NovaBay Pharmaceuticals Completes Acquisition of 03 Life Sciences

TL;DR

NovaBay just bought 03 Life Sciences, deal closed Jan 3rd.

AI Summary

NovaBay Pharmaceuticals, Inc. announced on January 3, 2025, the completion of its acquisition of 03 Life Sciences. The filing details the entry into a material definitive agreement and the completion of this acquisition, with financial statements and exhibits included. The company is incorporated in Delaware and its principal executive offices are located in Emeryville, CA.

Why It Matters

This acquisition signifies a significant strategic move for NovaBay Pharmaceuticals, potentially expanding its portfolio and market reach within the life sciences sector.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential for overpayment, and challenges in realizing expected synergies.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• 03 Life Sciences (company) — Acquired entity
• January 3, 2025 (date) — Date of earliest event reported / Completion of Acquisition
• Delaware (jurisdiction) — State of Incorporation
• Emeryville, CA (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — f Each Class Common Stock , par value $0.01 per share Trading Symbol(s) NBY Na
• $500,000 — "Trademarks"), for a purchase price of $500,000 (the "Wound Care Transaction"). In conn
• $126,000 — o Phase One for an aggregate payment of $126,000; and (iii) provide its remaining empty

Filing Documents

• nby20250107_8k.htm (8-K) — 36KB
• ex_762783.htm (EX-2.1) — 50KB
• ex_762784.htm (EX-10.1) — 23KB
• 0001437749-25-000796.txt ( ) — 261KB
• nby-20250103.xsd (EX-101.SCH) — 3KB
• nby-20250103_def.xml (EX-101.DEF) — 12KB
• nby-20250103_lab.xml (EX-101.LAB) — 15KB
• nby-20250103_pre.xml (EX-101.PRE) — 12KB
• nby20250107_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 3, 2025, NovaBay Pharmaceuticals, Inc. (the "Company") entered into a Trademark Acquisition Agreement, (the "Trademark Acquisition Agreement"), by and between the Company and Phase One Health LLC, a Tennessee limited liability company ("Phase One"), that provides for the purchase by Phase One of the Company's wound care product trademarks NeutroPhase, PhaseOne and OmniPhase (collectively, the "Trademarks"), for a purchase price of $500,000 (the "Wound Care Transaction"). In connection with the Wound Care Transaction, the Company also entered into a Transition Services Agreement, dated January 3, 2025, by and between the Company and Phase One (the "Transition Services Agreement"), pursuant to which the Company will: (i) provide limited transition services to Phase One until January 10, 2025; (ii) sell the Company's existing wound care inventory from an outstanding purchase order (the "Inventory") to Phase One for an aggregate payment of $126,000; and (iii) provide its remaining empty wound care product bottles to Phase One. In addition, the Transition Services Agreement provides that the existing supplier and distributor relationship between the Company and PhaseOne will be terminated upon the closing of the Wound Care Transaction. As previously disclosed, the Company entered into a separate agreement to sell the Company's eyecare products under the Avenova brand and related assets, which represents substantially all of the assets of the Company, pursuant to the Asset Purchase Agreement dated September 19, 2024, by and between the Company and PRN Physician Recommended Nutriceuticals, LLC, a Delaware limited liability company ("PRN"), as amended on November 5, 2024 by that certain Amendment No. 1 to Asset Purchase Agreement (the "Asset Sale Transaction"), which remains subject to stockholder approval. The Trademarks sold pursuant to the Trademark Acquisition Agreement and the Inventory sold pursuant t

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 8, 2025, the Company completed the sale to Phase One of (i) the Trademarks pursuant to the Trademark Acquisition Agreement for a purchase price of $500,000 and (ii) the Inventory pursuant to the Transition Services Agreement for $126,000. The Company intends to use the proceeds from the sale of the Trademarks and the Inventory for the Company's working capital needs to fund its ongoing operations and expenses, as well as for general corporate purposes. The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein into this Item 2.01 by reference. Additional Matters The documents described or referred to above and/or attached as an exhibit to, or incorporated by reference to, this Current Report on Form 8-K (collectively, the "Form 8-K Documents") contain customary representations and warranties of the Company to such agreements that may be subject to limitations, qualifications or exceptions agreed upon by the parties, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the SEC. In particular, in review of the representations and warranties contained in the Trademark Acquisition Agreement, it is important to bear in mind that the representations and warranties of the Company were (i) to, and solely for the benefit of Phase One and (ii) negotiated by the parties in connection with the Wound Care Transaction and with the principal purpose of allocating contractual risk between the parties in the Wound Care Transaction. The representations and warranties, other provisions of the Form 8-K Documents or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided in and documents referred to in this Current Report on Form 8-K and in the other reports, statements and filings that the Com

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Trademark Acquisition Agreement, dated January 3, 2025, by and between NovaBay Pharmaceuticals, Inc. and Phase One Health, LLC 10.1 Transition Services Agreement, dated as of January 3, 2025, by and between NovaBay Pharmaceuticals, Inc. and Phase One Health, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain schedules 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 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: January 10, 2025

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View this 8-K filing on SEC EDGAR