NovaBay Pharmaceuticals Faces Delisting Notice

TL;DR

NovaBay's in hot water, might get delisted. Big red flag.

AI Summary

NovaBay Pharmaceuticals, Inc. filed an 8-K on April 19, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company is also reporting other events and filing financial statements and exhibits related to this situation. The earliest event reported was on April 18, 2024.

Why It Matters

This filing indicates potential issues with NovaBay Pharmaceuticals' continued listing on an exchange, which could significantly impact its stock value and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued operation and stock viability.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• April 18, 2024 (date) — Earliest event reported
• April 19, 2024 (date) — Filing date
• 001-33678 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — Registered Common Stock , par value $0.01 per share NBY NYSE American Indicat
• $4.0 million — de ") requiring stockholders' equity of $4.0 million or more if the Company has reported los
• $6.0 million — f the four most recent fiscal years and $6.0 million or more if the Company has reported los
• $3.3 million — the Company had stockholders' equity of $3.3 million. The Company intends to submit a plan

Filing Documents

• nby20240419_8k.htm (8-K) — 32KB
• ex_657264.htm (EX-99.1) — 10KB
• nb01.jpg (GRAPHIC) — 9KB
• 0001437749-24-012586.txt ( ) — 189KB
• nby-20240418.xsd (EX-101.SCH) — 3KB
• nby-20240418_def.xml (EX-101.DEF) — 11KB
• nby-20240418_lab.xml (EX-101.LAB) — 15KB
• nby-20240418_pre.xml (EX-101.PRE) — 11KB
• nby20240419_8k_htm.xml (XML) — 3KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 18, 2024, NovaBay Pharmaceuticals, Inc. (the " Company ") received a notification (" Deficiency Letter ") from the NYSE American LLC (the " NYSE American ") stating that the Company is not in compliance with the minimum stockholders' equity requirements of Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the " Company Guide ") requiring stockholders' equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years and $6.0 million or more if the Company has reported losses from continuing operations and/or net losses in its five most recent fiscal years, respectively. Pursuant to the Deficiency Letter, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide and must submit a plan of compliance by May 18, 2024 addressing how it intends to regain compliance with Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide by October 18, 2025. As of December 31, 2023, the Company had stockholders' equity of $3.3 million. The Company intends to submit a plan to regain compliance with NYSE American listing standards. If the Company does not regain compliance with those standards, or does not make progress consistent with the plan, the NYSE American staff may commence delisting proceedings. The Deficiency Letter has no immediate effect on the listing or trading of the Company's common stock, and the Company's common stock will continue to trade on the NYSE American under the symbol "NBY", although a "below compliance" indicator will appended to the Company's ticker symbol (with the added designation of ".BC") during the period the Company is not in compliance with the NYSE American's continued listing standards. The Company's receipt of the Deficiency Letter does not affect the Company's b

01

Item 8.01 Other Events On April 19, 2024, the Company issued a press release announcing its receipt of the Deficiency Letter. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management's current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," or "would" and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the impact of the Deficiency Letter and the Company's ability to comply with the continued listing requirements of the NYSE American. 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 the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. 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 report, are detailed in the Company's latest Form 10-K filing with the SEC, especially under the heading "Risk Factors," and in the definitive proxy statement filed by NovaBay with the SEC, especially under the heading "Proposal Five: The Reverse Stock Split Proposal — Risks Relating to the Reverse Stock Split." The forward-looking statements in this report 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 99.1 Press Release, dated April 19, 2024 104 Cover Page Interactive Date File (embedded with the Inline XBRL document)

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: April 19, 2024

View Full Filing

View this 8-K filing on SEC EDGAR