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 filing of an amendment to the Company’s
Amended and Restated Certificate of Incorporation, as amended, to
effect a 1-for-35 reverse stock split of all outstanding shares of
common stock of the Company. The Company anticipates that the
1-for-35 reverse stock split will be effective as of 4:15 p.m. New
York City Time on Tuesday, November 15, 2022 (the “Effective
Date”), and the Company’s common stock will begin trading on a
split-adjusted basis on Wednesday, November 16, 2022.
“We thank our stockholders for their support in approving all
proposals during our special stockholders’ meeting,” said Justin
Hall, NovaBay CEO. “We believe the increased market price resulting
from the reverse split will improve the marketability and liquidity
of our stock that could encourage additional interest and
trading.”
The effect of the reverse stock split will be to combine every
thirty-five (35) shares of outstanding Company common stock and
every thirty-five (35) shares held in treasury into one (1) share
of common stock as of the Effective Date. The reverse stock split
will not reduce the number of authorized shares of common stock or
authorized shares of preferred stock or change the par values of
the Company’s common stock (which will remain at $0.01 per share)
or preferred stock (which will also remain at $0.01 per share).
The Company is not issuing fractional shares in connection with
the reverse stock split; rather, the Company will issue an
additional whole share to all holders that would otherwise receive
a fractional share of common stock. Except for adjustments
resulting from the treatment of fractional shares, each stockholder
will hold the same percentage of our outstanding common stock
immediately following the reverse stock split as such stockholder
held immediately prior to the reverse stock split.
All outstanding options, restricted stock awards, warrants,
preferred stock and other securities entitling their holders to
purchase or otherwise receive shares of common stock will be
adjusted as a result of the reverse stock split, as required by the
terms of each security.
The Company expects that the reverse stock split will increase
the per share market price of its common stock, which the Company
believes will enable it to regain compliance with the NYSE
American’s continued listing requirements. The Company’s trading
symbol of “NBY” will not change as a result of the reverse stock
split, however a new CUSIP number has been assigned: 66987P
300.
The effectiveness of the reverse stock split will satisfy a
Company closing condition in its pending private placement
transaction entered into on September 9, 2022, and allow for the
amended common stock warrants and newly issued common stock
warrants issued in connection with the warrant reprice transaction
on September 9, 2022 to become exercisable beginning on March 9,
2023. Additional information concerning the private placement and
the warrant reprice transaction can be found in the Company’s
filings with the U.S. Securities and Exchange Commission, including
the definitive proxy statement filed by the Company with the
Commission on September 30, 2022, and subsequent filings.
The reverse stock split will reduce the number of shares of
common stock issued and outstanding from approximately 64,988,364
shares to approximately 1,856,810 shares (prior to rounding).
Because the reverse stock split will not reduce the number of
authorized shares of common stock, the effect of the reverse stock
split will be to increase the number of common shares available for
issuance relative to the number of common shares issued and
outstanding. The reverse stock split will not alter the par value
of the Company’s common stock or modify any voting rights or other
terms of the common stock.
Computershare Inc. (together with its wholly owned subsidiary,
Computershare Trust Company, N.A., “Computershare”) is acting as
the exchange agent and transfer agent for the reverse stock split.
Computershare will provide instructions to stockholders with
physical certificates regarding the process for exchanging their
pre-split stock certificates for post-split shares.
About NovaBay Pharmaceuticals, Inc.:
NovaBay Pharmaceuticals, Inc. develops and sells scientifically
created and clinically proven eyecare and skincare products.
NovaBay’s leading product, Avenova® Antimicrobial Lid & Lash
Solution, is often prescribed by eyecare professionals for
blepharitis and dry-eye disease and is also available directly to
eyecare consumers through online distribution channels such as
Amazon. DERMAdoctor® offers more than 30 dermatologist-developed
skincare products through the DERMAdoctor website, well-known
traditional and digital beauty retailers, and international
distributors. NovaBay also manufactures and sells effective, yet
gentle and non-irritating wound care products. The PhaseOne® brand
is distributed through commercial partners in the U.S. for
professional use only, and the NeutroPhase® brand is distributed in
China by Pioneer Pharma (Hong Kong) Company Ltd.
NovaBay Pharmaceuticals Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, but not limited to, statements that are based
upon management’s current expectations, assumptions, estimates,
projections and beliefs. The use of words such as, but not limited
to, “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” or “would” and similar words
or expressions are intended to identify forward-looking statements.
These statements include, but are not limited to, statements
regarding our business strategies and prospects, expected future
financial results (including our ability to continue as a going
concern), the impact of the reverse stock split, and the Company’s
ability to regain compliance with the continued listing
requirements of the NYSE American. 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 the forward-looking statements. New
risks and uncertainties may emerge from time to time, and it is not
possible to predict all risks and uncertainties. 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 with the SEC, especially under
the heading “Risk Factors,” and in the definitive proxy statement
filed by NovaBay with the SEC, especially under the heading
“Proposal Two: The Reverse Stock Split Proposal — Risks Relating to
the Reverse Stock Split.” The forward-looking statements in this
press 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.
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Avenova Purchasing
Information
For NovaBay Avenova purchasing information: Please call
800-890-0329 or email sales@avenova.com Avenova.com
DERMAdoctor Purchasing
Information
For DERMAdoctor purchasing information: Please call 877-337-6237
or email service@dermadoctor.com DERMAdoctor.com
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version on businesswire.com: https://www.businesswire.com/news/home/20221114005943/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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