NovaBay Pharmaceuticals Files 8-K

TL;DR

NovaBay inked a deal, sold some stock, and filed financials. Details TBD.

AI Summary

On June 14, 2024, NovaBay Pharmaceuticals, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The specific details of the agreement and the financial implications were not fully disclosed in the provided text.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further scrutiny of the disclosed details.

Key Players & Entities

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

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share NBY NYSE American Indicat
• $2.50 — Warrants at a reduced exercise price of $2.50 (the " Reduced Exercise Price ") (as re
• $225,952 — roceeds to the Company of approximately $225,952. The closing of the Warrant Exercise i
• $2.57 — ssuance; (ii) have an exercise price of $2.57; and (iii) have a term of five (5) year
• $50,000 — ted expenses in an amount not to exceed $50,000 in the aggregate. Additional Matters

Filing Documents

• nby20240614_8k.htm (8-K) — 38KB
• ex_688392.htm (EX-4.1) — 101KB
• ex_688393.htm (EX-10.1) — 68KB
• ex_688393img001.jpg (GRAPHIC) — 5KB
• 0001437749-24-020277.txt ( ) — 385KB
• nby-20240614.xsd (EX-101.SCH) — 3KB
• nby-20240614_def.xml (EX-101.DEF) — 11KB
• nby-20240614_lab.xml (EX-101.LAB) — 15KB
• nby-20240614_pre.xml (EX-101.PRE) — 11KB
• nby20240614_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On June 14, 2024, NovaBay Pharmaceuticals, Inc. (the " Company ") announced that as of June 14, 2024, it entered into letter agreements (the " Letter Agreements ") with certain existing holders of its (i) (i) warrants issued in September 2022 (the " September 2022 Warrants ") to purchase common stock, par value $0.01 per share (" Common Stock "); (ii) Series A-1 warrants issued in November 2022 (the " Series A-1 Warrants ") to purchase Common Stock; (iii) Series B-1 warrants issued in May 2023 (the " Series B-1 Warrants ") to purchase Common Stock; and (iv) Series B-2 warrants issued in May 2023 (the " Series B-2 Warrants ") to purchase Common Stock (collectively (i) through (iv), the " Existing Warrants "). The holders of the Existing Warrants that entered into Letter Agreements are referred to in this Current Report on Form 8-K as the " Participants ". The Letter Agreements provide for the following (which are collectively referred to as the " Warrant Reprice Transactions "): Warrant Exercise Pursuant to the terms of the Letter Agreements, the Participants agreed to make an exercise (the " Warrant Exercise ") of a portion of their Existing Warrants at a reduced exercise price of $2.50 (the " Reduced Exercise Price ") (as reduced from the exercise price pursuant to the terms of the Existing Warrants). There were an aggregate of approximately 90,381 shares of Common Stock underlying the Existing Warrants that were exercised in connection with the Warrant Exercise, resulting in gross proceeds to the Company of approximately $225,952. The closing of the Warrant Exercise is expected to occur on June 17, 2024. The resale of the shares of Common Stock underlying the Existing Warrants (" Warrant Shares ") have been previously registered pursuant to registration statements on Form S-1 that are on file with the U.S. Securities and Exchange Commission (the " Commission "). New Series E Common Stock Purchase Warra

.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 Warrant Reprice Transactions. 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 4.1 Form of Series E Common Stock Warrant 10.1 Form of Letter Agreement, dated June 14, 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: June 14, 2024

View Full Filing

View this 8-K filing on SEC EDGAR