NovaBay urges stockholders to vote FOR
all proxy proposals at the Special Meeting of Stockholders
NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay”
or the “Company”) announces that the largest institutional advisory
firm, Institutional Shareholder Services (ISS), has recommended
that NovaBay stockholders vote in favor of all of the Company’s
proxy proposals, specifically to authorize and approve the sale of
its eyecare business (the “Asset Sale Proposal”) and approve the
voluntary liquidation and dissolution of the Company (the
“Dissolution Proposal”). Proposal One (the Asset Sale Proposal) and
Proposal Two (the Dissolution Proposal) are further described in
the Definitive Proxy Statement, filed on October 16, 2024 (the
“Special Meeting Proxy Statement”), as supplemented including by
the Additional Definitive Proxy Soliciting Materials filed on
November 6, 2024 and November 12, 2024.
The NovaBay Board of Directors unanimously supports the Asset
Sale Proposal seeking stockholder approval for the sale of
substantially all of the Company's assets, consisting of the
Avenova® business, to PRN Physician Recommended Nutriceuticals, LLC
(“PRN”) for a purchase price of $11.5 million in cash, subject to
adjustment, and the Dissolution Proposal seeking stockholder
approval for the Plan of Complete Liquidation and Dissolution of
the Company in which the Company will wind down operations, settle
remaining obligations and distribute any remaining proceeds of the
liquidation to stockholders, subject to the discretion of the
Company’s Board of Directors.
In making its recommendation to NovaBay stockholders to vote
“FOR” Proposal One (the Asset Sale Proposal) and Proposal
Two (the Dissolution Proposal), ISS stated that the “asset sale
appears to be the best available alternative to maximize value for
shareholders, the cash form of consideration provides liquidity and
certainty of value for NBY shareholders, and there is potential
downside risk of non-approval.” ISS is a global provider of
independent and objective shareholder meeting research for
institutional investors. More than 2,000 clients worldwide utilize
ISS Governance’s actionable expertise to help them make informed
investment stewardship decisions, and to help them manage their
voting responsibilities.
Voting on the proposals will be open through the conclusion of
NovaBay’s virtual Special Meeting of Stockholders (the “Special
Meeting”), which will convene on November 22, 2024 at 11:00 a.m.
Pacific time. NovaBay stockholders as of October 15, 2024, the
record date for the Special Meeting, are invited to attend the
virtual Special Meeting by registering here.
If stockholders have questions or need help voting their shares,
please call NovaBay’s proxy solicitation firm, Sodali & Co., at
1-800-607-0088 from 9:00 a.m.-9:00 p.m. Eastern time Monday through
Friday or by e-mailing them at nby.info@investor.sodali.com.
About NovaBay Pharmaceuticals, Inc.
NovaBay’s leading product Avenova® Lid & Lash Cleansing
Spray is often recommended by eyecare professionals for blepharitis
and dry eye disease. Manufactured in the U.S., Avenova spray is
formulated with NovaBay’s patented, proprietary, stable and pure
form of hypochlorous acid. All Avenova products are available
directly to consumers through online distribution channels such as
Amazon.com and Avenova.com.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. These
forward-looking statements are based upon the Company and its
management’s current expectations, assumptions, estimates,
projections and beliefs. Such statements include, but are not
limited to, statements regarding the contemplated transaction with
PRN (including the Asset Purchase Agreement, by and between PRN and
the Company, dated as of September 19, 2024 and as amended on
November 5, 2024), the potential liquidation and dissolution of the
Company and related matters. 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 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 the Company’s latest Form
10-K, subsequent Forms 10-Q and/or Form 8-K filings with the SEC
and the Special Meeting Proxy Statement, as supplemented including
by the Supplement to the Special Meeting Proxy Statement dated as
of November 12, 2024, especially under the heading “Risk Factors.”
The forward-looking statements in this release 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.
Additional Information and Where to Find It
In connection with the solicitation of proxies, on October 16,
2024, NovaBay filed the Special Meeting Proxy Statement with the
SEC with respect to the Special Meeting to be held in connection
with the proposed asset sale to PRN and a potential voluntary
liquidation and dissolution of the Company. Promptly after filing
the Special Meeting Proxy Statement with the SEC, NovaBay mailed
the Special Meeting Proxy Statement and a proxy card to each
stockholder entitled to vote at the Special Meeting to consider the
contemplated asset sale to PRN and potential dissolution.
Subsequently, the Company filed a Supplement to the Special Meeting
Proxy Statement on November 12, 2024. STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT NOVABAY HAS FILED OR
WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain, free of charge, the Special
Meeting Proxy Statement, any amendments or supplements thereto, and
any other relevant documents filed by NovaBay with the SEC in
connection with the contemplated asset sale to PRN and potential
dissolution at the SEC's website (http://www.sec.gov) or at the
Company’s investor relations website
https://novabay.com/investors/) or by writing to NovaBay
Pharmaceuticals, Inc., Investor Relations, 2000 Powell Street,
Suite 1150, Emeryville, CA 94608. The information provided on, or
accessible through, our website is not part of this communication,
and therefore is not incorporated herein by reference.
Participants in the Solicitation
NovaBay and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from NovaBay’s
stockholders in connection with the contemplated asset sale to PRN
and the potential dissolution. A list of the names of the directors
and executive officers of the Company and information regarding
their interests in the contemplated asset sale to PRN and the
potential dissolution, including their respective ownership of the
Company’s common stock and other securities is contained in the
Special Meeting Proxy Statement. In addition, information about the
Company’s directors and executive officers and their ownership in
the Company is set forth in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2023 and filed with the
SEC on March 26, 2024, as amended on March 29, 2024 and as modified
or supplemented by any Form 3 or Form 4 filed with the SEC since
the date of such filing.
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Avenova Purchasing
Information For NovaBay Avenova purchasing information:
Please call 800-890-0329 or email sales@avenova.com Avenova.com
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version on businesswire.com: https://www.businesswire.com/news/home/20241115854018/en/
NovaBay Contact Justin Hall
Chief Executive Officer and General Counsel 510-899-8800
jhall@novabay.com
Investor Contact Alliance
Advisors IR Jody Cain 310-691-7100 jcain@allianceadvisors.com
NovaBay Pharmaceuticals (AMEX:NBY)
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