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: June 15, 2020
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)
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 |
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)) |
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 1.01 Entry into a Material Definitive Agreement
On June 15, 2020, NovaBay Pharmaceuticals, Inc. (the “Company”) filed a supplement (the “Supplement”) to its prospectus supplement, dated April 27, 2020, in connection with the offer and sale of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to that certain At the Market Offering Agreement (the “Agreement”), dated April 27, 2020 with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (the “ATM Program”). Pursuant to the Agreement, the Supplement increased the aggregate offering amount available under the ATM Program to $5,631,027 from $4,302,137. For additional information regarding the Agreement and the ATM Program, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2020.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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. (Registrant) | |
| | | | |
| | By: | /s/ Justin Hall | |
| | | Justin Hall | |
| | | President, Chief Executive Officer and General Counsel | |
Dated: June 15, 2020
