UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of earliest event reported: June 14, 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)

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))

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

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On June 14, 2024, NovaBay Pharmaceuticals, Inc. (the “Company”) announced that as of June 14, 2024, it entered into letter agreements (the “Letter Agreements”) with certain existing holders of its (i) (i) warrants issued in September 2022 (the “September 2022 Warrants”) to purchase common stock, par value $0.01 per share (“Common Stock”); (ii) Series A-1 warrants issued in November 2022 (the “Series A-1 Warrants”) to purchase Common Stock; (iii) Series B-1 warrants issued in May 2023 (the “Series B-1 Warrants”) to purchase Common Stock; and (iv) Series B-2 warrants issued in May 2023 (the “Series B-2 Warrants”) to purchase Common Stock (collectively (i) through (iv), the “Existing Warrants”). The holders of the Existing Warrants that entered into Letter Agreements are referred to in this Current Report on Form 8-K as the “Participants”.

The Letter Agreements provide for the following (which are collectively referred to as the “Warrant Reprice Transactions”):

Warrant Exercise

Pursuant to the terms of the Letter Agreements, the Participants agreed to make an exercise (the “Warrant Exercise”) of a portion of their Existing Warrants at a reduced exercise price of $2.50 (the “Reduced Exercise Price”) (as reduced from the exercise price pursuant to the terms of the Existing Warrants). There were an aggregate of approximately 90,381 shares of Common Stock underlying the Existing Warrants that were exercised in connection with the Warrant Exercise, resulting in gross proceeds to the Company of approximately $225,952.

The closing of the Warrant Exercise is expected to occur on June 17, 2024. The resale of the shares of Common Stock underlying the Existing Warrants (“Warrant Shares”) have been previously registered pursuant to registration statements on Form S-1 that are on file with the U.S. Securities and Exchange Commission (the “Commission”).

New Series E Common Stock Purchase Warrants

As a result of the Warrant Exercise, the Company will issue a new Series E Common Stock purchase warrant (the “New Warrants”) to each Participant to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock received by such Participant in the Warrant Exercise.

The New Warrants are substantially similar to the Existing Warrants, except that the New Warrants will (i) be initially exercisable on the six-month anniversary of the date of issuance; (ii) have an exercise price of $2.57; and (iii) have a term of five (5) years and six (6) months from the date of the closing of the Warrant Reprice Transactions.

The Letter Agreements also provide that on or prior to ninety (90) days after the closing of the Warrant Reprice Transactions, the Company will prepare and file a registration statement with the Commission covering the resale of 100% of the Common Stock underlying the New Warrants issued to the Participants (the “New Warrant Shares”).

The foregoing summaries of the material terms of the New Warrants and the Letter Agreements are qualified in their entirety by reference to the full text of the New Warrants and the Letter Agreements, forms of which are filed herewith as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.

Private Placement Exemption

None of the issuance of the New Warrants and/or the New Warrant Shares in the Warrant Reprice Transactions (collectively, the “Securities”), have been or will be registered at the time of issuance by the Company under the Securities Act of 1933, as amended (the “Securities Act”), and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act, and by Rule 506 of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance of the Securities in the Warrant Reprice Transactions. The Securities issued in each of these private placement transactions contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such Securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Commission.

Placement Agent

Ladenburg Thalmann & Co. Inc. (“Ladenburg”) agreed to serve as the Company's exclusive warrant solicitation agent and exclusive placement agent for the Warrant Reprice Transactions, in exchange for a fee equal to 8% of the total gross proceeds to the Company from the Warrant Reprice Transactions, subject to certain exclusions. The Company also agreed to reimburse Ladenburg for certain related expenses in an amount not to exceed $50,000 in the aggregate.

Additional Matters

The documents entered into in connection with the Warrant Reprice Transactions described above and/or attached as an exhibit to this Current Report on Form 8-K (collectively, the “Transaction Documents”) contain representations and warranties of the parties to such agreements that may be subject to limitations, qualifications or exceptions agreed upon by the parties, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the Commission. In particular, in your review of the representations and warranties contained in the Transaction Documents and described in the foregoing summary, it is important to bear in mind that the representations and warranties were negotiated in connection with separate transactions and with the principal purpose of allocating contractual risk between the parties in such transactions. The representations and warranties, other provisions of the Transaction Documents or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this Current Report on Form 8-K and in the other reports, statements and filings that the Company publicly files with the Commission.

Item 3.02 Unregistered Sales of Equity Securities

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Cautionary Language Concerning Forward-Looking Statements

This Current Report on Form 8-K 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 timing and expected impact of the Warrant Reprice Transactions. These forward-looking statements are based upon management’s current expectations, assumptions, estimates, projections and beliefs. 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 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 Current Report on Form 8-K, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading “Risk Factors.” The forward-looking statements in this Current Report on Form 8-K 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Form of Series E Common Stock Warrant
10.1	Form of Letter Agreement, dated June 14, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 14, 2024