Basisstatistiken
| LEI | 549300D5U7PQPNEX8Q38 |
| CIK | 1389545 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Stablecoin Development Corporation
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2026 Stablecoin Development Corporation (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Co |
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| May 20, 2026 |
Exhibit 99.1 Stablecoin Development Corporation Reports First Quarter 2026 Financial Results Company Generated $22.3 Million of Operating Income and Reported $552.4 Million of GAAP Net Income, Including Significant Non-Cash Warrant-Related Gains Company Held Approximately 2.15 Billion SKY Tokens at March 31, 2026 and Approximately 2.26 Billion SKY Tokens at May 14, 2026 Key Highlights • Operating |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2026 Stablecoin Development Corporation (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) ( |
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| April 6, 2026 |
Exhibit 99.1 Stablecoin Development Corporation Begins Trading on NYSE American Under Ticker “SDEV” Company Announces Completion of Corporate Name Change and Provides Updated SKY Holdings and Staking Metrics EMERYVILLE, Calif., April 6, 2026 (GLOBE NEWSWIRE) - Stablecoin Development Corporation (NYSE American: SDEV) (formerly NovaBay Pharmaceuticals, Inc.) (the “Company”) today announced that its |
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| April 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 Stablecoin Development Corporation (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (C |
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| April 1, 2026 |
NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement Exhibit 10.3 Name: Number of Restricted Stock Units: Date of Grant: , 2026 Vesting Start Date: January 16, 2026 NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement (Time-Based) This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to the indi |
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| April 1, 2026 |
NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement Exhibit 10.4 Name: Michael Kazley Number of Restricted Stock Units: Date of Grant: , 2026 Vesting Start Date: January 16, 2026 NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement (Performance-Based) This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “ |
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| April 1, 2026 |
NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Exhibit 10.1 NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMI |
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| April 1, 2026 |
NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement Exhibit 10.2 Name: Michael Kazley Number of Restricted Stock Units: Date of Grant: , 2026 Vesting Start Date: January 16, 2026 NOVABAY PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement (Time-Based) This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company |
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| April 1, 2026 |
Exhibit 10.5 March 31, 2026 VIA EMAIL Michael Kazley Dear Michael: This letter (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the terms of your continued employment with NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”). For the avoidance of doubt, you have served as Chief Executive Officer and Chairman of the Board of Directors of the C |
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| April 1, 2026 |
-12-31Stablecoin Development Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2026 |
Exhibit 3.2 BYLAWS OF STABLECOIN DEVELOPMENT CORPORATION (A DELAWARE CORPORATION) (as amended and restated effective April 2, 2026) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Spe |
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| April 1, 2026 |
Exhibit 10.6 March 31, 2026 VIA EMAIL Tommy Law Dear Tommy: This letter (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the terms of your continued employment with NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”). You are currently employed by the Company pursuant to that certain Executive Employment Agreement dated August 19, 2025 (the |
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| April 1, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVABAY PHARMACEUTICALS, INC. NOVABAY PHARMACEUTICALS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the Corporation is NovaBay Pharmaceuticals, Inc. (the “Corporation”). SECOND: The |
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| March 23, 2026 |
Exhibit 99.1 NovaBay Pharmaceuticals Announces Name Change to Stablecoin Development Corporation, Reports Initial Staking Rewards, and Provides SKY Token Holdings Update | Source: NovaBay Pharmaceuticals, Inc. Following $134 million investment from R01 Fund LP, Framework Ventures, Tether Investments, S.A. de C.V., and Sky Frontier Foundation, Stablecoin Development Corporation has acquired 2.06 bi |
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| March 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2026 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Commi |
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| March 19, 2026 |
Exhibit 10.45 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2026, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject |
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| March 19, 2026 |
Subsidiaries of NovaBay Pharmaceuticals, Inc. Exhibit 21 Subsidiaries of NovaBay Pharmaceuticals, Inc. NovaBay Pharmaceuticals, Inc. has no subsidiaries. |
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| March 19, 2026 |
Exhibit 4.1 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 5,000,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $0.01 par value per share. A description of material terms and provisions of our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) and Bylaws, as amended |
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| March 19, 2026 |
FIRST AMENDMENT TO CONSULTING AGREEMENT Exhibit 10.49 FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (this “Amendment”) is entered into as of February 3, 2026, by and between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Henry Blynn (the “Consultant”). Recitals WHEREAS, the Company and Consultant entered into that certain Consulting Agreement dated October 16, 2025 (the |
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| March 19, 2026 |
Exhibit 10.48 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of October 16, 2025 (“Effective Date”), by and between Henry Blynn, an individual with principal place of residence at 1 Union Square South, Apt 20C (“Consultant”), and NovaBay Pharmaceuticals, Inc. (“Company”), a Delaware corporation whose address 2000 Powell St. Suite 1150, Emeryville, CA 94608, each se |
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| March 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-336 |
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| March 19, 2026 |
Exhibit 19 INSIDER TRADING POLICY I. PURPOSE Under the federal securities laws, it is illegal to trade in the Company’s securities while in the possession of material nonpublic information about the Company. It is also illegal to disclose or give material nonpublic information to others who may trade on the basis of that information or to advise others how to trade while in possession of material |
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| March 12, 2026 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NOVABAY PHARMACEUTICALS, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVABAY PHARMACEUTICALS, INC. NovaBay Pharmaceuticals, Inc., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: ONE: The original name of the corporation is NovaBay Pharmaceuticals, Inc., and the date of filing the origin |
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| March 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Commi |
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| March 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 State |
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| February 20, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVABAY PHARMACEUTICALS, INC. NOVABAY PHARMACEUTICALS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the Corporation is NovaBay Pharmaceuticals, Inc. (the “Corporation”). SECOND: The Corpor |
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| February 20, 2026 |
-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: February 20, 2026 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 12, 2026 |
NovaBay Pharmaceuticals Announces a 1-for-5 Reverse Stock Split Exhibit 99.1 NovaBay Pharmaceuticals Announces a 1-for-5 Reverse Stock Split EMERYVILLE, Calif. (February 11, 2026) - NovaBay® Pharmaceuticals, Inc. (the “Company”) (NYSE American: NBY) announces that, pursuant to the receipt of stockholder approval at the Company’s annual meeting on October 16, 2025, the Company’s Board of Directors has authorized a 1-for-5 reverse stock split of all outstanding |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: February 11, 2026 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 10, 2026 |
Table of Contents 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 permitte |
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| January 30, 2026 |
Table of Contents 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 permitte |
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| January 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| January 28, 2026 |
Exhibit 16.1 January 27, 2026 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by NovaBay Pharmaceuticals, Inc. under Item 4.01 of its Form 8-K dated January 22, 2026. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of NovaBay Pharmaceutic |
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| January 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| January 20, 2026 |
NOVABAY PHARMACEUTICALS, INC. Common Stock (par value $0.01 per share) ATM Sales Agreement Exhibit 1.1 NOVABAY PHARMACEUTICALS, INC. Common Stock (par value $0.01 per share) ATM Sales Agreement January 20, 2026 Virtu Americas LLC 1633 Broadway New York, NY 10019 Ladies and Gentlemen: NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows: 1. Issuance and Sale of Shares. The Company |
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| January 20, 2026 |
$100,000,000 NOVABAY PHARMACEUTICALS, INC. Common Stock As Filed Pursuant to 424(b)(5) Registration No. 333-290712 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 26, 2025) $100,000,000 NOVABAY PHARMACEUTICALS, INC. Common Stock This prospectus supplement relates to the issuance and sale of shares of our common stock having an aggregate offering price of up to $100,000,000 from time to time through or to our sales agent, Virtu Americas LLC (“Virtu” |
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| January 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2026 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| January 16, 2026 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2026, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject |
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| January 16, 2026 |
Exhibit 10.2 INVESTORS’ RIGHTS AGREEMENT THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of January 16, 2026, is entered into by and among NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms |
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| January 16, 2026 |
Exhibit 99.1 Business Overview Overview In early 2026, we completed a comprehensive realignment of our business. In addition to our legacy business in the wound care space, we have adopted a capital allocation strategy focused on acquiring digital assets that provide exposure to economic participation within open digital financial networks. On January 16, 2026 we completed a private placement of p |
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| January 16, 2026 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRI |
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| January 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2026 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| November 25, 2025 |
NovaBay Pharmaceuticals, Inc. 2000 Powell Street, Suite 1150 Emeryville, California 94608 (510) 899-8838 November 25, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: NovaBay Pharmaceuticals, Inc. Registration Statement on Form S-3 (File No. 333-290712) Request for Acceleration Ladies and Gentlemen: Pursuant to Ru |
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| November 25, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 NovaBay Pharmaceuticals, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.01 per share Other 1,195,428 $ 0.93 $ 1,111,748.04 0.0001381 $ 153.53 Total |
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| November 25, 2025 |
As filed with the Securities and Exchange Commission on November 25, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 68-0454536 (State or other jurisdiction of incorporation or organization |
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| November 25, 2025 |
As filed with the Securities and Exchange Commission on November 25, 2025 Table of Contents As filed with the Securities and Exchange Commission on November 25, 2025 Registration No. |
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| November 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| October 22, 2025 |
Exhibit 3.1 NOVABAY PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, David Lazar, does hereby certify that: 1. He is the Chief Executive Officer, President and Secretary of NovaBay Pharmaceuticals, Inc., a Delaware corporation (t |
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| October 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2025 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| October 21, 2025 |
NovaBay Pharmaceuticals, Inc. Regains Compliance with NYSE American Continued Listing Standards Exhibit 99.1 NovaBay Pharmaceuticals, Inc. Regains Compliance with NYSE American Continued Listing Standards EMERYVILLE, Calif. (October 20, 2025) – NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces that it has regained compliance with the NYSE American’s continued listing standards. As previously disclosed, the NYSE American notified the Company on April 18 |
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| October 20, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTR |
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| October 20, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVABAY PHARMACEUTICALS, INC. NOVABAY PHARMACEUTICALS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the Corporation is NovaBay Pharmaceuticals, Inc. (the “Corporation”). SECOND: The Corpor |
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| October 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Com |
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| October 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2025 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (Comm |
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| October 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| October 3, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) N/A NovaBay Pharmaceuticals, Inc. |
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| October 3, 2025 |
As filed with the Securities and Exchange Commission on October 3, 2025 As filed with the Securities and Exchange Commission on October 3, 2025 Registration No. |
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| September 23, 2025 |
2024 Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 23, 2025 |
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) |
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| September 18, 2025 |
Exhibit 99.1 NovaBay Pharmaceuticals Issues a Reminder of Important Information Regarding the Pending Special Dividend and Upcoming 2025 Annual Meeting EMERYVILLE, Calif. (September 18, 2025) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company”) previously announced a one-time special cash dividend of $0.80 per share for the Company’s common stock. The special cash dividend will be |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2025 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (C |
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| September 18, 2025 |
Exhibit 99.1 NovaBay Pharmaceuticals Issues a Reminder of Important Information Regarding the Pending Special Dividend and Upcoming 2025 Annual Meeting EMERYVILLE, Calif. (September 18, 2025) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company”) previously announced a one-time special cash dividend of $0.80 per share for the Company’s common stock. The special cash dividend will be |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2025 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33678 68-0454536 (State or other jurisdiction of incorporation) (C |
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| September 10, 2025 |
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) |
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| August 26, 2025 |
NovaBay Pharmaceuticals Announces One-Time Special Cash Dividend of $0.80 Per Share Exhibit 99.1 NovaBay Pharmaceuticals Announces One-Time Special Cash Dividend of $0.80 Per Share EMERYVILLE, Calif. (August 26, 2025) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces its Board of Directors and the Special Transaction Committee of the Board of Directors has declared a one-time special cash dividend of $0.80 per share of common stock. The |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Comm |
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| August 19, 2025 |
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE Exhibit 10.9 Execution Version SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this 19th day of August, 2025 by and between NovaBay Pharmaceuticals, Inc. (the “Company”) and (the “Director”), collectively known herein as the “Parties.” WHEREAS, the Director was elected to act as a Member of the Board of Directors |
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| August 19, 2025 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of |
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| August 19, 2025 |
Exhibit 3.2 NOVABAY PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Justin Hall, does hereby certify that: 1. He is the Chief Executive Officer, President and Secretary of NovaBay Pharmaceuticals, Inc., a Delaware corporation (t |
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| August 19, 2025 |
Exhibit 3.3 NOVABAY PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F VOTING RETRACTABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Justin Hall, does hereby certify that: 1. He is the Chief Executive Officer, President and Secretary of NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “ |
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| August 19, 2025 |
Exhibit 10.3 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 19, 2025, is made and entered into between NovaBay Pharmaceuticals, Inc., a Delaware company (the “Company”), and Hudson Bay Master Fund Ltd., a limited company organized under the laws of the Cayman Islands (“Holder”). Capitalized terms not otherwise defined herein shall have the meaning |
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| August 19, 2025 |
Exhibit 10.2 Execution Version WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 19, 2025, is made and entered into between NovaBay Pharmaceuticals, Inc., a Delaware company (the “Company”), and Anson Investments Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands (“Holder”). Capitalized terms not otherwise |
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| August 19, 2025 |
Exhibit 99.1 August 19, 2025 NovaBay Pharmaceuticals Enters Into $6 Million Securities Purchase Agreement with Investor David E. Lazar Investment to support NovaBay’s continued public listing and provide funding for a future strategic transaction EMERYVILLE, Calif. (August 19, 2025) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces it has entered into a $ |
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| August 19, 2025 |
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE Exhibit 10.8 Execution Version SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this 19th day of August, 2025 by and between NovaBay Pharmaceuticals, Inc. (the “Company”) and Justin Hall, Chief Executive Officer, General Counsel and Director of the Company (the “Executive Officer”), collectively known herein as the |
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| August 19, 2025 |
Exhibit 10.5 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is being signed on August 19, 2025 (the “ |
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| August 19, 2025 |
Exhibit 10.4 Execution Version WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 19, 2025, is made and entered into between NovaBay Pharmaceuticals, Inc., a Delaware company (the “Company”), and Armistice Capital Master Fund Ltd., a limited company organized under the laws of the Cayman Islands (“Holder”). Capitalized terms not otherwise defined here |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Comm |
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| August 19, 2025 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as |
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| August 19, 2025 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT |
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| August 19, 2025 |
Exhibit 3.1 NOVABAY PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Justin Hall, does hereby certify that: 1. He is the Chief Executive Officer, President and Secretary of NovaBay Pharmaceuticals, Inc., a Delaware corporation (t |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| April 22, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: April 16, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 2, 2025 |
Exhibit 4.1 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 150,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $0.01 par value per share. A description of material terms and provisions of our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) and Bylaws, as amended a |
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| April 2, 2025 |
NovaBay Insider Trading Policy Exhibit 19 INSIDER TRADING POLICY I. PURPOSE Under the federal securities laws, it is illegal to trade in the Company’s securities while in the possession of material nonpublic information about the Company. It is also illegal to disclose or give material nonpublic information to others who may trade on the basis of that information or to advise others how to trade while in possession of material |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-336 |
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| April 2, 2025 |
Exhibit 21 Subsidiaries of NovaBay Pharmaceuticals, Inc. NovaBay Pharmaceuticals, Inc. has no subsidiaries. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transit |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☒ Defin |
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| March 11, 2025 |
Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT This Confidential Settlement and Release Agreement (this “Agreement”) i |
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| March 11, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 5, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| March 11, 2025 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT This Confidential Settlement and Release Agreement (this “Agreement”) i |
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| March 11, 2025 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT This Confidential Settlement and Release Agreement (this “Agreement”) i |
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| March 7, 2025 |
Exhibit 99.1 NovaBay Pharmaceuticals to Hold Special Meeting of Stockholders Stockholders as of the March 18, 2025 record date will be entitled to vote Company engages financial advisor to explore strategic options should stockholders fail to approve the dissolution proposal EMERYVILLE, Calif. (March 7, 2025) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announ |
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| March 7, 2025 |
Exhibit 10.1 Strictly Confidential March 4, 2025 Justin Hall, ESQ Chief Executive Officer NovaBay Pharmaceuticals, Inc. 2000 Powell Street, Suite 1150 Emeryville, CA 94608 Dear Justin: We are pleased to confirm our mutual understanding regarding the retention of Lucid Capital Markets, LLC (“Lucid”) by NovaBay Pharmaceuticals, Inc. its subsidiaries, affiliates, beneficiaries, successors and assigns |
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| March 7, 2025 |
Exhibit 10.1 Strictly Confidential March 4, 2025 Justin Hall, ESQ Chief Executive Officer NovaBay Pharmaceuticals, Inc. 2000 Powell Street, Suite 1150 Emeryville, CA 94608 Dear Justin: We are pleased to confirm our mutual understanding regarding the retention of Lucid Capital Markets, LLC (“Lucid”) by NovaBay Pharmaceuticals, Inc. its subsidiaries, affiliates, beneficiaries, successors and assigns |
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| March 7, 2025 |
Press Release, dated March 7, 2025 Exhibit 99.1 NovaBay Pharmaceuticals to Hold Special Meeting of Stockholders Stockholders as of the March 18, 2025 record date will be entitled to vote Company engages financial advisor to explore strategic options should stockholders fail to approve the dissolution proposal EMERYVILLE, Calif. (March 7, 2025) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announ |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 4, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| March 7, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 4, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| February 4, 2025 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: January 30, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: January 30, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| January 23, 2025 |
Exhibit 99.1 NovaBay Pharmaceuticals Completes the Sale of its Eyecare Business to PRN and Further Adjourns its Special Meeting of Stockholders on Dissolution Proposal Stockholders voted to unlock the value of NovaBay’s Avenova® eyecare business by approving the $11.5 million asset sale Reconvened Special Meeting adjourned to allow additional time for votes to reach the 50% threshold of outstandin |
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| January 23, 2025 |
Unaudited Pro Forma Condensed Consolidated Financial Information Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Information On January 17, 2025, NovaBay Pharmaceuticals, Inc. (the “Company”) completed the sale (the “Avenova Divestiture”) of its eyecare products sold under the Avenova brand and related assets (the “Avenova Business”) to PRN Physician Recommended Nutriceuticals, LLC. The following unaudited pro forma condensed consolidated fina |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: January 16, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| January 22, 2025 |
Third Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2024 Exhibit 10.4 THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Third Amendment, effective as of December 31, 2024 (the “Amendment”), to the Executive Employment Agreement, dated January 31, 2020, by and between NovaBay Pharmaceuticals, Inc. (the “Company”) and Justin M. Hall (“Executive”), as amended by the First Amendment to Executive Employment Agreement, effective as of December 31, 2021, |
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| January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: January 15, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| January 10, 2025 |
Exhibit 10.1 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this “Agreement”) dated as of January 3, 2025, is made by and between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and Phase One Health, LLC, a Tennessee limited liability company (the “Buyer”). WHEREAS, in connection with the transactions contemplated by that certain Trademark Acquisition Agree |
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| January 10, 2025 |
Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] TRADEMARK ACQUISITION AGREEMENT This TRADEMARK ACQUISITION AGREEMENT (this “Agreement”), dated as of January 3, 2025, |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: January 3, 2025 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Other Jurisdiction of Incorporation) 001-33678 (Commission File Number) 68-0454536 ( |
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| December 19, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals Announces the Further Adjournment of the Special Meeting of Stockholders Reconvened meeting adjourned due to insufficient votes to reach the 50% threshold of outstanding common shares voting in favor of Proposal One and Proposal Two Stockholders who have not voted are strongly encouraged to vote FOR Proposal One and FOR Proposal Two at the Special Meeting to re |
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| December 19, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: December 18, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| November 22, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals to Reconvene Special Meeting of Stockholders on December 18, 2024 Initial meeting adjourned due to insufficient votes to reach the 50% threshold of outstanding common shares voting in favor of Proposal One and Proposal Two Stockholders who have not voted are strongly encouraged to vote FOR Proposal One and Proposal Two EMERYVILLE, Calif. (November 22, 2024) – N |
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| November 22, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 22, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| November 15, 2024 |
DEFA14A 1 nby20241114defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 O |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| November 8, 2024 |
SC 13G/A 1 nby13ga.htm NBY 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* NovaBay Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 66987P409 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 6, 2024 |
Press Release dated as of November 6, 2024 Exhibit 99.1 NovaBay Pharmaceuticals Accepts Revised Offer from PRN Physician Recommended Nutriceuticals, LLC and Enters into an Amendment to the Asset Purchase Agreement to Increase Purchase Price EMERYVILLE, Calif. (November 6, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) today announces that the Company has accepted a revised transaction proposal from |
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| November 6, 2024 |
Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1, dated as of November 5, 2024 (the |
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| November 6, 2024 |
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) |
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| November 6, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals Accepts Revised Offer from PRN Physician Recommended Nutriceuticals, LLC and Enters into an Amendment to the Asset Purchase Agreement to Increase Purchase Price EMERYVILLE, Calif. (November 6, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) today announces that the Company has accepted a revised transaction proposal from |
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| November 6, 2024 |
Exhibit 10.1 Execution Version SECURED PROMISSORY NOTE Borrower: NOVABAY PHARMACEUTICALS, INC. 2000 Powell Street Suite 1150, Emeryville, California 94608 Lenders: PRN PHYSICIAN RECOMMENDED NUTRICEUTICALS, LLC 5 Sentry Pkwy E, Suite 210 Blue Bell, Pennsylvania 19422 Principal Amount: $1,000,000.00 Date of Promissory Note: November 5, 2024 PROMISE TO PAY. FOR VALUE RECEIVED, NOVABAY PHARMACEUTICALS |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 5, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Other Jurisdiction of Incorporation) 001-33678 (Commission File Number) 68-0454536 |
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| November 6, 2024 |
Exhibit 10.1 Execution Version SECURED PROMISSORY NOTE Borrower: NOVABAY PHARMACEUTICALS, INC. 2000 Powell Street Suite 1150, Emeryville, California 94608 Lenders: PRN PHYSICIAN RECOMMENDED NUTRICEUTICALS, LLC 5 Sentry Pkwy E, Suite 210 Blue Bell, Pennsylvania 19422 Principal Amount: $1,000,000.00 Date of Promissory Note: November 5, 2024 PROMISE TO PAY. FOR VALUE RECEIVED, NOVABAY PHARMACEUTICALS |
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| November 6, 2024 |
Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1, dated as of November 5, 2024 (the |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: October 29, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Other Jurisdiction of Incorporation) 001-33678 (Commission File Number) 68-0454536 |
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| October 29, 2024 |
Press Release dated as of October 29, 2024 Exhibit 99.1 NovaBay Pharmaceuticals Board Determines Unsolicited Offer is Superior to Asset Purchase Agreement with PRN Physician Recommended Nutriceuticals, LLC EMERYVILLE, Calif. (October 29, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces that the Company’s board of directors has determined that an unsolicited and non-binding offer from Refres |
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| October 29, 2024 |
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) |
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| October 29, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals Board Determines Unsolicited Offer is Superior to Asset Purchase Agreement with PRN Physician Recommended Nutriceuticals, LLC EMERYVILLE, Calif. (October 29, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces that the Company’s board of directors has determined that an unsolicited and non-binding offer from Refres |
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| October 16, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: October 16, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Other Jurisdiction of Incorporation) 001-33678 (Commission File Number) 68-0454536 |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☒ Defin |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)) ☐ Defin |
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| September 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) NovaBay Pharmaceuticals, Inc. |
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| September 20, 2024 |
Plan of Complete Liquidation and Dissolution of NovaBay Pharmaceuticals, Inc. Exhibit 2.2 PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF NOVABAY PHARMACEUTICALS, INC. This Plan of Complete Liquidation and Dissolution (the “Plan”) is intended to constitute a plan of distribution under Sections 280 and 281(a) of the General Corporation Law of the State of Delaware (the “DGCL”) and accomplish the complete liquidation and dissolution of NovaBay Pharmaceuticals, Inc., a Delawar |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: September 19, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Other Jurisdiction of Incorporation) 001-33678 (Commission File Number) 68-045453 |
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| September 20, 2024 |
NovaBay Pharmaceuticals Signs Definitive Agreement to Sell its Avenova Assets Exhibit 99.1 NovaBay Pharmaceuticals Signs Definitive Agreement to Sell its Avenova Assets EMERYVILLE, Calif. (September 20, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces it has entered into a definitive asset purchase agreement (the “Agreement”) with PRN Physician Recommended Nutriceuticals, LLC (“PRN”) to sell the assets of its Avenova® brand |
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| September 20, 2024 |
Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version ASSET PURCHASE AGREEMENT Between NOVABAY PHARMACEUTICALS, INC. And PRN PHYSICIAN RECOMMENDED NUTRICE |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: September 19, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Other Jurisdiction of Incorporation) 001-33678 (Commission File Number) 68-045453 |
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| September 20, 2024 |
Exhibit 2.2 PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF NOVABAY PHARMACEUTICALS, INC. This Plan of Complete Liquidation and Dissolution (the “Plan”) is intended to constitute a plan of distribution under Sections 280 and 281(a) of the General Corporation Law of the State of Delaware (the “DGCL”) and accomplish the complete liquidation and dissolution of NovaBay Pharmaceuticals, Inc., a Delawar |
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| September 20, 2024 |
Press Release dated as of September 20, 2024 Exhibit 99.1 NovaBay Pharmaceuticals Signs Definitive Agreement to Sell its Avenova Assets EMERYVILLE, Calif. (September 20, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces it has entered into a definitive asset purchase agreement (the “Agreement”) with PRN Physician Recommended Nutriceuticals, LLC (“PRN”) to sell the assets of its Avenova® brand |
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| September 20, 2024 |
Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] Execution Version ASSET PURCHASE AGREEMENT Between NOVABAY PHARMACEUTICALS, INC. And PRN PHYSICIAN RECOMMENDED NUTRICE |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 29, 2024 |
Form of Series F-3 Common Stock Warrant Exhibit 4.3 SERIES F-3 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. CUSIP: 66987P 144 ISIN: US66987P144 Warrant Shares: 3,537,212 Initial Exercise Date: July 29, 2024 THIS SERIES F-3 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the |
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| July 29, 2024 |
Form of Pre-Funded Common Stock Warrant Exhibit 4.4 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. CUSIP # 66987P 128 Warrant Shares: 2,041,814 Initial Exercise Date: July 29, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions herein |
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| July 29, 2024 |
Exhibit 99.2 NovaBay Pharmaceuticals Announces Closing of $3.87 Million Underwritten Public Offering, Including Partial Exercise of Overallotment Option EMERYVILLE, Calif. (July 29, 2024) – NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company” or “NovaBay”) today announced the closing of its previously announced underwritten public offering of common stock, pre-funded warrants, Series |
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| July 29, 2024 |
Exhibit 1.1 1,158,566 SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO 2,041,814 SHARES OF COMMON STOCK, SERIES F-1 WARRANTS EXERCISABLE INTO 3,200,380 SHARES OF COMMON STOCK, SERIES F-2 WARRANTS EXERCISABLE INTO 3,200,380 SHARES OF COMMON STOCK AND SERIES F-3 WARRANTS EXERCISABLE INTO 3,200,380 SHARES OF COMMON STOCK OF NOVABAY PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT July 26, 202 |
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| July 29, 2024 |
Exhibit 10.1 NOVABAY PHARMACEUTICALS, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of July 29, 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of July 29, 2024 (“Agreement”), between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warr |
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| July 29, 2024 |
Form of Series F-1 Common Stock Warrant Exhibit 4.1 SERIES F-1 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. CUSIP: 66987P 110 ISIN: US66987P110 Warrant Shares: 3,537,212 Initial Exercise Date: July 29, 2024 THIS SERIES F-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the |
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| July 29, 2024 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-280423 1,158,566 Shares of Common Stock and 3,200,380 Series F-1 Warrants to Purchase up to 3,200,380 Shares of Common Stock and 3,200,380 Series F-2 Warrants to Purchase up to 3,200,380 Shares of Common Stock and 3,200,380 Series F-3 Warrants to Purchase up to 3,200,380 Shares of Common Stock 2,041,814 Pre-Funded Warrants to Purchas |
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| July 29, 2024 |
Form of Series F-2 Common Stock Warrant Exhibit 4.2 SERIES F-2 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. CUSIP: 66987P 136 ISIN: US66987P136 Warrant Shares: 3,537,212 Initial Exercise Date: July 29, 2024 THIS SERIES F-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commis |
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| July 29, 2024 |
NovaBay Pharmaceuticals Announces Pricing of $3.5 Million Underwritten Public Offering Exhibit 99.1 NovaBay Pharmaceuticals Announces Pricing of $3.5 Million Underwritten Public Offering EMERYVILLE, Calif. (July 26, 2024) – NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company” or “NovaBay”), today announced the pricing of its underwritten public offering of 3,200,380 shares of common stock (or pre-funded warrants in lieu thereof), 3,200,380 Series F-1 warrants to purchas |
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| July 26, 2024 |
As filed with the Securities and Exchange Commission on July 26, 2024 As filed with the Securities and Exchange Commission on July 26, 2024 Registration No. |
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| July 25, 2024 |
Form of Series F-1 Common Stock Warrant Exhibit 4.16 SERIES F-1 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS SERIES F-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| July 25, 2024 |
Form of Underwriting Agreement Exhibit 1.1 [] SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK, SERIES F-1 WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK, SERIES F-2 WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK AND SERIES F-3 WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK OF NOVABAY PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT [], 2024 Ladenburg Thalmann & Co. Inc., as the |
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| July 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NOVABAY PHARMACEUTICALS, INC. |
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| July 25, 2024 |
Form of Warrant Agency Agreement Exhibit 4.20 NOVABAY PHARMACEUTICALS, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent” or |
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| July 25, 2024 |
Form of Series F-2 Common Stock Warrant Exhibit 4.17 SERIES F-2 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS SERIES F-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| July 25, 2024 |
Form of Series F-3 Common Stock Warrant Exhibit 4.18 SERIES F-3 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS SERIES F-3 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| July 25, 2024 |
As filed with the Securities and Exchange Commission on July 24, 2024 As filed with the Securities and Exchange Commission on July 24, 2024 Registration No. |
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| July 22, 2024 |
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 July 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attn: Jimmy McNamara Re: NovaBay Pharmaceuticals, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-280423 Ladies and Gentlemen: Ladenburg |
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| July 22, 2024 |
July 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attn: Jimmy McNamara Re: NovaBay Pharmaceuticals, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-280423 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respec |
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| July 15, 2024 |
As filed with the Securities and Exchange Commission on July 12, 2024 As filed with the Securities and Exchange Commission on July 12, 2024 Registration No. |
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| July 11, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals Reports Preliminary Second Quarter 2024 Net Revenue of $2.4 Million Eyecare revenue for both the second quarter and the first half of 2024 increased by 9% over the comparable prior-year periods, driven by higher online sales The number of Avenova® subscribers on Amazon increased by 64% since the beginning of 2023 and by 123% since the beginning of 2022 EMERYVIL |
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| July 11, 2024 |
Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated July 11, 2024 Registration Statement No. |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: July 11, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| July 10, 2024 |
Filed Pursuant to Rule 433 of the Securities Act of 1933 Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated July 10, 2024 Registration Statement No. 333-280423 |
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| July 10, 2024 |
As filed with the Securities and Exchange Commission on July 10, 2024 As filed with the Securities and Exchange Commission on July 10, 2024 Registration No. |
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| July 10, 2024 |
Form of Underwriting Agreement Exhibit 1.1 [] SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK, SERIES F-1 WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK AND SERIES F-2 WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK OF NOVABAY PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT [], 2024 Ladenburg Thalmann & Co. Inc., as the Representative of the several Underwriters, if any, named in Sch |
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| July 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NOVABAY PHARMACEUTICALS, INC. |
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| July 10, 2024 |
Form of Series F-2 Common Stock Warrant Exhibit 4.17 SERIES F-2 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS SERIES F-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| July 10, 2024 |
Exhibit 4.18 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| July 10, 2024 |
Form of Series F-1 Common Stock Warrant Exhibit 4.16 SERIES F-1 COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS SERIES F-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| July 10, 2024 |
Form of Warrant Agency Agreement Exhibit 4.19 NOVABAY PHARMACEUTICALS, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent” or |
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| June 28, 2024 |
298,355 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-280363 PROSPECTUS 298,355 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in the section of this prospectus entitled “Selling Stockholders” (the “Selling Stockholders”) of up to an aggregate of 298,355 shares (the “Shares”) of NovaBay Pharmaceuticals, Inc.’s (“us”, “we”, “o |
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| June 25, 2024 |
United States securities and exchange commission logo June 25, 2024 Justin M. Hall Chief Executive Officer and General Counsel NovaBay Pharmaceuticals, Inc. 2000 Powell Street, Suite 1150 Emeryville, CA 94608 Re: NovaBay Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-280423 Dear Justin M. Hall: This is to advise you that we have not reviewed and will not |
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| June 25, 2024 |
United States securities and exchange commission logo June 25, 2024 Justin M. Hall Chief Executive Officer and General Counsel NovaBay Pharmaceuticals, Inc. 2000 Powell Street, Suite 1150 Emeryville, CA 94608 Re: NovaBay Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-280363 Dear Justin M. Hall: This is to advise you that we have not reviewed and will not |
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| June 25, 2024 |
June 25, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 21, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NOVABAY PHARMACEUTICALS, INC. |
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| June 21, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NovaBay Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 68-0454536 (State or other jurisdiction of incorporation or organization) (I |
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| June 21, 2024 |
Specimen Common Stock Certificate Exhibit 4.2 |
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| June 21, 2024 |
Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| June 21, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. |
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| June 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NOVABAY PHARMACEUTICALS, INC. |
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| June 20, 2024 |
As filed with the Securities and Exchange Commission on June 20, 2024 As filed with the Securities and Exchange Commission on June 20, 2024 Registration No. |
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| June 14, 2024 |
Form of Letter Agreement, dated June 14, 2024 Exhibit 10.1 June 14, 2024 [●] Re: Warrant Exercise Agreement To Whom It May Concern: NovaBay Pharmaceuticals, Inc. (the “Company”) previously issued and delivered to you (“Holder” or “you” or “your”): (1) warrants issued in September 2022 (the “September 2022 Warrants”) to purchase Company common stock, par value $0.01 per share (“Common Stock”); (2) Series A-1 warrants issued in November 2022 (t |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: June 14, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| June 14, 2024 |
Form of Series E Common Stock Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTR |
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| June 7, 2024 |
NovaBay Pharmaceuticals Plan of Compliance Accepted by the NYSE American Exhibit 99.1 NovaBay Pharmaceuticals Plan of Compliance Accepted by the NYSE American EMERYVILLE, Calif. (June 7, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company”) announces that the NYSE American LLC (“NYSE American”) has accepted the Company’s plan to regain compliance with NYSE American’s continued listing standards. “I’m pleased to report on our forward momentum. By d |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: June 4, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| May 31, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 31, 2024 (March 25, 2024) NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorpor |
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| May 31, 2024 |
Amendment to Amended and Restated Certificate of Incorporation, as amended, dated May 30, 2024 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVABAY PHARMACEUTICALS, INC. NOVABAY PHARMACEUTICALS, INC., a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the Corporation is NovaBay Pharmaceuticals, Inc. (the “Corporation”). SECOND: The Corpor |
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| May 31, 2024 |
Unaudited Pro Forma Condensed Consolidated Financial Information Exhibit 99.1 Unaudited Pro Forma Condensed Consolidated Financial Information On March 25, 2024, NovaBay Pharmaceuticals, Inc. (the “Company” or “NovaBay”) completed the sale of its wholly-owned subsidiary, DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”) (the “DERMAdoctor Divestiture”). The following unaudited pro forma condensed consolidated financial information has been d |
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| May 31, 2024 |
-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 30, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 28, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| May 29, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals Announces Approval of All Proposals at its 2024 Annual Meeting of Stockholders and Provides Other Corporate Updates Announces a 1-for-35 Reverse Stock Split and Receipt of NYSE American Notice Regarding Stockholders’ Equity EMERYVILLE, Calif. (May 29, 2024) – NovaBay® Pharmaceuticals, Inc. the “Company”) (NYSE American: NBY) announces that a quorum was reached |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| April 22, 2024 |
Corporate Update Presentation, released April 22, 2024 Exhibit 99.1 |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: April 22, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: April 18, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 19, 2024 |
NovaBay Pharmaceuticals Receives a NYSE American Notice Regarding Stockholder Equity Exhibit 99.1 NovaBay Pharmaceuticals Receives a NYSE American Notice Regarding Stockholder Equity EMERYVILLE, Calif. (April 19, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) announces that on April 18, 2024 it received a notice from the NYSE American LLC stating that the Company is below compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(ii) a |
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| April 18, 2024 |
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) |
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| April 18, 2024 |
2023 Annual ReportUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 侌 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR 侊 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-336 |
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| April 18, 2024 |
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) |
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| April 8, 2024 |
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) |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 -12-31FY2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 25, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| March 26, 2024 |
2024 Non-Employee Director Compensation Plan Exhibit 10.8+ NON-EMPLOYEE DIRECTOR COMPENSATION PLAN January 1, 2024 1. Purpose. The purpose of NovaBay Pharmaceuticals, Inc. (hereinafter referred to as “NovaBay” or the “Company) Non-Employee Director Compensation Plan (the “Plan”) is to advance the interests of NovaBay and its stockholders by closely aligning the interests of the Non-Employee Directors with the Company and its stockholders. Th |
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| March 26, 2024 |
Subsidiaries of NovaBay Pharmaceuticals, Inc. Exhibit 21 Subsidiaries of NovaBay Pharmaceuticals, Inc. NovaBay Pharmaceuticals, Inc. has no subsidiaries. |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-336 |
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| March 26, 2024 |
NovaBay Pharmaceuticals, Inc. Policy for Recoupment of Incentive Compensation Exhibit 97 NovaBay Pharmaceuticals, Inc. Policy for Recoupment of Incentive Compensation In accordance with the applicable rules of the New York Stock Exchange Listed Company Manual and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, the Compensation Committee (the “Committee”) of the Board of Directors of NovaBay Pharmaceuticals, Inc. (the “Company”) has adopted the |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 24, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| March 25, 2024 |
Form of Series D Common Stock Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTR |
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| March 25, 2024 |
Form of Unsecured Convertible Notes Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| March 25, 2024 |
Form of Consent and Release, dated March 24, 2024 Exhibit 10.4 CONSENT AND RELEASE THIS CONSENT AND RELEASE (this “Consent and Release”) is entered into as of March 24, 2024 by the purchasers signatory hereto (collectively, the “Purchasers”), in favor of DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”), as a guarantor party to that certain Subsidiary Guarantee dated as of April 27, 2023 made by DERMAdoctor and the other Guar |
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| March 25, 2024 |
Form of First Amendment to the Security Agreement, dated March 24, 2024 Exhibit 10.3 FIRST AMENDMENT TO SECURITY AGREEMENT This FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into as of March 24, 2024, by and among NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”, and together with the Company, the “Debtors”), and the holders of the Company’s Origi |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 12, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| March 14, 2024 |
Exhibit 2.1 EXECUTION VERSION MEMBERSHIP UNIT PURCHASE AGREEMENT BY AND AMONG NEW AGE INVESTMENTS LLC, DERMADOCTOR, LLC, AND NOVABAY PHARMACEUTICALS, INC. March 12, 2024 Table of Contents Article 1 Definitions 1 Article 2 Membership Units to be Purchased 1 Article 3 Closing; Purchase Price; Closing Deliverables 1 Article 4 Representations and Warranties of DERMAdoctor 4 Article 5 Representations a |
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| March 14, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals Announces Agreement to Sell its DERMAdoctor Skincare Business Segment; Announces Preliminary Financial Results for Fourth Quarter and Year Ended December 31, 2023 DERMAdoctor sale reduces operating expenses and bolsters cash EMERYVILLE, Calif. (March 14, 2024) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY), a company developing and commercializing high-q |
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| February 14, 2024 |
NBY / NovaBay Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2024 |
SC 13G/A 1 nby-sc13ga123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NOVABAY PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 66987P300 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fili |
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| February 6, 2024 |
NBY / NovaBay Pharmaceuticals, Inc. / Hudson Bay Capital Management LP - NBY 13GA Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NovaBay Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 66987P300 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: January 5, 2024 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| January 10, 2024 |
License and Distribution Agreement by and between NovaBay and Sonoma, dated, January 5, 2024 Exhibit 10.1 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AND DISTRIBUTION AGREEMENT This License and Distribution Agreement (this “Agreement”) is made and entered into as of January 5, 2024, by and between NovaBay Pharmaceuticals, Inc., a |
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| January 10, 2024 |
Exhibit 99.1 NovaBay Pharmaceuticals and Sonoma Pharmaceuticals Agree to Market Avenova-branded Products in the European Union Through Sonoma’s Extensive Distributor Network EMERYVILLE, Calif. and BOULDER, Colo. (January 9, 2024) – NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) and Sonoma Pharmaceuticals, Inc. (Nasdaq: SNOA) today announced an agreement for the sale and marketing of Avenova®-b |
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| December 21, 2023 |
Form of Letter Agreement, dated December 21, 2023 Exhibit 10.1 December 21, 2023 [] Re: Series B Warrant Exercise Agreement To Whom It May Concern: NovaBay Pharmaceuticals, Inc. (the “Company”) previously issued and delivered to you (“Holder” or “you” or “your”) the Company’s Series B-1 warrants (the “Series B-1 Warrants”) to purchase Company common stock, par value $0.01 per share (“Common Stock”) and the Series B-2 warrants (the “Series B-2 War |
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| December 21, 2023 |
Form of Series C Common Stock Warrant EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTR |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: December 21, 2023 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| December 11, 2023 |
Second Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2023 Exhibit 10.3 SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Second Amendment, effective as of December 31, 2023 (the “Amendment”), to the Executive Employment Agreement dated January 31, 2020, by and between NovaBay Pharmaceuticals, Inc. (the “Company”) and Justin M. Hall (“Executive”), as amended by the First Amendment to Executive Employment Agreement, effective as of December 31, 2021 |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: December 7, 2023 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| October 5, 2023 |
United States securities and exchange commission logo October 5, 2023 Justin Hall Chief Executive Officer NovaBay Pharmaceuticals, Inc. |
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| October 2, 2023 |
October 2, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Disclosure Review Program 100 F Street, NE Washington, D. |
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| September 1, 2023 |
United States securities and exchange commission logo September 1, 2023 Justin Hall Chief Executive Officer NovaBay Pharmaceuticals, Inc. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: July 6, 2023 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: June 29, 2023 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| June 14, 2023 |
-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: June 9, 2023 NovaBay Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33678 68-0454536 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 14, 2023 |
Bylaws, as amended and restated effective June 13, 2023 Exhibit 3.1 BYLAWS OF NOVABAY PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) (as amended and restated effective June 13, 2023) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special |
