NovaBay Pharmaceuticals Faces Delisting Concerns

TL;DR

NovaBay might get delisted, stock could tank.

AI Summary

NovaBay Pharmaceuticals, Inc. filed an 8-K on May 29, 2024, reporting a notice of delisting or failure to satisfy continued listing rules. The earliest event reported was May 28, 2024. The company is incorporated in Delaware and its principal executive offices are located in Emeryville, CA.

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 directly threatens the company's ability to trade on major exchanges, posing a significant risk to its operations and stock value.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• May 28, 2024 (date) — Earliest event reported
• May 29, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 2000 Powell Street, Suite 1150, Emeryville, CA 94608 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — Registered Common Stock , par value $0.01 per share NBY NYSE American Check t
• $2.0 million — any to maintain stockholders' equity of $2.0 million or more if the listed company has repor
• $160 thousand — ompany reported stockholders' equity of $160 thousand as of March 31, 2024 and has had losses
• $4.0 million — any to have stockholders' equity of (1) $4.0 million or more if the listed company has repor
• $6.0 million — s four most recent fiscal years and (2) $6.0 million or more if the listed company has repor
• $525 thousand — on Stock upon (i) the conversion of the $525 thousand aggregate principal amount of Unsecured

Filing Documents

• nby20240529_8k.htm (8-K) — 51KB
• ex_681108.htm (EX-99.1) — 19KB
• nova.jpg (GRAPHIC) — 4KB
• 0001437749-24-018612.txt ( ) — 219KB
• nby-20240528.xsd (EX-101.SCH) — 3KB
• nby-20240528_def.xml (EX-101.DEF) — 12KB
• nby-20240528_lab.xml (EX-101.LAB) — 15KB
• nby-20240528_pre.xml (EX-101.PRE) — 12KB
• nby20240529_8k_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On May 28, 2024, NovaBay Pharmaceuticals, Inc. (the "Company") received a letter ("Additional 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 Section 1003(a)(i) of the NYSE American Company Guide. Section 1003(a)(i) of the NYSE American Company Guide requires a listed company to maintain stockholders' equity of $2.0 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. The Company reported stockholders' equity of $160 thousand as of March 31, 2024 and has had losses from continuing operations and net losses in each of the last three fiscal years. As previously reported in Item 3.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 19, 2024, the Company was previously notified by the NYSE American on April 18, 2024 ("Initial Deficiency Letter") that it was not in compliance with the minimum stockholders' equity requirement of Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide requiring a listed company to have stockholders' equity of (1) $4.0 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and (2) $6.0 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years, respectively. In accordance with the Initial Deficiency Letter, the Company submitted a plan to the NYSE American to regain compliance with the stockholders' equity continued listing standards on May 8, 2024 (the "Compliance Plan"). Pursuant to the Additional Deficiency Letter, the Company is subject to the requirements in th

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 28, 2024, the Company held its 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), at which the Company's stockholders voted on five (5) proposals, each of which is described in more detail in the Company's proxy statement filed with the SEC on April 18, 2024 (the "Proxy Statement"). There were 36,060,825 outstanding shares entitled to vote and there were 18,317,862 shares present in person or by proxy at the 2024 Annual Meeting, representing approximately fifty-one percent (51%) of the shares outstanding and entitled to vote and constituting a quorum. The voting results are presented below. 1. To elect three (3) Class II directors nominated by the Company's Board of Directors to hold office for a term of three (3) years or until their respective successors are elected and qualified. Nominee For Withhold Broker Non-Vote 1 Julie Garlikov 8,426,320 1,401,370 8,490,172 Justin M. Hall, Esq. 8,301,613 1,526,077 8,490,172 Yongxiang (Sean) Zheng 7,836,350 1,991,340 8,490,172 2. To ratify the appointment by the Company's Audit Committee of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. For Against Abstain 15,348,923 2,880,950 87,989 1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting. 3. To approve, as required by, and in accordance with, Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 2,528,848 shares of Common Stock upon the exer

01 Other Events

Item 8.01 Other Events On May 28, 2024, following stockholder approval, the Board approved a Reverse Stock Split ratio of 1-for-35, and the Company issued a press release announcing the same as well as disclosing the Additional Deficiency Letter. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Cautionary Language Concerning 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 Proposed Reverse Stock Split 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-Q/K filings with the SEC, especially under the heading "Risk Factors," and in the Proxy Statement, especially under the heading "Proposal Five: The Reverse

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 99.1 Press Release, dated May 29, 2024 104 Cover Page Interactive Data File (embedded within 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 M. Hall Justin M. Hall Chief Executive Officer and General Counsel Dated: May 29, 2024

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View this 8-K filing on SEC EDGAR