NovaBay Pharmaceuticals, Inc. Files DEF 14A Proxy Statement

TL;DR

<b>NovaBay Pharmaceuticals filed its DEF 14A proxy statement on April 18, 2024, detailing executive compensation and equity award adjustments for 2023.</b>

AI Summary

NovaBay Pharmaceuticals, Inc. (NBY) filed a Proxy Statement (DEF 14A) with the SEC on April 18, 2024. NovaBay Pharmaceuticals, Inc. filed a DEF 14A proxy statement on April 18, 2024. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 2000 Powell Street, Suite 1150, Emeryville, CA 94608. The filing includes information related to equity award adjustments for Non-Employee Directors (NEO) and other employees (PEO) for the years 2021, 2022, and 2023. NovaBay Pharmaceuticals operates in the Pharmaceutical Preparations industry (SIC 2834).

Why It Matters

For investors and stakeholders tracking NovaBay Pharmaceuticals, Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and potential impacts on share dilution. Shareholders can use this information to make informed voting decisions on executive compensation proposals at the upcoming annual meeting.

Risk Assessment

Risk Level: low — NovaBay Pharmaceuticals, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Shareholders should review the executive compensation details and equity award adjustments to assess potential dilution and align their voting with company performance.

Key Numbers

• 2024-04-18 — Filing Date (Date the DEF 14A was filed)
• 2023-12-31 — Reporting Period End (Fiscal year end for the reported period)
• 2021-01-01 — Equity Award Data Start (Start date for equity award adjustment data)
• 2023-12-31 — Equity Award Data End (End date for equity award adjustment data)

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Filer of the DEF 14A
• 2000 Powell Street, Suite 1150 (location) — Business and mailing address
• Emeryville, CA 94608 (location) — Business and mailing address

FAQ

Industry Context

NovaBay Pharmaceuticals operates within the pharmaceutical preparations sector, focusing on the development and commercialization of anti-infective products.

Regulatory Implications

As a publicly traded company, NovaBay Pharmaceuticals is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

1. Review the detailed executive compensation breakdown for Named Executive Officers (NEOs) and other employees (PEOs).
2. Analyze the equity award adjustments for potential dilution and their impact on shareholder value.
3. Vote on executive compensation and other proposals at the upcoming shareholder meeting based on the information provided in the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure for public companies regarding proxy solicitations and executive compensation, not a comparison to a prior filing type.

Key Financial Figures

• $0.01 — 8,848 shares of common stock, par value $0.01 per share (" Common Stock ") upon the e
• $525 thousand — on Stock upon (i) the conversion of the $525 thousand aggregate principal amount of Unsecured
• $14.7 m — y 2023 full year net product revenue of $14.7 million, which includes $7.8 million from
• $7.8 million — evenue of $14.7 million, which includes $7.8 million from the sale of Avenova Spray. Gross
• $7.9 million — sale of Avenova Spray. Gross profit of $7.9 million in 2023, with a gross profit margin of
• $3.0 million — 22. On May 1, 2023, the Company raised $3.0 million in gross proceeds in a private placemen
• $0.6 million — n December 21, 2023, the Company raised $0.6 million in gross proceeds by repricing and indu
• $1,070,000 — old DERMAdoctor for a purchase price of $1,070,000. In connection with completing the DERM
• $525 — unt of the Unsecured Convertible Notes, $525 thousand, will become immediately due a
• $0.20 — average minimum closing stock price of $0.20 over any 30-day consecutive trading per
• $0.20 b — 30-day consecutive trading period, with $0.20 being the current NYSE American internal
• $0.14 — ing day average closing stock price was $0.14 per share, which is below the $0.20 "lo

Filing Documents

• nby20240411_def14a.htm (DEF 14A) — 876KB
• comp.jpg (GRAPHIC) — 58KB
• diversity.jpg (GRAPHIC) — 64KB
• i01.jpg (GRAPHIC) — 1KB
• i02.jpg (GRAPHIC) — 1KB
• i04.jpg (GRAPHIC) — 1KB
• nby20240404_pre14aimg001.jpg (GRAPHIC) — 5KB
• nby20240404_pre14aimg002.jpg (GRAPHIC) — 5KB
• nby20240404_pre14aimg003.jpg (GRAPHIC) — 5KB
• pry01.jpg (GRAPHIC) — 195KB
• pry02.jpg (GRAPHIC) — 148KB
• sig1.jpg (GRAPHIC) — 6KB
• sig2.jpg (GRAPHIC) — 7KB
• tsr.jpg (GRAPHIC) — 55KB
• 0001437749-24-012384.txt (&nbsp;) — 2968KB
• nby-20231231.xsd (EX-101.SCH) — 6KB
• nby-20231231_def.xml (EX-101.DEF) — 7KB
• nby-20231231_lab.xml (EX-101.LAB) — 14KB
• nby-20231231_pre.xml (EX-101.PRE) — 7KB
• nby20240411_def14a_htm.xml (XML) — 148KB

From the Filing

nby20240411_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 NOVABAY PHARMACEUTICALS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NOVABAY PHARMACEUTICALS, INC. 2000 Powell Street, Suite 1150 Emeryville, California 94608 N OTICE O F 2024 A NNUAL M EETING O F S TOCKHOLDERS Date : Time : Place : May 28, 2024 11:00 a.m. PDT Virtual meeting at: www.virtualshareholdermeeting.com/NBY2024 To the Stockholders of NovaBay Pharmaceuticals, Inc.: You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the " Annual Meeting ") of NovaBay Pharmaceuticals, Inc., a Delaware corporation (" NovaBay ," the " Company ," " we ," " our " and " us "). Stockholders will be able to participate in the meeting, vote, and submit questions during the virtual meeting by visiting www.virtualshareholdermeeting.com/NBY2024. The Annual Meeting will be held for the purposes of the following: (1) To elect three (3) Class II directors nominated by our Board of Directors to hold office for a term of three (3) years or until their respective successors are elected and qualified. The nominees for election are Ms. Julie Garlikov, Mr. Justin M. Hall, Esq., and Mr. Yongxiang (Sean) Zheng (" Proposal One "). (2) To ratify the appointment by our Audit Committee of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (" Proposal Two "). (3) To approve, as required by, and in accordance with, Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 2,528,848 shares of common stock, par value $0.01 per share (" Common Stock ") upon the exercise and in accordance with the terms of our Series C Warrants that were issued in our 2023 Warrant Reprice Transaction (as discussed and defined in the Proxy Statement) (" Proposal Three "). (4) To approve the issuance of an aggregate of 4,750,000 shares of Common Stock upon (i) the conversion of the $525 thousand aggregate principal amount of Unsecured Convertible Notes due March 25, 2026 (as discussed and defined in the Proxy Statement) and (ii) the exercise of the Series D Warrant that were issued in our Secured Parties Consent Transaction (as discussed and defined in the Proxy Statement) (" Proposal Four "). (5) To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of our Common Stock issued and outstanding, or held in treasury, at a ratio of not less than 1-for-10 and not more than 1-for-35 (the " Reverse Stock Split "), and to grant authorization to our Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within such share range and the timing of the Reverse Stock Split becoming effective or to abandon the Reverse Stock Split (" Proposal Five "). (6) To adjourn the Annual Meeting to establish a quorum or to permit further solicitation of proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve the proposals (" Proposal Six "). (7) To transact any other business that may properly come before the Annual Meeting. Proposal One (Election of Directors), Proposal Two (Ratification of the Selection of the Independent Registered Public Accounting Firm), Proposal Three (Series C Warrants Proposal), Proposal Four (Unsecured Convertible Notes and the Series D Warrant Proposal), Proposal Five (Reverse Stock Split Proposal) and Proposal Six (Adjournment) are collectively referred to as the " Proposals ". Each of the Proposals are described in the accompanying proxy statement (" Proxy Statement "), which we encourage you to read in its entirety before voting. After careful consideration, the NovaBay Board of Directors has determined that the Proposals are advisable and in the best interests of NovaBay and its stockholders and recommends that the holders of Common Stock entitled to vote with respect to each of the Proposals, vote or give instruction to vote " FOR " each of the nominees in Proposal One, " FOR " Proposal Two, " FOR " Proposal Three, " FOR " Proposal Four, " FOR " Proposal Five and " FOR " Proposal Six. You may at

View Full Filing

View this DEF 14A filing on SEC EDGAR