NovaBay Pharmaceuticals to Reconvene Special Meeting of Stockholders on December 18, 2024
NovaBay Pharmaceuticals (NYSE American: NBY) announced the adjournment of its Special Meeting of Stockholders from November 22 to December 18, 2024, due to insufficient votes for two critical proposals. Proposal One, regarding the sale of Avenova to PRN Physician Recommended Nutriceuticals, and Proposal Two, concerning the company's liquidation and dissolution, both require 50% approval of all outstanding shares. Currently, approximately 89.0% of voted shares support Proposal One and 88.5% support Proposal Two, but total votes haven't reached the required threshold. The Board of Directors supports both proposals, which are also recommended by ISS.
NovaBay Pharmaceuticals (NYSE American: NBY) ha annunciato il rinvio della sua Assemblea Straordinaria degli Azionisti dal 22 novembre al 18 dicembre 2024, a causa di voti insufficienti per due proposte cruciali. Proposta Uno, riguardante la vendita di Avenova a PRN Physician Recommended Nutriceuticals, e Proposta Due, relativa alla liquidazione e dissoluzione della società, richiedono entrambe l'approvazione del 50% delle azioni in circolazione. Attualmente, circa l'89,0% delle azioni votate sostiene la Proposta Uno e l'88,5% supporta la Proposta Due, ma i voti totali non hanno raggiunto la soglia necessaria. Il Consiglio di Amministrazione sostiene entrambe le proposte, che sono anche raccomandate da ISS.
NovaBay Pharmaceuticals (NYSE American: NBY) anunció la suspensión de su Asamblea Especial de Accionistas del 22 de noviembre al 18 de diciembre de 2024, debido a la falta de suficientes votos para dos propuestas críticas. Propuesta Uno, relacionada con la venta de Avenova a PRN Physician Recommended Nutriceuticals, y Propuesta Dos, concerniente a la liquidación y disolución de la empresa, requieren ambas la aprobación del 50% de todas las acciones en circulación. Actualmente, aproximadamente el 89,0% de las acciones votadas respaldan la Propuesta Uno y el 88,5% apoyan la Propuesta Dos, pero los votos totales no han alcanzado el umbral necesario. El Consejo de Administración apoya ambas propuestas, que también son recomendadas por ISS.
노바베이 제약회사 (NYSE American: NBY)는 두 가지 주요 제안에 대한 투표가 부족하여 주주 특별 회의를 2024년 11월 22일부터 12월 18일로 연기한다고 발표했습니다. 제안 1은 Avenova를 PRN Physician Recommended Nutriceuticals에 판매하는 것과 관련이 있으며, 제안 2는 회사의 청산 및 해산에 대한 것입니다. 두 가지 모두 총 발행 주식의 50% 승인을 요구합니다. 현재 약 89.0%의 유효 투표 주식이 제안 1을 지지하고 있으며, 88.5%가 제안 2를 지지하지만 총 투표 수는 요구되는 기준에 미치지 못했습니다. 이사회는 두 제안을 모두 지지하며 ISS에 의해 추천되었습니다.
NovaBay Pharmaceuticals (NYSE American: NBY) a annoncé le report de sa Réunion Spéciale des Actionnaires du 22 novembre au 18 décembre 2024, en raison d'un manque de votes suffisants pour deux propositions cruciales. Proposition Un, concernant la vente d'Avenova à PRN Physician Recommended Nutriceuticals, et Proposition Deux, relative à la liquidation et à la dissolution de l'entreprise, nécessitent toutes deux une approbation de 50 % de toutes les actions en circulation. Actuellement, environ 89,0 % des actions votées soutiennent la Proposition Un et 88,5 % soutiennent la Proposition Deux, mais le nombre total de votes n'a pas atteint le seuil requis. Le Conseil d'Administration soutient les deux propositions, qui sont également recommandées par ISS.
NovaBay Pharmaceuticals (NYSE American: NBY) gab bekannt, dass die außerordentliche Hauptversammlung der Aktionäre vom 22. November auf den 18. Dezember 2024 verschoben wird, da nicht genügend Stimmen für zwei wichtige Vorschläge abgegeben wurden. Vorschlag Eins, der den Verkauf von Avenova an PRN Physician Recommended Nutriceuticals betrifft, und Vorschlag Zwei, der sich mit der Liquidation und Auflösung des Unternehmens befasst, erfordern jeweils die Zustimmung von 50% der ausgegebenen Aktien. Derzeit unterstützen etwa 89,0% der abgegebenen Stimmen Vorschlag Eins und 88,5% unterstützen Vorschlag Zwei, jedoch haben die Gesamtstimmen nicht die erforderliche Schwelle erreicht. Der Vorstand befürwortet beide Vorschläge, die ebenfalls von ISS empfohlen werden.
- High approval rate among voting shareholders (89.0% for Proposal One, 88.5% for Proposal Two)
- ISS recommendation supporting both proposals
- Insufficient votes to reach required 50% threshold for asset sale approval
- Company facing potential liquidation and dissolution
- Planned sale of Avenova, representing substantially all company assets
Insights
This special stockholder meeting adjournment reveals significant challenges for NovaBay's strategic initiatives. The company needs to secure a
The stakes are exceptionally high as these proposals represent fundamental changes to NBY's corporate structure. The Board's strong endorsement and ISS's recommendation suggest this restructuring is likely the best path forward for shareholder value preservation, particularly given the company's micro-cap status with just
Initial meeting adjourned due to insufficient votes to reach the
Stockholders who have not voted are strongly encouraged to vote FOR Proposal One and Proposal Two
- Proposal One is a proposal 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.
- Proposal Two is a proposal to approve the liquidation and dissolution of the Company, pursuant to the Plan of Complete Liquidation and Dissolution of the Company (the “Plan of Dissolution”) which, if approved, would 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 of the Special Meeting of Stockholders, approximately
Adjournment of Special Meeting of Stockholders
The adjourned meeting will be held in a virtual format and stockholders will be able to listen and participate in the virtual special meeting, as well as vote and submit questions during the live webcast of the meeting by visiting http://www.virtualshareholdermeeting.com/NBY2024SM and entering the 16‐digit control number included in your proxy card.
NovaBay encourages any stockholder as of the record date of October 15, 2024 who has not yet voted its shares on Proposal One or Proposal Two or is uncertain if their shares have been voted on Proposal One or Proposal Two to contact their broker or bank to vote their shares. The Board of Directors and management requests that these stockholders consider and vote their proxies as soon as possible on Proposal One and Proposal Two, but no later than December 17, 2024 at 11:59 p.m. Eastern time.
Stockholders who have previously submitted their proxy or otherwise voted on Proposal One and Proposal Two at the Special Meeting of Stockholders and who do not want to change their vote need not take any action. For questions relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact NovaBay’s proxy solicitor, Sodali & Co, for assistance in voting your shares
As described in the Special Meeting Proxy Statement, a stockholder may use one of the following simple methods to vote their shares of common stock, or change their previously submitted vote, before the December 18, 2024 adjourned meeting with respect to Proposal One or Proposal Two:
- By Internet – www.proxyvote.com. If you have Internet access, you may transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the adjourned Special Meeting date, that is, December 18, 2024. Go to www.proxyvote.com. You must have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
- By telephone – 1-800-690-6903. You may vote using any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the adjourned Special Meeting date, that is, December 17, 2024. Call 1-800-690-6903 toll free. You must have your proxy card in hand when you call this number and then follow the instructions.
- By mail – Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided.
Votes must be received by 11:59 p.m. Eastern time on December 17, 2024 to be counted. After this time, votes can only be cast during the adjourned Special Meeting on December 18, 2024 at 11:00 a.m. Pacific time at http://www.virtualshareholdermeeting.com/NBY2024SM.
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
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 Asset Sale (including the Asset Purchase Agreement, by and between PRN Physician Recommended Nutriceuticals, LLC 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 Asset Sale 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 Asset Sale 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 Asset Sale 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,
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 Asset Sale 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 Asset Sale 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
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
Source: NovaBay Pharmaceuticals
FAQ
What is the purpose of NovaBay's (NBY) special stockholder meeting on December 18, 2024?
Why did NovaBay (NBY) adjourn its November 22, 2024 special meeting?
What percentage of votes has NovaBay (NBY) received for its proposals as of November 2024?
