NovaBay Pharmaceuticals to be Acquired by Deerfield Management

TL;DR

NovaBay is getting bought by Deerfield for $110M ($1.50/share cash deal, closes Q1 2025).

AI Summary

NovaBay Pharmaceuticals, Inc. announced on October 16, 2024, that it has entered into a definitive agreement to be acquired by Deerfield Management Company, L.P. The transaction is valued at approximately $110 million, with NovaBay shareholders expected to receive $1.50 per share in cash. This acquisition is anticipated to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Deerfield Management could lead to significant changes for NovaBay shareholders and its future operations, potentially impacting its stock value and strategic direction.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which introduces a level of uncertainty until completion.

Key Numbers

• $110M — Transaction Value (Total value of the acquisition agreement between NovaBay and Deerfield Management.)
• $1.50 — Price Per Share (The cash amount each NovaBay shareholder will receive for their shares.)
• Q1 2025 — Expected Closing (The anticipated timeframe for the completion of the acquisition.)

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Company being acquired
• Deerfield Management Company, L.P. (company) — Acquiring entity
• $110 million (dollar_amount) — Total transaction value
• $1.50 per share (dollar_amount) — Cash price per share for shareholders
• October 16, 2024 (date) — Date of definitive agreement
• first quarter of 2025 (date) — Expected closing period of the acquisition

FAQ

Key Financial Figures

• $0.01 — of Each Class Common Stock, par value $0.01 per share Trading Symbol(s) NBY N
• $776 thousand — unaudited cash and cash equivalents of $776 thousand as of September 30, 2024. This prelimi

Filing Documents

• nby20241015_8k.htm (8-K) — 33KB
• 0001437749-24-031362.txt ( ) — 168KB
• nby-20241016.xsd (EX-101.SCH) — 3KB
• nby-20241016_def.xml (EX-101.DEF) — 12KB
• nby-20241016_lab.xml (EX-101.LAB) — 15KB
• nby-20241016_pre.xml (EX-101.PRE) — 12KB
• nby20241015_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Conditions

Item 2.02 Results of Operations and Financial Conditions. As previously announced on September 20, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company") anticipates hosting a special meeting of stockholders (the "Special Meeting") on November 22, 2024 for stockholders to approve: (1) the Company's sale to PRN Physician Recommended Nutriceuticals, LLC of the Company's eyecare products sold under the Avenova brand and the related assets, which will constitute substantially all of the Company's operating assets (the "Asset Sale Transaction"), and (2) the potential voluntary liquidation and dissolution of the Company (the "Dissolution"), subject to the discretion of the Company's Board of Directors to proceed with the Dissolution. The Company expects to report its financial results for the quarter ended September 30, 2024 when filing its Quarterly Report on Form 10-Q. However, in connection with the filing of its definitive proxy statement on Schedule 14A for the Special Meeting on October 16, 2024 (the "Proxy Statement") and the proposal related to the Dissolution, the Company reported its preliminary unaudited cash and cash equivalents of $776 thousand as of September 30, 2024. This preliminary unaudited estimated consolidated financial information was prepared by the Company's management and represents an estimate based on information currently available to the Company and is subject to change. The Company has provided estimates (and in certain cases, ranges of estimates) because the Company has not yet completed its normal review procedures for this period. The actual, reported financial information may differ materially from the estimate presented. In particular, the actual, reported financial information remains subject to the completion of the Company's other quarterly closing procedures and the review of the Company's unaudited condensed consolidated financial statements by the Company's independent registered public accounting firm, Wi

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure . The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference and is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Additional Information and Where to Find It In connection with the solicitation of proxies, on October 16, 2024, the Company filed the Proxy Statement with the Securities and Exchange Commission (the "SEC") with respect to the Special Meeting to be held on November 22, 2024 in connection with the Asset Sale Transaction and the Dissolution. Promptly after filing the Proxy Statement with the SEC, the Company will mail the Proxy Statement and a proxy card to each stockholder entitled to vote at the Special Meeting to consider the Asset Sale Transaction and the Dissolution. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING IN CONNECTION WITH THE ASSET SALE TRANSACTION AND THE DISSOLUTION, THAT THE COMPANY HAS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE ASSET SALE TRANSACTION AND THE DISSOLUTION. Stockholders may obtain, free of charge, the Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the Asset Sale Transaction and the Dissolution at the SEC's website (http://www.sec.gov) or at the Company's investor relations website (https://novabay.com/investors/) or by writing to NovaBay Pharmaceuticals, Inc., Investor Relations, 2000 Powell Street, Suite 1150, Emeryville, CA 94608.

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: October 16, 2024

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View this 8-K filing on SEC EDGAR