NovaBay Pharmaceuticals Files Proxy Materials

TL;DR

NovaBay (NBY) filed proxy docs - shareholders get to vote on stuff.

AI Summary

NovaBay Pharmaceuticals, Inc. filed a Definitive Additional Materials (DEFA14A) on November 6, 2024. This filing relates to materials provided to shareholders, likely concerning upcoming corporate actions or proposals. The company is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing indicates that NovaBay Pharmaceuticals is engaging with its shareholders on important corporate matters, which could impact the company's future direction and shareholder value.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• 0001389545 (company) — Central Index Key
• 2000 POWELL STREET, SUITE 1150 (company) — Business Address
• EMERYVILLE (company) — Business City
• CA (company) — Business State
• 94608 (company) — Business Zip
• DE (company) — State of Incorporation
• 1231 (company) — Fiscal Year End

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 — increase in the base purchase price to $11.5 million from $9.5 million; (ii) the removal of
• $9.5 million — se purchase price to $11.5 million from $9.5 million; (ii) the removal of debt financing con
• $13.0 million — artners V, L.P. that provides for up to $13.0 million in financing to be used by PRN's parent
• $1.0 million — mpany receiving a secured loan of up to $1.0 million from PRN as lender that will be funded
• $0.5 million — that will be funded in two tranches of $0.5 million each upon the Company providing written

Filing Documents

• nby20241106c_defa14a.htm (DEFA14A) — 46KB
• ex_744074.htm (EX-2.1) — 573KB
• ex_744075.htm (EX-10.1) — 58KB
• ex_744076.htm (EX-99.1) — 17KB
• 0001437749-24-033660.txt ( ) — 695KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 5, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company") and PRN Physician Recommended Nutriceuticals, LLC a Delaware limited liability company ("PRN"), entered into Amendment No. 1 (the "PRN APA Amendment") to the previously announced Asset Purchase Agreement, by and between the Company and PRN, dated September 19, 2024 (the "Original PRN APA," and, as amended by the PRN APA Amendment, the "PRN APA"). The PRN APA, consistent with the Original PRN APA, continues to provide for the sale of all of the Company's 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"). As previously reported 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") was a "Superior Proposal" (as defined in the PRN APA). Subsequent to this Board determination, in accordance with the process in the PRN APA, the Company negotiated in good faith with PRN during the five (5) business day period following notice provided by the Company to PRN that the Refresh Unsolicited Offer was a "Superior Proposal." As a result of these negotiations, PRN proposed amending the terms of the Original PRN APA by entering into the PRN APA Amendment, which provides for the following primary revisions to the Original PRN APA: (i) an increase in the base purchase price to $11.5 million from $9.5 million; (ii) the removal of debt financing contingencies and related PRN representations, while adding a new PRN representation that it has sufficient funding for the $11.5 million base purchase price; (iii) PRN providing the Company with a secured promissory note (the "Bridge

01 Other Events

Item 8.01 Other Events. A copy of the press release issued by the Company announcing that the Company entered into the PRN APA Amendment and the Bridge Loan is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Additional Information and Where to Find It In connection with the solicitation of proxies, on October 16, 2024, the Company filed the Special Meeting Proxy Statement with the SEC with respect to the Special Meeting in connection with the PRN Transaction and a potential voluntary liquidation and dissolution of the Company (the "Dissolution"). Promptly after filing the Special Meeting Proxy Statement with the SEC, the Company mailed the Special Meeting Proxy Statement and a proxy card to each stockholder entitled to vote at the Special Meeting to consider the PRN Transaction and the Dissolution. STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING IN CONNECTION WITH THE PRN TRANSACTION AND THE DISSOLUTION, THAT THE COMPANY HAS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PRN TRANSACTION AND THE DISSOLUTION. Stockholders may obtain, free of charge, the Special Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the PRN Transaction and the Dissolution at the SEC's website (http://www.sec.gov) or at the Company's investor relations website https://novabay.com/investors/) or by writing to NovaBay Pharmaceuticals, Inc., Investor Relations, 2000 Powell Street, Suite 1150, Emeryville, CA 94608. The Company's website address is provided as an inactive textual reference only. The information provided on, or accessible through, the Company's website is not part of this Current Report on Form 8-K, and, therefore, is not incorporated herein by reference. Participants in the S

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Amendment No. 1 to Asset Purchase Agreement, dated as of November 5, 2024, between PRN Physician Recommended Nutriceuticals, LLC and NovaBay Pharmaceuticals, Inc. 10.1* Secured Promissory Note, dated as of November 5, 2024, between NovaBay Pharmaceuticals, Inc., as borrower, and PRN Physician Recommended Nutriceuticals, LLC, as lender. 99.1 Press Release dated as of November 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain schedules and exhibits 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, exhibit, 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: November 6, 2024

View Full Filing

View this DEFA14A filing on SEC EDGAR