 11KB
• nby20240324_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement Amendment to the Security Agreement and Consent to Terminate the Subsidiary Guarantee On March 12, 2024, NovaBay Pharmaceuticals, Inc. (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, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the " Commission ") on March 14, 2024 (the " DERMAdoctor Sale Transaction "). Upon consummation of the DERMAdoctor Sale Transaction as contemplated by the Purchase Agreement, the Company will sell 100% of the membership units (the " Membership Units ") of DERMAdoctor to Buyer for a closing purchase price of $1,070,000, subject to adjustment for the payment of certain outstanding DERMAdoctor indebtedness and transaction expenses. The Company expects the DERMAdoctor Sale Transaction to close on March 25, 2024 or as soon as practicable thereafter. The closing of the DERMAdoctor Sale Transaction is subject to satisfying certain conditions, which include the Company obtaining the consent of the holders (the " Secured Parties ") of the Company's Original Discount Senior Secured Convertible Debentures due November 1, 2024 (the " Secured Convertible Notes ") to (i) amend the Security Agreement, dated April 27, 2023 (the " Security Agreement "), to remove the Membership Units and any assets of DERMAdoctor as collateral for the Company's obligations pursuant to the Secured Convertible Notes and for DERMAdoctor to be removed as a party to the Security Agreement (the " Security Agreement Amendment ") and (ii) terminate the Subsidiary Guarantee, dated April 27, 2023 (the " Subsidiary Guarantee "), which DERMAdoctor entered into in connection with the issuance of the Secured Convert

02

Item 3.02 Unregistered Sales of Equity Securities The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Cautionary Language Concerning Forward-Looking Statements This Current Report on Form 8-K contains forward looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements about the timing and expected impact of the DERMAdoctor Sale Transaction. These forward-looking statements are based upon management's current expectations, assumptions, estimates, projections and beliefs. These statements involve 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 Current Report on Form 8-K, are detailed in the Company's latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading "Risk Factors." The forward-looking statements in this Current Report on Form 8-K speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.

Financial Statements and Exhibits

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 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed March 14, 2024) 4.1 Form of Original Issue Discount Secured Senior Convertible Debentures (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed April 27, 2023) 4.2 Form of Series D Common Stock Warrant 4.3 Form of Unsecured Convertible Notes 10.1* Form of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 27, 2023) 10.2 Form of Subsidiary Guarantee (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed April 27, 2023) 10.3* Form of First Amendment to the Security Agreement, dated March 24, 2024 10.4* Form of Consent and Release, dated March 24, 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 not being material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the Commission. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the Commission 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 Hall Justin Hall Chief Executive Officer and General Counsel Dated: March 25, 2024

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View this 8-K filing on SEC EDGAR