Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 31, 2024 (March 25, 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)

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

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))

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. ☐

INTRODUCTORY NOTE

On March 25, 2024, NovaBay Pharmaceuticals, Inc. (the “Company”) completed the sale of its wholly-owned subsidiary, DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”).

On March 26, 2024, the Company filed a Current Report on Form 8-K (the “Initial Report”) with regard to the sale of DERMAdoctor. This amendment is being filed for the sole purpose of filing pro forma financial information pursuant to Item 9.01(b) of Form 8-K and should be read in conjunction with the Initial Report. This amendment does not amend any other item of the Initial Report or purport to provide any update, modification or discussion of any developments or events with respect to the Company subsequent to the filing date of the Initial Report except as otherwise expressly indicated. The information previously reported in, or filed with, the Initial Report is hereby incorporated by reference into this Amendment No. 1.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K:

●

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2024;

●

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2024;

●

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2023;

●

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2023; and

●

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits

Exhibit No.		Description
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information of NovaBay Pharmaceuticals, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Language Concerning Forward-Looking Statements

The pro forma financial information in Exhibit 99.1 contains forward looking statements 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 the Company. Accordingly, this Amendment No. 1 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 current product offerings and marketing efforts, the financial impact of the Company’s recently completed divestiture of DERMAdoctor, our partnerships, and any future revenue that may result from selling our 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 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 Amendment No. 1, are detailed in the Company’s latest Form 10-K, as amended, and the subsequent Definitive Proxy Statements, Forms 10-Q and/or Form 8-K filings with the Securities and Exchange Commission, especially under the heading “Risk Factors.” The forward-looking statements in this Amendment No. 1 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.

SIGNATURES

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 M. Hall
		Justin M. Hall
		Chief Executive Officer and General Counsel

Dated: May 31, 2024

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

On March 25, 2024, NovaBay Pharmaceuticals, Inc. (the “Company” or “NovaBay”) completed the sale of its wholly-owned subsidiary, DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”) (the “DERMAdoctor Divestiture”).

The following unaudited pro forma condensed consolidated financial information has been derived from the Company’s historical consolidated financial statements and gives effect to the DERMAdoctor Divestiture. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2024 reflects the Company’s actual financial position as of March 31, 2024, as the DERMAdoctor Divestiture was effective prior to that date, on March 25, 2024. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 reflects the Company’s financial position as if the DERMAdoctor Divestiture had occurred on December 31, 2023. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 reflect the Company’s operating results as if the DERMAdoctor Divestiture had occurred immediately prior to January 1, 2023. In public filings, beginning with the Company’s Quarterly Report on Form 10-Q for the three-months ended March 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2024 (the “March 2024 Form 10-Q”), the Company began reporting the historical financial results of DERMAdoctor in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented.

The “Historical NovaBay” column of the unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 and the unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2024 reflect DERMAdoctor as discontinued operations as reported in the March 2024 Form 10-Q. The “Historical NovaBay” column in the remaining unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial statements as of and for each of the periods presented and does not reflect any adjustments related to the DERMAdoctor Divestiture.

The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the March 2024 Form 10-Q and the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 26, 2024, as amended on March 29, 2024.

The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and has been prepared based upon currently available information and management estimates and is subject to the assumptions and adjustments outlined herein. The unaudited pro forma financial information is not intended to be a complete presentation of the Company’s financial position or results of operations had the DERMAdoctor Divestiture occurred as of and for the periods presented. In addition, the unaudited pro forma condensed consolidated financial information is not necessarily indicative of the Company’s future results of operations or financial condition. The Company’s actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments used are reasonable, given the information available at the filing date.

Effective May 30, 2024, the Company effected a 1-for-35 reverse split of its outstanding common stock ("Reverse Stock Split”). The unaudited pro forma condensed consolidated financial information has been adjusted, on a retroactive basis, to reflect the Reverse Stock Split.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2024

(in thousands)

	Historical NovaBay			DERMAdoctor Discontinued Operations (Note 2 (a))		Other Pro Forma Adjustments			Note 2	Pro Forma NovaBay
ASSETS
Current assets:
Cash and cash equivalents	$	1,823		$	-	$	-			$	1,823
Accounts receivable, net of allowance		734			-		-				734
Inventory, net of allowance		663			-		-				663
Prepaid expenses and other current assets		371			-		-				371
Total current assets		3,591			-		-				3,591
Operating lease right-of-use assets		1,212			-		-				1,212
Property and equipment, net		77			-		-				77
Other assets		477			-		-				477
TOTAL ASSETS	$	5,357		$	-	$	-			$	5,357

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current liabilities:
Accounts payable	$	1,117		$	-	$	-			$	1,117
Accrued liabilities		1,266			-		-				1,266
Secured Convertible Notes, net of discounts		973			-		-				973
Unsecured Convertible Notes, net of discounts		34			-		-				34
Embedded derivative liability		159			-		-				159
Operating lease liabilities		375			-		-				375
Total current liabilities		3,924			-		-				3,924
Warrant liabilities		232			-		-				232
Operating lease liabilities- non-current		1,041			-		-				1,041
Total liabilities		5,197			-		-				5,197
Stockholders' equity:
Preferred stock
Series B Preferred Stock		44			-		-				44
Series C Preferred Stock		1,441			-		-				1,441
Common stock		320			-		(311	)	(b)		9
Additional paid-in capital		176,798			-		311		(b)		177,109
Accumulated deficit		(178,443	)		-		-				(178,443	)
Total stockholders' equity		160			-		-				160
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,357		$	-	$	-			$	5,357

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(in thousands, except per share amounts)

	Historical NovaBay			DERMAdoctor Discontinued Operations (Note 2 (a))		Other Pro Forma Adjustments			Note 2	Pro Forma NovaBay
Sales:
Product revenue, net	$	2,624		$	-	$	-			$	2,624
Other revenue, net		7			-		-				7
Total sales, net		2,631			-		-				2,631

Cost of goods sold		837			-		-				837
Gross Profit		1,794			-		-				1,794
Operating expenses:
Research and development		19			-		-				19
Sales and marketing		1,055			-		-				1,055
General and administrative		2,291			-		-				2,291
Loss on divestiture of subsidiary		865			-		(865	)	(c)		-
Total operating expenses		4,230			-		(865	)			3,365
Operating loss		(2,436	)		-		865				(1,571	)

Non-cash gain on changes in fair value of warrant liability		194			-		-				194
Non-cash gain on change in fair value of embedded derivative liability		65			-		-				65
Accretion of interest and amortization of discounts on convertible notes		(433	)		-		-				(433	)
Other expense, net		(480	)		-		(54	)	(d)		(534	)
Net loss from continuing operations		(3,090	)		-		811				(2,279	)

Net loss from discontinued operations		(124	)		124		-				-
Net loss		(3,214	)		124		811				(2,279	)
Less: Increase to accumulated deficit due to adjustment to Preferred Stock conversion price		380			-		-				380
Net loss attributable to common stockholders	$	(3,594	)	$	124	$	811			$	(2,659	)

Basic and diluted net loss per share
Net loss per share per share from continuing operations	$	(0.14	)
Net loss per share per share from discontinued operations		(0.01	)
Net loss per share attributable to common stockholders (basic and diluted)	$	(0.15	)							$	(3.77	)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock (basic and diluted)		24,672					(23,967	)	(b)		705

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2023

(in thousands)

	Historical NovaBay			DERMAdoctor Discontinued Operations (Note 2 (a))			Other Pro Forma Adjustments			Note 2	Pro Forma NovaBay
ASSETS
Current assets:
Cash and cash equivalents	$	2,924		$	-		$	1,070		(e)	$	3,994
Accounts receivable, net of allowance		680			-			-				680
Inventory, net of allowance		564			-			-				564
Prepaid expenses and other current assets		256			-			-				256
Current assets, discontinued operations		2,730			(2,730	)		-				-
Total current assets		7,154			(2,730	)		1,070				5,494
Operating lease right-of-use assets		1,296			-			-				1,296
Property and equipment, net		87			-			-				87
Other assets		478			-			-				478
Other assets, discontinued operations		19			(19	)		-				-
TOTAL ASSETS	$	9,034		$	(2,749	)	$	1,070			$	7,355

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current liabilities:
Accounts payable	$	906		$	-		$	-			$	906
Accrued liabilities		1,169			-			525		(e)		1,694
Secured Convertible Notes, net of discounts		1,137			-			-				1,137
Unsecured Convertible Notes, net of discounts		-			-			34		(e)		34
Embedded derivative liabilities		-			-			224		(e)		224
Operating lease liabilities		368			-			-				368
Current liabilities, discontinued operations		698			(698	)		-				-
Total current liabilities		4,278			(698	)		783				4,363
Warrant liabilities		334			-			92		(e)		426
Operating lease liabilities- non-current		1,108			-			-				1,108
Total liabilities		5,720			(698	)		875				5,897
Stockholders' equity:
Net book value of DERMAdoctor as of December 31, 2023		-			(2,051	)		2,051		(e)		-
Preferred stock
Series B Preferred Stock		275			-			-				275
Series C Preferred Stock		1,675			-			-				1,675
Common stock		112			-			(109	)	(b)		3
Additional paid-in capital		176,101			-			109		(b)		176,210
Accumulated deficit		(174,849	)		-			(1,856	)	(e)		(176,705	)
Total stockholders' equity		3,314			(2,051	)		195				1,458
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,034		$	(2,749	)	$	1,070			$	7,355

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(in thousands, except per share amounts)

	Historical NovaBay			DERMAdoctor Discontinued Operations (Note 2 (a))			Other Pro Forma Adjustments			Note 2	Pro Forma NovaBay
Sales:
Product revenue, net	$	14,687		$	(3,552	)	$	-			$	11,135
Other revenue, net		39			-			-				39
Total sales, net		14,726			(3,552	)		-				11,174

Cost of goods sold		6,831			(2,335	)		-				4,496
Gross Profit		7,895			(1,217	)		-				6,678
Operating expenses
Research and development		68			(34	)		-				34
Sales and marketing		6,500			(1,795	)		-				4,705
General and administrative		6,330			(742	)		-				5,588
Goodwill, intangible and other asset impairment		2,593			(2,593	)		-				-
Total operating expenses		15,491			(5,164	)		-				10,327
Operating loss		(7,596	)		3,947			-				(3,649	)

Non-cash gain on changes in fair value of warrant liability		272			-			-				272
Non-cash gain on changes in fair value of embedded derivative liability		40			-			-				40
Non-cash loss on modification of common stock warrants		(292	)		-			-				(292	)
Other expense, net		(2,064	)		1			(100	)	(d)		(2,163	)

Net loss		(9,640	)		3,948			(100	)			(5,792	)

Less: Increase to accumulated deficit due to adjustment to Preferred Stock conversion prices		7,057			-			-				7,057
Net loss attributable to common stockholders	$	(16,697	)	$	3,948		$	(100	)		$	(12,849	)

Net loss per share attributable to common stockholders (basic and diluted)	$	(3.96	)								$	(107.08	)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock (basic and diluted)		4,215						(4,095	)	(b)		120

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated financial information has been prepared based on NovaBay’s historical consolidated financial statements and in accordance with Article 11 of SEC Regulation S-X, Pro Forma Financial Information.

Note 2. Pro Forma Adjustments and Assumptions

(a)	Column gives effect to the DERMAdoctor Divestiture and has been prepared in accordance with the guidance for discontinued operations, ASC 205-20 Presentation of Financial Statements – Discontinued Operations, under U.S. Generally Accepted Accounting Principles.

(b)	Reflects the estimated retroactive effect of the Reverse Stock Split.

(c)	Offsets the actual loss recognized on the DERMAdoctor Divestiture.

(d)

Reflects the net impact on interest expense as if the Unsecured Convertible Notes and March 2024 Warrant (both as defined in the March 2024 Form 10-Q) were issued immediately prior to January 1, 2023, rather than March 25, 2024. The Unsecured Convertible Notes and March 2024 Warrant were issued to obtain the consent of Secured Convertible Note (as defined in the March 2024 Form 10-Q) holders and was required in order to close the DERMAdoctor Divestiture.

(e)	Reflects the impacts of the DERMAdoctor Divestiture as if it occurred on December 31, 2023 as shown in the table below (in thousands):

Cash purchase price	$	1,070
Less: DERMAdoctor net book value as of December 31, 2023		(2,051	)
Pro forma loss on divestiture of subsidiary as of December 31, 2023		(981	)

Less: Cash transaction expenses incurred subsequent to December 31, 2023		395

Less: Cost incurred to obtain note holder consent subsequent to December 31, 2023:
Unsecured convertible notes, net, issued		34
Embedded derivative liabilities issued		224
Warrants issued		92
Issuance costs incurred		130
Total		480

Net impact to Accumulated deficit	$	(1,856	)

Document And Entity Information	Mar. 25, 2024
Document Information [Line Items]
Entity, Registrant Name	NovaBay Pharmaceuticals, Inc.
Document, Type	8-K/A
Document, Period End Date	Mar. 25, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33678
Entity, Tax Identification Number	68-0454536
Entity, Address, Address Line One	2000 Powell Street
Entity, Address, Address Line Two	Suite 1150
Entity, Address, City or Town	Emeryville
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	94608
City Area Code	510
Local Phone Number	899-8800
Title of 12(b) Security	Common Stock
Trading Symbol	NBY
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Description	Form 8-K/A date of report 03-25-24
Amendment Flag	true
Entity, Central Index Key	0001389545