NovaBay Pharma Files DEFA14A for Soliciting Material

TL;DR

NovaBay Pharma filed a DEFA14A, check it for soliciting material updates.

AI Summary

NovaBay Pharmaceuticals, Inc. filed a DEFA14A on February 4, 2025, related to soliciting material under Rule 14a-12 of the Exchange Act. The filing indicates the earliest event reported was January 30, 2025. The company is incorporated in Delaware and its principal executive offices are located at 2000 Powell Street, Suite 1150, Emeryville, CA.

Why It Matters

This filing is important for investors to understand the company's communications and any solicitations being made, which could impact their investment decisions.

Risk Assessment

Risk Level: low — This filing is a routine disclosure and does not inherently present new risks to the company or its investors.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Filer of the DEFA14A
• February 4, 2025 (date) — Filing date of the DEFA14A
• January 30, 2025 (date) — Earliest event reported
• 2000 Powell Street, Suite 1150, Emeryville, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share NBY NYSE American Indicate

Filing Documents

• nby20250204_defa14a.htm (DEFA14A) — 44KB
• 0001437749-25-002748.txt ( ) — 45KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 22, 2024, NovaBay Pharmaceuticals, Inc. (the "Company") held its 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 definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on October 16, 2024 (the "Special Meeting Proxy Statement"), as supplemented from time to time, including by the supplement to the Special Meeting Proxy Statement dated as of November 12, 2024. Proposal One sought stockholder approval for the sale of the Company's eyecare products sold under the Avenova brand and related assets to PRN Physician Recommended Nutriceuticals, LLC, which constituted substantially all of the Company's revenue generating and operating assets (the "Asset Sale Transaction"). Proposal Two sought stockholder approval to approve the liquidation and dissolution of the Company under Delaware law (the "Liquidation and Dissolution") pursuant to the Plan of Complete Liquidation and Dissolution of the Company (the "Plan of Dissolution"), which, if approved, would authorize the Company to liquidate and dissolve in accordance with the Plan of Dissolution. Finally, Proposal Three sought stockholder approval to provide the Company's Board of Directors (the "Board") with discretionary authority to adjourn the Special Meeting from time to time to establish a quorum or to permit further solicitation of proxies if there were not sufficient votes in favor of Proposal One and/or Proposal Two. As previously reported, the Special Meeting initially convened on November 22, 2024, where a quorum was present, and the Company received stockholder approval for Proposal Three; however, it had not received greater than 50% of all outstanding shares of the Company's common stock voting in favor of Proposal One or

01 Other Events

Item 8.01 Other Events. At the Company's Reconvened Meeting held on January 30, 2025, the Company did not receive the requisite vote of stockholders to approve Proposal Two, which proposal provided for the Liquidation and Dissolution of the Company pursuant to the Plan of Dissolution. Proposal Two received approval by stockholders representing approximately 49% of the outstanding shares of the Company's common stock at the Special Meeting. Of the votes cast at the Special Meeting by holders of the Company's common stock, approximately 88% of those shares voted in favor of Proposal Two. With the Company having completed the sale of substantially all of its assets upon the closing of the Asset Sale Transaction on January 17, 2025, and the closing of the sale of the Company's wound care trademarks and wound care inventory to Phase One Health, LLC, a Tennessee limited liability company, on January 8, 2025, the Board, upon further analysis of the best opportunity to maximize the remaining value for the Company and its stockholders, among the other alternatives currently available, determined that it is in the best interests of the Company and its stockholders for the Company to continue pursuing the voluntary Liquidation and Dissolution pursuant to the Plan of Dissolution. Accordingly, the Company intends to hold a new special meeting of stockholders to obtain approval of the Liquidation and Dissolution, as discussed below. If the stockholders approve the Liquidation and Dissolution at the new special meeting, the Company currently plans to file a Certificate of Dissolution with the Secretary of State of Delaware and proceed with the Liquidation and Dissolution in accordance with the Plan of Dissolution and Delaware law as soon as practical following the new special meeting; however, such filing may be delayed or not filed at all as determined by the Board in its sole discretion. In general terms, if the Company dissolves pursuant to the Plan of Dissolution, the Comp

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Plan of Complete Liquidation and Dissolution of NovaBay Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K filed September 20, 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: February 4, 2025

View Full Filing

View this DEFA14A filing on SEC EDGAR