NovaBay Pharmaceuticals Announces the Further Adjournment of the Special Meeting of Stockholders
January 20 2022 - 6:50AM
Business Wire
Stockholders who have not voted on Proposal Two
are strongly encouraged to vote their shares at the Special Meeting
to reconvene on January 31, 2022
NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay”
or the “Company”), a pharmaceutical company focused on developing
and commercializing high-quality, scientifically formulated
products for the eyecare and skincare markets, announces that its
Special Meeting of Stockholders held on December 17, 2021, as
adjourned to and reconvened on January 14, 2022, has been further
adjourned until January 31, 2022 at 11:00 a.m. Pacific time in
order to provide stockholders additional time to vote on Proposal
Two, which is a proposal to approve an amendment to the NovaBay
Amended and Restated Certificate of Incorporation to effect an
increase in authorized common stock from 100,000,000 shares to
150,000,000 shares.
Proposal Two has received significant support based on the
shares that were voted by stockholders; however, the favorable
votes were less than 50% of all outstanding shares of common stock,
which is the minimum threshold required to approve this proposal.
Accordingly, the Special Meeting of Stockholders was further
adjourned on Proposal Two and will reconvene virtually on January
31, 2022 at 11:00 a.m. Pacific time at
http://www.virtualshareholdermeeting.com/NBY2021SM. During this
period of adjournment, the Company will continue to solicit
stockholder votes on Proposal Two.
The Board of Directors believes that increasing the authorized
common stock is in the best interests of NovaBay and its
stockholders. Should Proposal Two not pass at the reconvened
meeting, NovaBay does not expect an immediate adverse impact to the
Company or its stockholders, and plans to include a similar
proposal in its proxy filing for its 2022 Annual Meeting of
Stockholders to be held later this year. All other proposals voted
on during the Special Meeting of Stockholders were passed at the
December 17, 2021 meeting.
NovaBay encourages all stockholders as of the October 25, 2021
record date who have not yet voted their shares on Proposal Two or
are uncertain if their shares have been voted on Proposal Two to
contact their broker or bank to vote their shares. The Board of
Directors and management request that these stockholders consider
and vote their proxies as soon as possible on Proposal Two, but no
later than January 30, 2022 at 11:59 p.m. Eastern time.
Stockholders who have previously submitted their proxy or otherwise
voted on Proposal Two at the Special Meeting of Stockholders and
who do not want to change their vote need not take any action. For
questions relating to the voting of shares or to request additional
or misplaced proxy voting materials, please contact NovaBay’s proxy
advisory group at 855-643-7304 (U.S. Toll Free).
As described in the Proxy Statement, stockholders may use one of
the following simple methods to vote their shares of common stock,
or to change their previously submitted vote, before January 30,
2022 with respect to Proposal Two:
- By Internet – www.proxyvote.com. You may transmit your voting
instructions up until 11:59 p.m., Eastern time, the day before the
adjourned Special Meeting date, that is, January 30, 2022. You must
have your proxy card in hand when you access the website and follow
the instructions to obtain your records and to create an electronic
voting instruction form.
- By telephone – 800-690-6903. You may vote using any touch-tone
telephone to transmit your voting instructions up until 11:59 p.m.,
Eastern time, the day before the adjourned Special Meeting date,
that is, January 30, 2022. You must have your proxy card in hand
when you call this number and then follow the instructions.
- By mail – Mark, sign and date your proxy card and return it in
the postage-paid envelope provided to you. Votes must be received
by 11:59 p.m. Eastern time on January 30, 2022 to be counted. After
this time, votes can only be cast during the adjourned Special
Meeting of Stockholders on January 31, 2022 at 11:00 a.m. Pacific
time at this link.
Votes must be received by 11:59 p.m. Eastern time on January 30,
2022 to be counted. After this time, votes can only be cast during
the adjourned Special Meeting on January 31, 2022 at 11:00 a.m.
Pacific time at
http://www.virtualshareholdermeeting.com/NBY2021SM.
About NovaBay Pharmaceuticals, Inc.:
NovaBay Pharmaceuticals, Inc. is a pharmaceutical company that
develops and sells scientifically created and clinically proven
consumer products for the eyecare and skincare markets. Avenova® is
the most prescribed antimicrobial lid and lash spray and CelleRx®
is a breakthrough product in the beauty category. In November 2021,
NovaBay acquired DERMAdoctor, LLC, a company offering more than 30
dermatologist-developed skincare products sold through traditional
domestic retailers, digital beauty channels and international
distributors.
NovaBay Pharmaceuticals Forward-Looking Statements
Except for historical information herein, matters set forth in
this press release may be forward looking within the meaning of the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, including statements about the commercial
progress and future financial performance of NovaBay
Pharmaceuticals, Inc. 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 our business
strategies, current product offerings, marketing efforts, and any
future revenue that may result from selling such products, as well
as generally the Company’s expected future financial results. These
statements involve known and unknown 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 the forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to,
risks and uncertainties relating to the Company’s ability to obtain
the necessary votes to pass Proposal Two, the size of the potential
market for our products, the integration of DERMAdoctor’s business
into the Company’s business, the possibility that the available
market for the Company’s products will not be as large as expected,
the Company’s products will not be able to penetrate one or more
targeted markets, and revenues will not be sufficient to meet the
Company’s cash needs. Other risks relating to NovaBay’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 NovaBay’s latest Form 10-Q/K filings and
Registration Statement on Form S-1 filing 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 NovaBay disclaims any intent or obligation to revise
or update publicly any forward-looking statement except as required
by law.
Important Information
In connection with the solicitation of proxies, on November 12,
2021, NovaBay filed a definitive proxy statement with the
Securities and Exchange Commission (“SEC”) in connection with
NovaBay’s Special Meeting of Stockholders held on December 17,
2021, which has been adjourned until January 31, 2022. STOCKHOLDERS
ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY MATERIALS AND ANY
OTHER RELEVANT SOLICITATION MATERIALS FILED BY NOVABAY WITH THE SEC
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THESE
DOCUMENTS CONTAIN IMPORTANT INFORMATION. NovaBay’s Proxy Statement
and any other materials filed by NovaBay with the SEC can be
obtained free of charge at the SEC’s website at www.sec.gov.
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Avenova Purchasing
Information For NovaBay Avenova purchasing information:
Please call 800-890-0329 or email sales@avenova.com Avenova.com
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version on businesswire.com: https://www.businesswire.com/news/home/20220120005143/en/
NovaBay Contact Justin Hall
Chief Executive Officer and General Counsel 510-899-8800
jhall@novabay.com
Investor Contact LHA
Investor Relations Jody Cain 310-691-7100 jcain@lhai.com
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