NovaBay Pharmaceuticals Files 8-K

TL;DR

NovaBay filed an 8-K on 7/29 detailing a material agreement and other events as of 7/26.

AI Summary

On July 26, 2024, NovaBay Pharmaceuticals, Inc. entered into a Material Definitive Agreement. The company also reported other events and filed financial statements and exhibits. The filing was made on July 29, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions and financial reporting by NovaBay Pharmaceuticals, Inc., which could impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to significant stock price movements, but the specific details of the agreement are not yet fully disclosed in this summary.

Key Numbers

• 001-33678 — SEC File Number (Identifies the company's filing history)
• 68-0454536 — I.R.S. Employer Identification No. (Company tax identification)

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported
• July 29, 2024 (date) — Filing date
• 2000 Powell Street, Suite 1150 (address) — Principal Executive Offices
• 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 Indicat
• $1.10 — purchase one share of Common Stock, is $1.10. The combined public offering price for
• $1.09 — purchase one share of Common Stock, is $1.09. The Series F-1 Warrants have an exerc
• $3.87 million — of the Warrants, will be approximately $3.87 million. The Company intends to use the net pro

Filing Documents

• nby20240727_8k.htm (8-K) — 45KB
• ex_704469.htm (EX-1.1) — 239KB
• ex_704465.htm (EX-4.1) — 126KB
• ex_704466.htm (EX-4.2) — 121KB
• ex_704467.htm (EX-4.3) — 117KB
• ex_704468.htm (EX-4.4) — 115KB
• ex_704464.htm (EX-10.1) — 131KB
• ex_704459.htm (EX-99.1) — 14KB
• ex_704831.htm (EX-99.2) — 13KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-24-023740.txt ( ) — 1257KB
• nby-20240726.xsd (EX-101.SCH) — 3KB
• nby-20240726_def.xml (EX-101.DEF) — 11KB
• nby-20240726_lab.xml (EX-101.LAB) — 15KB
• nby-20240726_pre.xml (EX-101.PRE) — 11KB
• nby20240727_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On July 26, 2024, NovaBay Pharmaceuticals, Inc. (the " Company " or " NovaBay ") entered into an underwriting agreement (the " Underwriting Agreement ") with Ladenburg Thalmann & Co., Inc., as the sole underwriter (the " Underwriter "), relating to the issuance and sale in a public offering (the " Offering ") of: (i) 1,158,566 shares of common stock, par value $0.01 per share, of the Company (the " Common Stock ") and 2,041,814 pre-funded warrants, in lieu of shares of Common Stock (the " Pre-Funded Warrants "), (ii) 3,200,380 Series F-1 warrants to purchase up to 3,200,380 shares of Common Stock (the " Series F-1 Warrants "), (iii) 3,200,380 Series F-2 warrants to purchase up to 3,200,380 shares of Common Stock (the " Series F-2 Warrants ") and (iv) 3,200,380 Series F-3 warrants to purchase up to 3,200,380 shares of Common Stock (the " Series F-3 Warrants ", and together with the Pre-Funded Warrants, Series F-1 Warrants and Series F-2 Warrants, the " Warrants "). In addition, the Company has granted the Underwriter a 45-day option to purchase up to 477,272 additional shares of Common Stock and/or 477,272 Series F-1 Warrants to purchase up to 477,272 shares of Common Stock, 477,272 Series F-2 Warrants to purchase up to 477,272 shares of Common Stock and 477,272 Series F-3 Warrants to purchase up to 477,272 shares of Common Stock, or any combination thereof, as determined by the Underwriter, at the public offering price, less underwriting discounts and commissions, in each case solely to cover over-allotments, if any. The Underwriter partially exercised this option on July 26, 2024, for (i) 336,832 shares of Common Stock, (ii) 336,832 shares of Series F-1 Warrants to purchase up to 336,832 shares of Common Stock, (iii) 336,832 shares of Series F-2 Warrants to purchase up to 336,832 shares of Common Stock and (iv) 336,832 shares of Series F-3 Warrants to purchase up to 336,832 shares of Common Stock. Each sh

01

Item 8.01 Other Events. On July 26, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On July 29, 2024, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1* Underwriting Agreement, dated July 26, 2024, by and between NovaBay Pharmaceuticals, Inc. and Ladenburg Thalmann & Co., Inc. 4.1 Form of Series F-1 Warrant 4.2 Form of Series F-2 Warrant 4.3 Form of Series F-3 Warrant 4.4 Form of Pre-Funded Warrant 10.1 Warrant Agency Agreement, dated July 29, 2024, by and between NovaBay Pharmaceuticals, Inc. and Equinti Trust Company, LLC 99.1 Press Release, dated July 26, 2024 99.2 Press Release, dated July 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the Securities and Exchange Commission.

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: July 29, 2024

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View this 8-K filing on SEC EDGAR