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: November 22, 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 5.07 Submission of Matters to a Vote of Security Holders.

On November 22, 2024, NovaBay Pharmaceuticals, Inc. (the “Company”) held its 2024 Special Meeting of Stockholders (the “Special Meeting”), whereby the Company’s stockholders were asked to consider three (3) proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 16, 2024, as supplemented from time to time (collectively, the “Proxy Statement”). There were 4,885,693 outstanding shares entitled to vote as of the record date and 2,091,083 shares present in person or by proxy at the Special Meeting, representing approximately forty-three percent (43%) of the shares outstanding and entitled to vote. The voting results with respect to one of the three proposals, as certified by the inspector of election for the Special Meeting, are presented below.

1. To approve the sale of Avenova, representing substantially all of the assets of the Company (the “Asset Sale”), pursuant to the Asset Purchase Agreement dated September 19, 2024, by and between the Company and PRN Physician Recommended Nutriceuticals, LLC.

As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to this Proposal One to solicit additional proxies.

2. To approve the liquidation and dissolution of the Company (the “Dissolution”), pursuant to the Plan of Complete Liquidation and Dissolution of the Company (the “Plan of Dissolution”), which, if approved, will authorize the Company to liquidate and dissolve in accordance with the Plan of Dissolution, and pursuant to the discretion of the Board of Directors to proceed with the Dissolution.

As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to this Proposal Two to solicit additional proxies.

3. To grant discretionary authority to the Board of Directors to adjourn the Special Meeting from time to time, if necessary or appropriate, to establish a quorum or, even if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One and/or Proposal Two.

For	Against	Abstain
1,818,153	249,255	23,675

Item 8.01 Other Events

At the time of the Special Meeting, there were insufficient votes to approve Proposal One, which sought the approval for the Asset Sale pursuant to the Asset Purchase Agreement, and Proposal Two, which sought the approval for the Dissolution pursuant to the Plan of Dissolution. Accordingly, the Special Meeting was adjourned on Proposal One and Proposal Two, and as announced at the Special Meeting, such meeting will reconvene at 11:00 a.m. Pacific Time on December 18, 2024 virtually at http://www.virtualshareholdermeeting.com/NBY2024SM. During the period of adjournment, the Company will continue to solicit stockholder votes on Proposal One and Proposal Two.

On November 22, 2024, the Company issued a press release announcing that it had adjourned the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d)         Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 22, 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: November 22, 2024