Form 8-K - Current report

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: December 7, 2023

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On December 7, 2023, NovaBay Pharmaceuticals, Inc. (the “Company”) and Justin M. Hall, the Chief Executive Officer and General Counsel of the Company, executed a Second Amendment (the “Second Amendment”) to Mr. Hall’s Executive Employment Agreement, dated January 31, 2020 (the “Employment Agreement”), as amended by the First Amendment to Executive Employment Agreement, effective as of December 31, 2021 (the “First Amendment”), to further extend the term of his employment, which expires on December 31, 2023, to provide for a term ending December 31, 2024 (unless terminated earlier in accordance with the terms of the Employment Agreement).

The foregoing description of the terms of the Employment Agreement, the First Amendment and the Second Amendment do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the Employment Agreement, the First Amendment and the Second Amendment, which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1+		Executive Employment Agreement with Justin M. Hall, dated January 31, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2020)
10.2+		First Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2021 (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2022)
10.3+		Second Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Indicates a management contract or compensatory plan or arrangement.

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: December 11, 2023

Exhibit 10.3

SECOND AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

This Second Amendment, effective as of December 31, 2023 (the “Amendment”), to the Executive Employment Agreement dated January 31, 2020, by and between NovaBay Pharmaceuticals, Inc. (the “Company”) and Justin M. Hall (“Executive”), as amended by the First Amendment to Executive Employment Agreement, effective as of December 31, 2021 (collectively, the “Agreement”).

WHEREAS, the Company and Executive desire to amend the Agreement to further extend the term of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing recital, the mutual covenants herein contained and for other good and valuable consideration, the parties hereby agree as follows:

1. Amendments to the Agreement. Effective as of the date hereof:

(a) Section I(B) of the Agreement is hereby amended as follows:

B. Term. Executive’s employment with the Company is at-will and shall be governed by the terms of this Agreement, commencing on January 1, 2024 and continuing to and including December 31, 2024, unless this Agreement is terminated at some earlier time in accordance with the terms of this Agreement.

2. No Other Changes. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.

3. Governing Law. This Amendment shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in the State of California.

4. Counterparts. This Amendment may be executed in counterparts and by electronic mail, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed and Executive has hereunto set his hand, all as of the date first written above.

	NOVABAY PHARMACEUTICALS, INC.


	By:	/s/ Paul Freiman
		Name: Paul Freiman
		Title: Chairman


	EXECUTIVE


	By:	/s/ Justin M. Hall
		Name: Justin M. Hall

Document And Entity Information	Dec. 07, 2023
Document Information [Line Items]
Entity, Registrant Name	NovaBay Pharmaceuticals, Inc.
Document, Type	8-K
Document, Period End Date	Dec. 07, 2023
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, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NBY
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001389545