NovaBay Pharmaceuticals Announces $3.0 Million Convertible Note Financing
27 Avril 2023 - 10:47PM
Business Wire
NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay”
or the “Company”) announced today that it has entered into a
securities purchase agreement with institutional accredited
investors (“Purchasers”) in connection with a private placement to
issue secured senior convertible debentures (the “Debentures”) and
two series of new warrants exercisable for NovaBay common stock
(the “Warrants”). The private placement is expected to close upon
the satisfaction of closing conditions in the securities purchase
agreement, which is expected to occur on or about May 1, 2023 or as
soon as practicable thereafter. NovaBay intends to use the net
proceeds received from the offering for working capital and general
corporate purposes. In addition, NovaBay agreed to reduce the
exercise price of existing warrants exercisable for an aggregate of
1,647,310 shares of common stock held by the investors in the
financing to $1.50.
“I appreciate our investors who participated in this financing
and who continue to believe in our vision. The proceeds from the
sale of the Debentures and the Warrants will shore up our balance
sheet and capital needs in the near term and allow us to take
another step toward profitability,” said Justin Hall, NovaBay
CEO.
The Debentures issued in the private placement will have a $3.3
million aggregate principal amount and be convertible by the
holders into shares of NovaBay common stock at a conversion price
of $1.30, subject to certain ownership limitations set forth in the
Securities Purchase Agreement and the Debenture. The Debentures
will have a maturity date of 18 months from the closing date and
will be paid in 18 monthly payments over such term and bear
interest from the date of issuance at 0% per annum, with such
monthly principal payments payable by the Company in cash or
NovaBay common stock beginning approximately 30 days after the
closing. The Debentures were issued with an original discount of
ten percent (10%). The Warrants will be exercisable to purchase up
to an aggregate of approximately 5.1 million shares of Company
common stock at an exercise price of $1.30 with one series
exercisable for two years and the other series exercisable for five
years after Stockholder Approval has been obtained by the Company.
As a result of the number of shares of Company common stock that
may be issued upon the future conversion or redemption of the
Debentures and exercise of the Warrants, the Company will be
required to obtain stockholder approval in accordance with the NYSE
American LLC Company Guide Rule 713(a) and Rule 713(b)
(“Stockholder Approval”). The Amended Warrants held by the
Purchasers and certain other existing investors will be amended
pursuant to a warrant amendment agreement to provide for a reduced
exercise price of $1.50 from a prior exercise price of $6.30.
Ladenburg Thalmann & Co., Inc. acted as exclusive placement
agent for the Offering.
The securities described above were sold in a private placement
and have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission (the
“SEC”) or an applicable exemption from such registration
requirements. The securities were offered only to accredited
investors. Pursuant to a registration rights agreement with the
investors, the Company has agreed to file one or more registration
statements with the SEC covering the resale of the common stock
issuable upon conversion of the Notes and exercise of the
Warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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 OTC
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
Except for historical information herein, matters set forth in
this press release may be forward looking 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 NovaBay
Pharmaceuticals, Inc. This release 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 business
strategies, the Company’s ability to close on proposed financings
and reach profitability, 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 the forward-looking
statements. Factors that might cause or contribute to such
differences include, but are not limited to, risks and
uncertainties relating to the expected completion of and impact of
the private placement, the effect of potentially not receiving
Stockholder Approval, the size of the potential market for our
products, the possibility that the available market for the
Company’s products will not be as large as expected, the Company’s
products will not be able to penetrate one or more targeted
markets, and revenues will not be sufficient to meet the Company’s
cash needs. 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
Securities and Exchange Commission, especially under the heading
“Risk Factors.” The forward-looking statements in this 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/20230426006103/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
NovaBay Pharmaceuticals (AMEX:NBY)
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