NovaBay Pharmaceuticals Enters Material Definitive Agreement

TL;DR

NovaBay signed a big deal, filing an 8-K on 9/19. Details to come.

AI Summary

NovaBay Pharmaceuticals, Inc. announced on September 19, 2024, that it has entered into a Material Definitive Agreement. The company also disclosed costs associated with exit or disposal activities and provided a Regulation FD disclosure. Further details regarding these events are expected to be filed.

Why It Matters

This filing indicates a significant new agreement for NovaBay Pharmaceuticals, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant operational and financial changes, carrying inherent risks.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• September 19, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.01 — of Each Class Common Stock, par value $0.01 per share Trading Symbol(s) NBY N
• $9,500,000 — an aggregate cash purchase price of (i) $9,500,000, plus or minus (ii) an amount equal to
• $800,000 — and the target working capital value of $800,000 (the " Target Working Capital Value ")
• $500,000 — the Company subject to a limitation of $500,000. At the Closing, the Company and PRN wi
• $9,000,000 — ill receive consideration at Closing of $9,000,000, as adjusted (upward or downward) for t

Filing Documents

• nby20240918_8k.htm (8-K) — 60KB
• ex_725605.htm (EX-2.1) — 564KB
• ex_725701.htm (EX-2.2) — 21KB
• ex_725905.htm (EX-99.1) — 16KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-24-029642.txt ( ) — 928KB
• nby-20240919.xsd (EX-101.SCH) — 3KB
• nby-20240919_def.xml (EX-101.DEF) — 12KB
• nby-20240919_lab.xml (EX-101.LAB) — 15KB
• nby-20240919_pre.xml (EX-101.PRE) — 12KB
• nby20240918_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 19, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the " Company "), and PRN Physician Recommended Nutriceuticals, LLC, a Delaware limited liability company (" PRN "), entered into an Asset Purchase Agreement (the " Purchase Agreement "), pursuant to which PRN will acquire the Company's eyecare products sold under the Avenova brand and the related assets (collectively, the " Purchased Assets "), which will constitute substantially all of the Company's operating assets (the " Asset Sale Transaction "). PRN, however, will not purchase any of the Company's other products and assets, including those that relate to the Company's wound care, urology or dermatology businesses. Upon consummation of the Asset Sale Transaction as contemplated by the Purchase Agreement (the " Closing "), the Company will sell the Purchased Assets to PRN and PRN will assume the specified Assumed Liabilities (as defined in the Purchase Agreement) for an aggregate cash purchase price of (i) $9,500,000, plus or minus (ii) an amount equal to the difference between the net working capital amount immediately prior to the Closing (the " Net Working Capital Amount ") and the target working capital value of $800,000 (the " Target Working Capital Value ") (collectively, the " Purchase Price "). The Net Working Capital Amount will be determined by the parties commencing 90 days after the Closing with such calculation applying accounting principles agreed upon by the parties. If the Net Working Capital Amount is less than the Target Working Capital Value, then the amount of such difference shall be paid to PRN solely from the Escrow Amount (as defined below), and if the Net Working Capital Amount is greater than the Target Working Capital Value, then such greater amount shall be paid by PRN to the Company subject to a limitation of $500,000. At the Closing, the Company and PRN will also enter into an escrow agreement, pursu

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company is currently unable to make a determination of the estimated amount or range of amounts of the charge that will result in future cash expenditures in connection with the Asset Sale Transaction, which transaction is subject to the satisfaction of closing conditions of the parties. If the Asset Sale Transaction is consummated and if and when the Company makes a determination of such an estimate or range of estimates, the Company undertakes to file an amended report on Form 8-K under this Item 2.05 within four (4) business days.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 20, 2024, the Company issued a press release announcing the entry into the Purchase Agreement described by Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

01 Other Events

Item 8.01 Other Events. In connection with the approval of the Purchase Agreement, the Asset Sale Transaction, and the other transactions contemplated by the Purchase Agreement, the Board, upon analysis of the best way to provide a return of the significant intrinsic value of the Avenova business to the Company's stockholders if the Asset Sale Transaction is completed and after considering other factors, including the remaining assets of the Company after the Avenova business is sold, approved the voluntary liquidation and dissolution of the Company (the " Dissolution ") and adopted a Plan of Complete Liquidation and Dissolution of the Company (the " Plan of Dissolution "), subject to the Purchase Agreement being entered into and effective and stockholder approval being received at a special meeting of stockholders. The Board's approval of the Plan of Dissolution became effective upon the signing of Asset Purchase Agreement on September 19, 2024. If the stockholders approve the Dissolution pursuant to the Plan of Dissolution, the Company currently plans to file a Certificate of Dissolution with the Secretary of State of Delaware and proceed with the Dissolution in accordance with the Plan of Dissolution and Delaware law as soon as practical following the special meeting and the Closing of the Asset Sale Transaction; however, such filing may be delayed or not filed at all as determined by the Board in its sole discretion. If the Asset Sale Transaction is consummated, the Company will receive consideration at Closing of $9,000,000, as adjusted (upward or downward) for the post-Closing net working capital adjustment, less transaction expenses, with an additional $500,000 to be held in escrow for a period of six (6) months after the Closing as further described in Item 1.01 of this Current Report on Form 8-K. In general terms, if the Company dissolves pursuant to the Plan of Dissolution, the Company will cease conducting its business, wind up its affairs, dispose of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Asset Purchase Agreement, dated September 19, 2024, by and between NovaBay Pharmaceuticals, Inc. and PRN Physician Recommended Nutriceuticals, LLC 2.2 Plan of Complete Liquidation and Dissolution of NovaBay Pharmaceuticals, Inc. 99.1 Press Release dated as of September 20, 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 agreement by means of marking such portions with brackets (due to such confidential portions not being material and being the type of information that the Company treats as private or confidential) pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit, or confidential portions of an exhibit to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: September 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR