Liquidation: NovaBay Pharmaceuticals, Inc.

Form Type: DEF 14A

Filing Date: 2025-03-19

Corporate Action: Liquidation

Type: New

Accession Number: 000143774925008439

Filing Summary: NovaBay Pharmaceuticals, Inc. convenes a 2025 Special Meeting of Stockholders on April 16, 2025, to seek shareholder approval for a proposed liquidation and dissolution of the Company, following significant operational and financial challenges. The Board of Directors urges a vote in favor of this dissolution plan, given the absence of favorable strategic options and the need to maximize residual value for stockholders. The dissolution follows a series of asset sales, including the Avenova Assets and Wound Care Trademarks, which have left the company with limited business operations and revenue streams. If approved, the Company will halt operations, wind up affairs, settle debts, and distribute remaining assets to stockholders within a defined Survival Period. The record date for voting is March 18, 2025, and the proposal is motivated by failed stockholder approval for a similar dissolution at a previous special meeting held in January 2025. Should stockholders reject the proposal, the Company may seek alternative options, including potential bankruptcy proceedings.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Liquidation

Type: New

Accession Number: 000143774925007045

Filing Summary: On March 5, 2025, NovaBay Pharmaceuticals, Inc. entered into a Confidential Settlement and Release Agreement with Sabby Volatility Warrant Master Fund Ltd., settling disputes regarding warrants for 636,363 shares of common stock. This settlement allows Sabby to exercise 263,892 shares at $0.66 each, and commits the company to buy back remaining warrants for $1,125,000. The settlement includes a voting commitment for Sabby to support the company's planned liquidation at a special meeting scheduled for April 16, 2025. Additionally, on March 10, 2025, similar agreements were made with Bigger Capital Fund, LP, and District 2 Capital Fund LP, concerning their respective warrants totaling 636,363 shares. The Bigger and District 2 agreements have identical terms, including a liquidation voting commitment and potential liquidated damages for non-compliance. All settlements include mutual releases of claims between the parties.

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Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Liquidation

Type: New

Accession Number: 000143774925006556

Filing Summary: On March 4, 2025, NovaBay Pharmaceuticals, Inc. entered into an Engagement Agreement with Lucid Capital Markets, LLC for financial advisory services related to exploring a possible business combination. This decision comes after the failure to obtain stockholder approval for the company's Liquidation and Dissolution at a previously held meeting. The Engagement Agreement outlines terms for advisory fees, including a one-time fee, maximum monthly fees, a significant transaction fee upon completion of a Potential Transaction, and a fairness opinion fee. On March 7, 2025, a press release was issued regarding the upcoming New Special Meeting and evaluation of strategic options. The company aims to maximize stockholder value amidst uncertainties surrounding stockholder approval for Liquidation and Dissolution. A definitive proxy statement is planned to be filed with the SEC regarding the special meeting related to Liquidation and Dissolution.

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Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Liquidation

Type: Update

Accession Number: 000143774925002747

Filing Summary: On January 30, 2025, NovaBay Pharmaceuticals reconvened a Special Meeting of Stockholders where stockholders voted on several proposals related to the future of the Company. Proposal One, concerning the sale of eyecare products to PRN Physician Recommended Nutriceuticals, was approved earlier. However, Proposal Two, which focused on the liquidation and dissolution of the Company under Delaware law, was not approved as it did not receive the required majority vote; only about 49% of stockholders voted in favor. Following the closure of substantially all of its assets through an Asset Sale Transaction completed on January 17, 2025, the Board determined the continued pursuit of voluntary liquidation was in the best interests of the Company and its stockholders. A new special meeting will be held to seek approval for the liquidation and dissolution according to the Plan of Dissolution. If approved, the Company plans to file a Certificate of Dissolution and commence liquidation procedures. This process will involve ceasing operations, managing assets, and disbursing remaining assets to stockholders over a lengthy statutory period mandated by Delaware law.

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Form Type: DEFA14A

Filing Date: 2025-02-04

Corporate Action: Liquidation

Type: Update

Accession Number: 000143774925002748

Filing Summary: On January 30, 2025, NovaBay Pharmaceuticals, Inc. convened a Reconvened Meeting to vote on the proposed Liquidation and Dissolution of the Company. Proposal Two, concerning the Liquidation and Dissolution pursuant to the Plan of Dissolution, failed to receive the requisite greater than 50% approval; it garnered approximately 49% support from shareholders. The Company had previously completed an Asset Sale Transaction on January 17, 2025, selling substantially all of its operating assets. Due to the lack of support for the Liquidation and Dissolution, the Company plans to hold a new special meeting to seek stockholder approval for this process. If stockholders approve the Dissolution, the Company will file a Certificate of Dissolution with Delaware and begin the liquidation process, which is expected to take a minimum of nine months. The Board reserves the right to abandon the dissolution if deemed not in the best interests of the Company and its stockholders. The process aims to pay creditors, discharge liabilities, and return any remaining value to stockholders.

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Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Liquidation

Type: New

Accession Number: 000143774925001634

Filing Summary: On January 17, 2025, NovaBay Pharmaceuticals, Inc. completed the sale of its eyecare products and related assets to PRN Physician Recommended Nutriceuticals, LLC for a cash purchase price of $11.5 million. The sale included substantially all of the Company's revenue-generating and operating assets. The proceeds from this transaction may be distributed to stockholders in connection with a proposed liquidation and dissolution of the Company. On January 16, 2025, during a Special Meeting of stockholders, the proposal for the Asset Sale was approved, while the proposal for Liquidation and Dissolution did not achieve the required majority. The Special Meeting has been adjourned until January 30, 2025, to allow further time for stockholders to vote on the liquidation proposal. The Company believes that pursuing liquidation and dissolution provides the best opportunity to optimize value for stockholders. A press release was issued on January 23, 2025, announcing the closing of the Asset Sale and the adjournment of the Special Meeting.

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Form Type: DEFA14A

Filing Date: 2025-01-23

Corporate Action: Liquidation

Type: Update

Accession Number: 000143774925001633

Filing Summary: NovaBay Pharmaceuticals, Inc. announces the completion of the sale of its eyecare business, Avenova, to PRN for $11.5 million. This sale, constituting substantially all Company assets, was approved at a Special Meeting of stockholders reconvened on January 16, 2025. The Special Meeting has been adjourned to January 30, 2025, to allow stockholders more time to vote on Proposal Two, which seeks to approve the Company’s liquidation and dissolution. So far, about 49% of shares have voted in favor of this proposal, which requires a 50% threshold to pass. The dissolution would permit the Company to liquidate its assets according to the approved Plan of Dissolution, aiming to optimize value for stockholders. The Company encourages stockholders who have not yet voted to do so before the adjourned meeting.

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Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Liquidation

Type: Update

Accession Number: 000143774924037893

Filing Summary: The 2024 Special Meeting of Stockholders for NovaBay Pharmaceuticals, Inc. was adjourned on December 18, 2024, due to insufficient votes to approve two proposals: Proposal One for the Asset Sale of Avenova and Proposal Two for the Company's liquidation and dissolution. The meeting will reconvene on January 16, 2025. On December 19, 2024, the Company issued a press release announcing the adjournment of the Special Meeting, which included information about the ongoing solicitation of stockholder votes for both proposals.

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