NovaBay Pharmaceuticals Files DEFA14A

TL;DR

NovaBay filed proxy materials, no fee paid. Standard stuff.

AI Summary

NovaBay Pharmaceuticals, Inc. filed a Definitive Additional Materials (DEFA14A) on October 29, 2024. This filing is related to their proxy statement and indicates no fee was required for this submission. The company is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing is a routine regulatory submission for NovaBay Pharmaceuticals, Inc., providing additional materials related to their proxy statement, which is important for shareholder communication and corporate governance.

Risk Assessment

Risk Level: low — This filing is a standard DEFA14A, indicating routine corporate disclosures rather than significant new events or risks.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• 2000 POWELL STREET, SUITE 1150 (address) — Business and Mail Address
• EMERYVILLE (city) — Business and Mail City
• CA (state) — Business and Mail State
• 94608 (zip_code) — Business and Mail Zip Code
• 0001437749-24-032366 (filing_id) — Accession Number
• 20241029 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — of Each Class Common Stock, par value $0.01 per share Trading Symbol(s) NBY Nam
• $11.5 million — would receive a base purchase price of $11.5 million (as compared to $9.5 million in the PRN
• $9.5 million — price of $11.5 million (as compared to $9.5 million in the PRN APA), subject to a downside
• $2.0 m — the Company in the principal amount of $2.0 million, with an interest rate of 10.0% p

Filing Documents

• nby20241029_defa14a.htm (DEFA14A) — 43KB
• ex_739267.htm (EX-99.1) — 16KB
• nb01.jpg (GRAPHIC) — 11KB
• 0001437749-24-032366.txt ( ) — 75KB

01 Other Events

Item 8.01 Other Events. As previously disclosed, on September 19, 2024, NovaBay Pharmaceuticals, Inc. (the "Company") entered into an Asset Purchase Agreement (the "PRN APA") with PRN Physician Recommended Nutriceuticals, LLC ("PRN"), pursuant to which the Company would sell all of its eyecare products sold under the Avenova brand and the related assets (the "Avenova Assets") to PRN, subject to meeting certain closing conditions including receiving stockholder approval (the "PRN Transaction"). Additional information regarding the PRN Transaction and the PRN APA is included in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on September 20, 2024 and in the Company's definitive proxy statement on Schedule 14A for a special meeting of the Company's stockholders (the "Special Meeting") filed with the SEC on October 16, 2024 (the "Special Meeting Proxy Statement"). On October 29, 2024, the Company announced that its Board of Directors (the "Board") determined that an unsolicited and non-binding acquisition proposal from Refresh Acquisitions BidCo LLC ("Refresh") to purchase the Avenova Assets (the "Refresh Unsolicited Offer") is a "Superior Proposal" (as defined in the PRN APA). As a result, the Company notified PRN of the Board's determination and the Company's intention to terminate the PRN APA pursuant to its terms, unless the Company receives a revised proposal from PRN by 11:59 p.m. Pacific Time on November 4, 2024 such that the Board determines the Refresh Unsolicited Offer is no longer a Superior Proposal, all in accordance with the process provided in the PRN APA. The Refresh Unsolicited Offer provides for terms that are substantially similar to the PRN Transaction, except that the Company would receive a base purchase price of $11.5 million (as compared to $9.5 million in the PRN APA), subject to a downside net working capital adjustment. The Refresh Unsolicited Offer also includes Refresh providing

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated as of October 29, 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, 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 29, 2024

View Full Filing

View this DEFA14A filing on SEC EDGAR