मूलभूत आँकड़े
| 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 NovaBay Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| 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 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 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 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 10.9 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 10.4 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 |
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 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 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 |
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 |
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 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 |
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 |
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 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 |
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 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 |
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 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 10.2 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 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 10.3 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 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 |
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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| 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 |
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 |
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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| 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 |
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 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 |
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 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 |
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 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 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 |
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 |
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 |
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 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 |
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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| 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 |
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 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 |
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 |
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 |
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 |
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 2.1 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 |
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 2.2 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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| 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 |
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 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 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 |
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-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 |
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 |
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 |
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 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 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-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 |
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 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 |
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 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NOVABAY PHARMACEUTICALS, INC. |
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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 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 |
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 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 |
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 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 |
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 |
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 |
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 |
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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| 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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| 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 |
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 As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. |
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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 |
Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| June 21, 2024 |
Specimen Common Stock Certificate Exhibit 4.2 |
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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 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NOVABAY PHARMACEUTICALS, INC. |
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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 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 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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| 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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| 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 |
-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 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 |
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 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 |
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 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 |
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 |
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 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 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 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 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 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 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 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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| 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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| 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 |
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 |
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 |
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 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 |
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 |
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 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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| 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 |
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 |
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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 8, 2023 |
7,615,392 Shares of Common Stock 424B3 1 nby20230606e424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-272304 PROSPECTUS 7,615,392 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 7,615,392 shares (the “Shares”) of NovaBay Pharmaceut |
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| June 8, 2023 |
7,863,570 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-272297 PROSPECTUS 7,863,570 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 7,863,570 shares (the “Shares”) of NovaBay Pharmaceuticals, Inc.’s (“us”, “we” |
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| June 6, 2023 |
June 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 6, 2023 |
June 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 31, 2023 |
Calculation of Filing Fees Tables Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| May 31, 2023 |
1,548,502 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-268738 Prospectus Supplement (To the Prospectus Dated December 15, 2022) 1,548,502 Shares of Common Stock Under that certain prospectus, dated December 15, 2022 (the “Prospectus”), filed as part of our registration statement on Form S-1 (File No. 333-268738), NovaBay Pharmaceuticals, Inc. (the “Company”) registered for resale, from time to time |
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| May 31, 2023 |
1,071,433 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-262550 Prospectus Supplement (To the Prospectus Dated February 10, 2022, As supplemented by the Prospectus Supplement Dated September 15, 2022) 1,071,433 Shares of Common Stock Under that certain prospectus, dated February 10, 2022 (the “Prospectus”), filed as part of our registration statement on Form S-1 (File No. 333-262550), as initially su |
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| May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 Registration No. |
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| May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 Registration No. |
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| May 31, 2023 |
Calculation of Filing Fees Tables Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| May 23, 2023 |
327,860 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333- 269083 PROSPECTUS 327,860 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 327,860 shares (the “Shares”) of NovaBay Pharmaceuticals, Inc.’s (“us”, “we”, “our”, “NovaBay”, |
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| May 18, 2023 |
May 18, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 18, 2023 |
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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| May 17, 2023 |
As filed with the Securities and Exchange Commission on May 17, 2023 As filed with the Securities and Exchange Commission on May 17, 2023 Registration No. |
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| May 17, 2023 |
Calculation of Filing Fees Tables Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| May 11, 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 March 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 00 |
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| May 8, 2023 |
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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| May 4, 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: May 1, 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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| May 2, 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: May 1, 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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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 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, 2022 -12-31FY2022 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 n |
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| April 27, 2023 |
Form of Securities Purchase Agreement* Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 27, 2023, 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 to the terms and con |
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| April 27, 2023 |
Form of Series B-2 Short-Term Warrant Exhibit 4.3 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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| April 27, 2023 |
Form of Original Issue Discount Secured Senior Convertible Debenture Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| April 27, 2023 |
Form of Registration Rights Agreement Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 27, 2023, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P |
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| April 27, 2023 |
NovaBay Pharmaceuticals Announces $3.0 Million Convertible Note Financing Exhibit 99.1 NovaBay Pharmaceuticals Announces $3.0 Million Convertible Note Financing EMERYVILLE, Calif. (April 27, 2023) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announced today that it has entered into a securities purchase agreement with institutional accredited investors (“Purchasers”) in connection with a private placement to issue secured senior con |
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| April 27, 2023 |
Exhibit 10.2 EXHIBIT E SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 27, 2023 (this “Agreement”), is among NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible |
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| April 27, 2023 |
Exhibit 10.4 EXHIBIT A TO: NovaBay Pharmaceuticals, Inc. (the “Company”) and the Purchasers (as defined in the Securities Purchase Agreement, dated April 27, 2023, by and between the Company and the purchasers signatory thereto (the “Purchase Agreement”)) To Whom It May Concern: Reference is made to the Purchase Agreement entered into by and between the Company and the Purchasers that provides for |
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| April 27, 2023 |
Form of Series B-1 Long-Term 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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| April 27, 2023 |
Form of Warrant Amendment Agreement Exhibit 4.4 WARRANT AMENDMENT AGREEMENT This Warrant Amendment Agreement (this “Agreement”), dated as of April 27, 2023, is by and between NovaBay Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). WHEREAS, the Holder is participating in |
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| April 27, 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: April 27, 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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| April 27, 2023 |
Exhibit 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of , 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date h |
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| March 31, 2023 |
Subsidiaries of NovaBay Pharmaceuticals, Inc. Exhibit 21 Subsidiaries of NovaBay Pharmaceuticals, Inc. The following is the sole subsidiary of NovaBay Pharmaceuticals, Inc.: Name State of Incorporation DERMAdoctor, LLC Missouri |
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| March 31, 2023 |
Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| March 31, 2023 |
2023 Non-Employee Director Compensation Plan Exhibit 10.15 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN January 1, 2023 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 31, 2023 |
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 (“Certificate of Incorporation”) and Bylaws, as amended and restated |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023. 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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| March 31, 2023 |
Consulting Agreement between the Company and Andrew Jones, dated February 15, 2023 Exhibit 10.33 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of February 15, 2023 (“Effective Date”), by and between Andrew Jones, an individual with principal place of residence at (“Consultant”), and NovaBay Pharmaceuticals, Inc. (“Company”), a Delaware corporation whose address 2000 Powell St. Suite 1150, Emeryville, CA 94608, each separately referred as a “Part |
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| March 31, 2023 |
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, 2022 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 31, 2023 |
Calculation of Filing Fees Tables Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023 S-1/A 1 nby20230306s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. 333- 269083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVABAY PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or ot |
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| February 14, 2023 |
US66987P3001 / NOVABAY PHARMACCEUTICALS INC / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-nby123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NOVABAY PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 66987P300 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 10, 2023 |
SC 13G/A 1 nby13ga.htm NBY 13GA 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, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| January 20, 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: January 19, 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 30, 2022 |
Calculation of Filing Fees Tables Exhibit 107 Calculation of Filing Fee Table ???????????S-1???? ????? (Form Type) ????????????????NovaBay Pharmaceuticals, Inc. |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. |
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| December 16, 2022 |
1,548,502 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-268738 PROSPECTUS 1,548,502 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 1,548,502 shares (the ?Shares?) of NovaBay Pharmaceuticals, Inc.?s (?us?, ?we?, ?our?, ?NovaBa |
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| December 13, 2022 |
CORRESP 1 filename1.htm December 13, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: NovaBay Pharmaceuticals, Inc. (the “Company”) Form S-1, File No. 333-268738 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission |
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| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. |
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| December 9, 2022 |
Calculation of Filing Fees Tables Exhibit 107 Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| November 18, 2022 |
Certificate of Designation for the Series C Preferred Stock Exhibit 3.2 NOVABAY PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C 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 President and Secretary of NovaBay Pharmaceuticals, Inc., a Delaware corporation (the ?Corporation?). 2. The |
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| November 18, 2022 |
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 14, 2022 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 18, 2022 |
Amendment to Amended and Restated Certificate of Incorporation, as amended, dated November 14, 2022 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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| November 14, 2022 |
NOVABAY PHARMACEUTICALS ANNOUNCES 1-FOR-35 REVERSE STOCK SPLIT Exhibit 99.1 NOVABAY PHARMACEUTICALS ANNOUNCES 1-FOR-35 REVERSE STOCK SPLIT EMERYVILLE, Calif. (November 14, 2022) ? NovaBay? Pharmaceuticals, Inc. (the ?Company?) (NYSE American: NBY) announces that today, following approval from the Company?s stockholders obtained at the Company?s November 10, 2022 special stockholders? meeting, the Company?s Board of Directors (the ?Board?) has approved the fil |
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| November 14, 2022 |
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, 2022 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 14, 2022 |
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 10, 2022 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 1, 2022 |
35,510,720 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-268002 PROSPECTUS 35,510,720 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 35,510,720 shares (the ?Shares?) of NovaBay Pharmaceuticals, Inc.?s (?us?, ?we?, ?our?, ?Nova |
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| October 27, 2022 |
CORRESP 1 filename1.htm October 27, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: NovaBay Pharmaceuticals, Inc. (the “Company”) Form S-1, File No. 333-268002 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission ( |
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| October 25, 2022 |
As filed with the Securities and Exchange Commission on October 25, 2022 As filed with the Securities and Exchange Commission on October 25, 2022 Registration No. |
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| October 25, 2022 |
Calculation of Filing Fees Tables Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) NovaBay Pharmaceuticals, Inc. |
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| October 7, 2022 |
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 3, 2022 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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| October 7, 2022 |
NovaBay Pharmaceuticals Receives a NYSE American Notice Regarding Low Share Price Exhibit 99.1 NovaBay Pharmaceuticals Receives a NYSE American Notice Regarding Low Share Price EMERYVILLE, Calif. (October 7, 2022) ? NovaBay? Pharmaceuticals, Inc. (NYSE American: NBY) announces that on October 3, 2022 it received a notice from the NYSE American LLC that the Company?s common stock has been selling for a low price per share for a substantial period of time. As a result, pursuant t |
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| October 7, 2022 |
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 30, 2022 |
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 30, 2022 |
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 22, 2022 |
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 20, 2022 |
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 15, 2022 |
37,500,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-262550 Prospectus Supplement (To the Prospectus Dated February 10, 2022) 37,500,000 Shares of Common Stock Under that certain prospectus, dated February 10, 2022 (the ?Prospectus?), filed as part of our registration statement on Form S-1 (File No. 333-262550), NovaBay Pharmaceuticals, Inc. (the ?Company?) registered for resale, from time to tim |
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| September 15, 2022 |
6,898,566 Shares of Common Stock Issuable upon Exercise of Warrants Filed Pursuant to Rule 424(b)(3) Registration No. 333-248238 Prospectus Supplement (To the Prospectus Dated August 21, 2020) 6,898,566 Shares of Common Stock Issuable upon Exercise of Warrants Under that certain prospectus, dated August 21, 2020 (the ?Prospectus?), filed as part of our registration statement on Form S-3 (File No. 333-248238), NovaBay Pharmaceuticals, Inc. (the ?Company?) registere |
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| September 13, 2022 |
Form of Participant Voting Commitment Exhibit 10.5 Form of Participant Voting Commitment DATE: September 9, 2022 TO: Holders who entered into Reprice Letter Agreements with NovaBay Pharmaceuticals, Inc. To Whom It May Concern: Reference is made to that certain Letter Agreement, dated as of September 9, 2022 (the ?Letter Agreement?), between the undersigned and NovaBay Pharmaceuticals, Inc. (the ?Company?), which provides for the execu |
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| September 13, 2022 |
Form of September 2022 Warrant (2020 participants) Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION 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 RESTRICTIONS ON TRANSFERABILITY AND RESALE AND, |
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| September 13, 2022 |
Form of Securities Purchase Agreement, dated September 9, 2022 Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of September 9, 2022, 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 to the terms and |
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| September 13, 2022 |
Exhibit 99.1 NovaBay Pharmaceuticals Enters Into Agreements For a Private Placement and Warrant Reprice Transactions To Raise Up to $5.3 Million EMERYVILLE, Calif. (September 9, 2022) ? NovaBay? Pharmaceuticals, Inc. (NYSE American: NBY) (?NovaBay? or the ?Company?) announces it has entered into a Securities Purchase Agreement with certain institutional investors in connection with a private place |
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| September 13, 2022 |
Exhibit 10.7 LEAK-OUT AGREEMENT September 9, 2022 This agreement (the ?Leak-Out Agreement?) is being delivered to you in connection with an understanding by and between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the person or persons named on the signature pages hereto (collectively, the ?Holder?). Reference is hereby made to the letter agreements, dated September 9 |
