NovaBay Pharmaceuticals Files 8-K

TL;DR

NovaBay dropped an 8-K on 12/19 covering 12/18 events - check it for votes, other news, and financials.

AI Summary

NovaBay Pharmaceuticals, Inc. filed an 8-K on December 19, 2024, reporting on matters submitted to a vote of security holders, other events, and financial statements/exhibits. The earliest event reported was on December 18, 2024. The company is incorporated in Delaware and headquartered in Emeryville, California.

Why It Matters

This filing provides an update on significant corporate events and financial information for NovaBay Pharmaceuticals, Inc., which could impact investor decisions.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate events and financial statements, not indicating immediate significant risk.

Key Numbers

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

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• December 18, 2024 (date) — Earliest event reported
• December 19, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• Emeryville, CA (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share NBY NYSE American Indicat

Filing Documents

• nby20241218_8k.htm (8-K) — 27KB
• ex_758644.htm (EX-99.1) — 22KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-24-037893.txt ( ) — 194KB
• nby-20241218.xsd (EX-101.SCH) — 3KB
• nby-20241218_def.xml (EX-101.DEF) — 12KB
• nby-20241218_lab.xml (EX-101.LAB) — 15KB
• nby-20241218_pre.xml (EX-101.PRE) — 12KB
• nby20241218_8k_htm.xml (XML) — 3KB

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 proxy statement filed with the Securities and Exchange Commission on October 16, 2024, as supplemented from time to time (the "Proxy Statement") and includes Proposal One, which sought 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 (the "Asset Purchase Agreement"), and Proposal Two, which sought 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. There were insufficient votes to approve Proposal One or Proposal Two at the time of the Special Meeting, so it was adjourned on Proposal One and Proposal Two and reconvened on December 18, 2024. During the period of adjournment, the Company continued to solicit stockholder votes on Proposal One and Proposal Two; however, at the reconvenment of the Special Meeting on December 18, 2024, there were still insufficient votes to approve Proposal One and Proposal Two. Accordingly, the Special Meeting was further 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 January 16, 2025. During this additional period of adjournment, the Company will continue to solicit st

01

Item 8.01 Other Events At the time the Special Meeting was reconvened on December 18, 2024, 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 again at 11:00 a.m. Pacific Time on January 16, 2025 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 December 19, 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 December 19, 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: December 19, 2024

View Full Filing

View this 8-K filing on SEC EDGAR