SEC 8-K filings with transcript text
Oct 16, 2024
nby20241015_8k.htm
false 0001389545
0001389545
2024-10-16 2024-10-16
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
(I.R.S. Employer Identification No.)
2000 Powell Street, Suite 1150, Emeryville, CA 94608
(Address of Principal Executive Offices) (Zip Code)
(510) 899-8800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.01 per share
Trading Symbol(s)
NBY
Name of Each Exchange On
Which Registered
NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Conditions.
As previously announced on September 20, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”) anticipates hosting a special meeting of stockholders (the “Special Meeting”) on November 22, 2024 for stockholders to approve: (1) the Company’s sale to PRN Physician Recommended Nutriceuticals, LLC of the Company’s eyecare products sold under the Avenova brand and the related assets, which will constitute substantially all of the Company’s operating assets (the “Asset Sale Transaction”), and (2) the potential voluntary liquidation and dissolution of the Company (the “Dissolution”), subject to the discretion of the Company’s Board of Directors to proceed with the Dissolution.
The Company expects to report its financial results for the quarter ended September 30, 2024 when filing its Quarterly Report on Form 10-Q. However, in connection with the filing of its definitive proxy statement on Schedule 14A for the Special Meeting on October 16, 2024 (the “Proxy Statement”) and the proposal related to the Dissolution, the Company reported its preliminary unaudited cash and cash equivalents of $776 thousand as of September 30, 2024.
This preliminary unaudited estimated consolidated financial information was prepared by the Company’s management and represents an estimate based on information currently available to the Company and is subject to change. The Company has provided estimates (and in certain cases, ranges of estimates) because the Company has not yet completed its normal review procedures for this period. The actual, reported financial information may differ materially from the estimate presented. In particular, the actual, reported financial information remains subject to the completion of the Company’s other quarterly closing procedures and the review of the Company’s unaudited condensed consolidated financial statements by the Company’s independent registered public accounting firm, WithumSmith+Brown, PC (“Withum”).
As a result, investors should exercise caution in relying on this information and should not draw any inferences from this information regarding financial or operating data not provided. This preliminary unaudited consolidated financial information should not be viewed as a substitute for full interim financial information prepared in accordance with GAAP. The preliminary unaudited information is not necessarily indicative of the results or financial position that may be achieved for the rest of the 2024 fiscal year or any future period. Withum has not audited, reviewed, compiled or performed any procedures with respect to any of the estimates contained herein. Accordingly, Withum does not express an opinion or any other form of assurance with respect thereto. As a result of the foregoing considerations and limitations, investors are cautioned not to place undue reliance on this preliminary unaudited condensed
Jul 11, 2024
nby20240711_8k.htm
false 0001389545
0001389545
2024-07-11 2024-07-11
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.R.S. Employer
Identification No.)
2000 Powell Street, Suite 1150, Emeryville, CA 94608
(Address of Principal Executive Offices) (Zip Code)
(510) 899-8800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share
NBY
NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On July 11, 2024, NovaBay Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its preliminary second quarter 2024 net revenue and financial results expectations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.
Item 7.01 Regulation FD Disclosure
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Language Concerning Forward-Looking Statements
This release contains forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This release contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding the Company’s business strategies, current and projected revenue sources, expected future revenue, customer loyalty and satisfaction, as well as generally the Company’s expected future financial results. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this press release, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or registration statement filings with the Securities and Exchange Commission, especially under the heading “Risk Factors.” The forward-looking statements in this release speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release, dated July 11, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NovaBay Pharmaceuticals, Inc.
By:
/s/ Justin Hall
Justin Hall
Chief Executive Officer and General Counsel
Dated: July 11, 20
Mar 14, 2024
nby20240313_8k.htm
false 0001389545
0001389545
2024-03-12 2024-03-12
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.R.S. Employer
Identification No.)
2000 Powell Street, Suite 1150, Emeryville, CA 94608
(Address of Principal Executive Offices) (Zip Code)
(510) 899-8800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share
NBY
NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 12, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Membership Unit Purchase Agreement (the “Purchase Agreement”) by and among: (i) New Age Investments LLC, a Florida limited liability company (the “Buyer”); (ii) DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”); and (iii) the Company. Pursuant to the Purchase Agreement, the Company will sell 100% of the membership units (“the “Membership Units”) of DERMAdoctor (the “Transaction”), which is the Company’s wholly-owned subsidiary that develops, manufactures, markets, brands, distributes and sells a variety of skincare products.
Upon consummation of the Transaction as contemplated by the Purchase Agreement (the “Closing”), the Company will sell the Membership Units to the Buyer for a purchase price of $1,070,000, subject to an adjustment for the payment of certain DERMAdoctor indebtedness and any Transaction expenses.
The Closing is subject to certain conditions that include the Company obtaining the consent of the holders of the Company’s Original Discount Senior Secured Convertible Debentures due November 1, 2024 (the “Convertible Notes”) to (1) amend the Security Agreement, dated April 27, 2023, to remove the Membership Units and any assets of DERMAdoctor as collateral for the Company’s obligations pursuant to the Convertible Notes and for DERMAdoctor to be removed as a party to such agreement and (2) terminate the Subsidiary Guarantee, dated April 27, 2023, which DERMAdoctor entered into in connection with the issuance of the Convertible Notes. The Company will also enter into a transition services agreement with the Buyer at Closing to assist in certain transition matters.
Subject to certain limitations, the Company and the Buyer have agreed to indemnify each other for losses arising from specified breaches of the Purchase Agreement and certain other liabilities, as set forth in the Purchase Agreement. From the date of the Purchase Agreement until the Closing, the Company is required to use commercially reasonable efforts to conduct DERMAdoctor’s business in the ordinary course of business. The Purchase Agreement provides for customary termination rights that may be exercised by the Company or the Buyer, including in the event that the Closing has not occurred on or before May 31, 2024. The Company expects to close the Transaction by March 31, 2024.
The Purchase Agreement contains various representations, warranties and covenants of the parties that are customary for a transaction of this nature, including the Company agreeing to a post-Closing non-compete (to not engage in specified competitive business activities that involve skincare products with the formulation and mix of ingredients as sold by DERMAdoctor in the United States) and non-solicit (to not solicit any officer, director, executive or employee of DERMAdocto
This page provides NovaBay Pharmaceuticals Inc. (NBY) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on NBY's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.