Stockholders are urged to vote FOR
Proposal One and Proposal Two before the reconvened Special Meeting
scheduled for December 18
NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay”
or the “Company”) announces that Chief Executive Officer Justin
Hall has issued the following Letter to Stockholders:
To My Fellow Stockholders,
You have the opportunity to approve a transaction that I fully
support and that our Board of Directors unanimously believes is in
your best interest. Through the proposed sale of NovaBay’s eyecare
business and Avenova® brand to PRN Physician Recommended
Nutriceuticals, LLC (“PRN”), NovaBay will be able to monetize the
value of an asset that has been built over the past decade.
Following a comprehensive evaluation of the proposed
transaction, with assistance from independent financial and legal
advisors, our Board unanimously recommended that stockholders
approve two proposals at the Special Meeting. The first provides
for the sale of our Avenova eyecare business to PRN and the second
proposal provides for the proposed liquidation and dissolution of
the Company. The completion of the asset sale transaction and the
dissolution both require approval from a majority of our
outstanding shares. Although both of these proposals received
significant support at the Special Meeting convened on November 22,
2024, we did not reach the majority of outstanding shares threshold
that is required to approve each of these proposals. As such, we
are reconvening the Special Meeting on Wednesday, December 18, 2024
to allow additional time for stockholders to vote on Proposal One
(the Asset Sale Proposal) and Proposal Two (the Dissolution
Proposal), as detailed below.
If you have not yet voted, please do so NOW!
If you have already voted and do not wish to change your vote,
you do not need to do anything as your prior vote will be counted
at the new Special Meeting. However, if you have not voted, we urge
you to do so immediately. If you held shares as of our October 15,
2024 record date you have the right to vote those shares, even if
you subsequently sold them. If you need help voting, please call
our proxy solicitor, Sodali & Co., at 800-607-0088.
This transaction allows NovaBay to realize the significant value
that has been built in the Avenova brand, while placing it in
competent hands to carry it forward. PRN is a well-established
eyecare company committed to providing best-in-class products that
support ocular health. PRN has both the resources and the
leadership to support the brand’s continued growth through an
existing network of more than 5,000 eyecare professionals. More
people are using Avenova branded products now than ever before, and
with the resources and synergies that PRN can provide, we expect
that number to continue to grow.
The following is a more detailed overview of the two proposals
being considered by stockholders:
- Proposal One is a proposal to approve the sale of Avenova,
representing substantially all of the assets of NovaBay (the “Asset
Sale”), pursuant to the Asset Purchase Agreement, dated September
19, 2024, by and between NovaBay and PRN.
- Proposal Two is a proposal to approve the liquidation and
dissolution of NovaBay 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.
Because of the minimum vote thresholds for Proposals One and
Two, every vote matters, regardless of how many shares you own.
Please submit your proxy as soon as possible. The fastest and
easiest way to vote is by telephone or over the Internet, as
described below.
Thank you for your investment in NovaBay and for taking the time
to vote your shares.
Sincerely,
Justin M. Hall, Esq. Chief Executive Officer
Special Meeting of Stockholders Voting Instructions
The Special Meeting of Stockholders will reconvene in a virtual
format and stockholders will be able to listen and participate in
the virtual special meeting, as well as to vote and submit
questions, by visiting
http://www.virtualshareholdermeeting.com/NBY2024SM and entering the
16‐digit control number included in their proxy card.
NovaBay encourages all stockholders as of the record date of
October 15, 2024 who have not yet voted their shares on Proposal
One or Proposal Two, or are uncertain if their shares have been
voted on Proposal One or Proposal Two, to contact their broker or
bank. Our Board of Directors and management request that all votes
on Proposal One and Proposal Two be made as soon as possible, but
no later than December 17, 2024 at 11:59 p.m. Eastern time.
If you previously submitted your proxy or otherwise voted on
Proposal One and Proposal Two at the Special Meeting of
Stockholders when it was convened on November 22, 2024 and you do
not want to change your vote, you do not need to take any action.
For questions related to the voting of shares or to request
additional or misplaced proxy voting materials, please contact
NovaBay’s proxy solicitor, Sodali & Co., at 800-607-0088.
As described in the Special Meeting Proxy Statement, a
stockholder may use one of the following methods to vote their
shares of common stock, or to change their previously submitted
vote, before the December 18, 2024 reconvened Special Meeting with
respect to Proposal One or Proposal Two:
- By Internet – www.proxyvote.com. You may vote online to
transmit your voting instructions up until 11:59 p.m. Eastern time
on December 17, 2024. Go to www.proxyvote.com to vote. 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 – 800-690-6903. You may vote using a touch-tone
telephone to transmit your voting instructions up until 11:59 p.m.
Eastern time on December 17, 2024. Call 800-690-6903 to vote. 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 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 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 U.S.
Securities and Exchange Commission (“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 that was being held in
connection with the Asset Sale and a potential voluntary
liquidation and dissolution of NovaBay. 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 and convened the Special Meeting on November 22,
2024, which was adjourned until December 18, 2024. STOCKHOLDERS ARE
URGED TO READ THE SPECIAL MEETING 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, 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 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241209147545/en/
NovaBay Contact Justin Hall
Chief Executive Officer and General Counsel jhall@novabay.com
Investor Contact Alliance
Advisors IR Jody Cain 310-691-7100 jcain@allianceadvisors.com
NovaBay Pharmaceuticals (AMEX:NBY)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
NovaBay Pharmaceuticals (AMEX:NBY)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
