Announces a 1-for-35 Reverse Stock Split and
Receipt of NYSE American Notice Regarding Stockholders’ Equity
NovaBay® Pharmaceuticals, Inc. the “Company”) (NYSE American:
NBY) announces that a quorum was reached and that all proposals in
the Company’s Definitive Proxy Statement filed on April 18, 2024
with the Securities and Exchange Commission (the “SEC”) were
approved by stockholders at its 2024 Annual Meeting of Stockholders
held on May 28, 2024. Among the proposals, stockholders approved a
reverse stock split and authorized the Company’s Board of Directors
to determine the specific split ratio and effective date.
“We thank stockholders for their support in approving all
proposals during our annual meeting,” said Justin Hall, NovaBay’s
CEO. “The approval of these proposals allows us to move forward
with several strategic initiatives meant to help us regain
compliance with NYSE American’s continued listing standards and
grow our business. We believe the anticipated increased market
price resulting from the reverse split will improve the
marketability and liquidity of our stock and could encourage
additional interest and trading.”
Reverse Stock Split
The Company’s Board of Directors has authorized 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
Thursday, May 30, 2024, and that the Company's common stock will
begin trading on a split-adjusted basis on Friday, May 31,
2024.
The effect of the reverse stock split will be to combine every
35 shares of outstanding Company common stock into 1 share of
common stock. 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 or
preferred stock.
The Company will issue an additional whole share to all holders
who 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, convertible debentures and other Company
securities entitling their holders to purchase, exercise, convert
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 price of its common stock, which the Company believes
will enable it to comply with the NYSE American's continued-listing
requirement relating to the price of its common stock. 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 409.
The reverse stock split will reduce the number of shares of
common stock issued and outstanding from approximately 40,309,991
shares to approximately 1,151,715 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 modify any voting
rights or other terms of the common stock.
Computershare Inc. 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. Computershare can be reached at (800) 962-4284.
For additional information regarding the reverse stock split,
please refer to NovaBay’s Current Report on Form 8-K filed with the
SEC today, May 29, 2024.
NYSE American Notice Regarding Stockholders’ Equity
The Company also announces that on May 28, 2024 it received
notice from the NYSE American that it is not in compliance with
Section 1003(a)(i) of the NYSE American Company Guide requiring
stockholders’ equity of $2.0 million or more if the Company has
reported losses from continuing operations and/or net losses in two
of the three most recent fiscal years.
In a press release dated April 19, 2024, the Company announced
notification by the NYSE American on April 18, 2024 that it was not
in compliance with the minimum stockholders’ equity requirement of
Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company
Guide requiring stockholders’ equity of $4.0 million or more if the
Company has reported losses from continuing operations and/or net
losses in three of its four most recent fiscal years, and $6.0
million or more if the Company has reported losses from continuing
operations and/or net losses in its five most recent fiscal years,
respectively.
On May 8, 2024, the Company submitted its plan to regain
compliance to NYSE American. The Company is subject to the
requirements in the April and May notice and if the Company is not
in compliance with all of the stockholders’ equity standards by
October 18, 2025 or does not make substantial progress consistent
with its compliance plan, then the NYSE American staff will
initiate delisting proceedings, as appropriate.
Form 10-K - Going Concern
The Company also announces that, as previously disclosed in its
Annual Report on Form 10-K for the year ended December 31, 2023,
which was filed with the SEC on March 26, 2024 and amended on March
29, 2024, the audited financial statements contained an unqualified
audit opinion from its independent registered public accounting
firm that included an explanatory paragraph related to the
Company’s ability to continue as a going concern. This announcement
is made pursuant to NYSE American Company Guide Section 610(b),
which requires public announcement of the receipt of an audit
opinion containing a going concern paragraph. This announcement
does not represent any change or amendment to the Company’s
financial statements or to its Annual Report on Form 10-K for the
year ended December 31, 2023.
About NovaBay Pharmaceuticals, Inc.:
NovaBay’s leading product Avenova® Antimicrobial Lid & Lash
Solution is often prescribed by eyecare professionals for
blepharitis and dry-eye disease and is available directly to
consumers through online distribution channels such as Amazon.com.
It is clinically proven to kill a broad spectrum of bacteria to
help relieve the symptoms of bacterial dry eye, yet is
non-irritating and completely safe for regular use. NovaBay offers
a full portfolio of scientifically developed products for each step
of the standard dry eye treatment regimen, including the Avenova
Eye Health Support antioxidant-rich oral supplement, Avenova
Lubricating Eye Drops for instant relief, Avenova Warm Eye Compress
to soothe the eyes and the i-Chek by Avenova to monitor physical
eyelid health. The Avenova Allograft, an amniotic tissue
prescription-only product, is available through eyecare
professionals in the United States.
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 Five: 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.
Socialize and Stay Informed on
NovaBay’s Progress Like us on Facebook Follow us on X
Connect with NovaBay on LinkedIn Visit NovaBay’s Website
Avenova Purchasing
Information For NovaBay Avenova purchasing information:
Please call 800-890-0329 or email sales@avenova.com Avenova.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240529054513/en/
NovaBay Justin Hall Chief
Executive Officer and General Counsel 510-899-8800
jhall@novabay.com
Investors LHA Investor
Relations Jody Cain 310-691-7100 jcain@lhai.com
NovaBay Pharmaceuticals (AMEX:NBY)
Historical Stock Chart
From Sep 2024 to Oct 2024
NovaBay Pharmaceuticals (AMEX:NBY)
Historical Stock Chart
From Oct 2023 to Oct 2024