NovaBay Pharmaceuticals Files 8-K on Shareholder Vote & Other Events

Ticker: NBY · Form: 8-K · Filed: Nov 22, 2024 · CIK: 1389545

Novabay Pharmaceuticals, INC. 8-K Filing Summary
FieldDetail
CompanyNovabay Pharmaceuticals, INC. (NBY)
Form Type8-K
Filed DateNov 22, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$0.01
Sentimentneutral

Sentiment: neutral

Topics: corporate-action, shareholder-vote, financials

Related Tickers: NBY

TL;DR

NovaBay filed an 8-K for a shareholder vote and financial updates. Stay tuned for details.

AI Summary

On November 22, 2024, NovaBay Pharmaceuticals, Inc. filed an 8-K report. The filing indicates that the company is submitting matters to a vote of its security holders and is also reporting other events and financial statements. The report does not detail specific outcomes or financial figures but serves as a notification of these corporate actions.

Why It Matters

This filing signals that NovaBay Pharmaceuticals is engaging in significant corporate actions requiring shareholder approval and is providing updates on its financial status, which could impact investor decisions.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like shareholder votes, which can introduce uncertainty and potential changes in company direction or structure.

Key Players & Entities

FAQ

What specific matters are being submitted to a vote of NovaBay Pharmaceuticals' security holders?

The filing does not specify the exact matters to be voted on by security holders; it only states that such matters are being submitted.

Are there any specific financial statements or exhibits included with this 8-K filing?

The filing indicates that 'Financial Statements and Exhibits' are part of the report, but the specific content of these is not detailed in the provided text.

What is the significance of the 'Other Events' item listed in the filing?

The filing lists 'Other Events' as an item, but does not provide any details about what these events entail.

What is the primary business of NovaBay Pharmaceuticals, Inc. according to the filing?

NovaBay Pharmaceuticals, Inc. is classified under 'PHARMACEUTICAL PREPARATIONS [2834]'.

When was NovaBay Pharmaceuticals, Inc. incorporated and in which state?

NovaBay Pharmaceuticals, Inc. was incorporated in Delaware.

Filing Stats: 882 words · 4 min read · ~3 pages · Grade level 11.3 · Accepted 2024-11-22 16:27:41

Key Financial Figures

Filing Documents

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 22, 2024, NovaBay Pharmaceuticals, Inc. (the "Company") held its 2024 Special Meeting of Stockholders (the "Special Meeting"), whereby the Company's stockholders were asked to consider three (3) proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 16, 2024, as supplemented from time to time (collectively, the "Proxy Statement"). There were 4,885,693 outstanding shares entitled to vote as of the record date and 2,091,083 shares present in person or by proxy at the Special Meeting, representing approximately forty-three percent (43%) of the shares outstanding and entitled to vote. The voting results with respect to one of the three proposals, as certified by the inspector of election for the Special Meeting, are presented below. 1. To approve the sale of Avenova, representing substantially all of the assets of the Company (the "Asset Sale"), pursuant to the Asset Purchase Agreement dated September 19, 2024, by and between the Company and PRN Physician Recommended Nutriceuticals, LLC. As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to this Proposal One to solicit additional proxies. 2. To approve the liquidation and dissolution of the Company (the "Dissolution"), pursuant to the Plan of Complete Liquidation and Dissolution of the Company (the "Plan of Dissolution"), which, if approved, will authorize the Company to liquidate and dissolve in accordance with the Plan of Dissolution, and pursuant to the discretion of the Board of Directors to proceed with the Dissolution. As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to this Proposal Two to solicit additional proxies. 3. To grant discretionary authority to the Board of Directors

01

Item 8.01 Other Events At the time of the Special Meeting, there were insufficient votes to approve Proposal One, which sought the approval for the Asset Sale pursuant to the Asset Purchase Agreement, and Proposal Two, which sought the approval for the Dissolution pursuant to the Plan of Dissolution. Accordingly, the Special Meeting was adjourned on Proposal One and Proposal Two, and as announced at the Special Meeting, such meeting will reconvene at 11:00 a.m. Pacific Time on December 18, 2024 virtually at http://www.virtualshareholdermeeting.com/NBY2024SM. During the period of adjournment, the Company will continue to solicit stockholder votes on Proposal One and Proposal Two. On November 22, 2024, the Company issued a press release announcing that it had adjourned the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release, dated November 22, 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: November 22, 2024

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