NovaBay Pharmaceuticals closes $3.25M private placement and effects 1-for-35 reverse stock split

On November 14, 2022, the Company filed a certificate of amendment (“ Certificate of Amendment ”) providing for an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of 1-for-35 (the “ Reverse Stock Split ”). As provided in the Certificate of Amendment, the Certificate of Amendment and the Reverse Stock Split became effective on November 15, 2022.

Before the closing of the Private Placement described in Item 1.01 above, on November 17, 2022, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Preferred Stock (the “ Certificate of Designation ”) setting forth the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock, as summarized in the Private Placement Form 8-K with such summary incorporated herein by reference.

On September 9, 2022, NovaBay Pharmaceuticals, Inc. (the “ Company ”) announced that it entered into a Securities Purchase Agreement with the institutional accredited investors named therein (the “ Purchasers ”), relating to a private placement transaction to sell Company units (“ Units ”) consisting of of (i) a newly designated Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (“ Series C Preferred Stock ”), (ii) a new short-term Series A-1 warrant to purchase common stock (“ Short-Term Warrants ”), and (iii) a new long-term Series A-2 warrant to purchase common stock (“ Long-Term Warrants ” and, together with the Short-Term Warrants, the “ Warrants ”) (the “ Private Placement ”).

In connection with the closing of the Private Placement, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with the Purchasers to register the Common Stock underlying the Series C Preferred Stock (the “ Series C Preferred Conversion Shares ”) and the Common Stock underlying the Warrants (the “ Warrant Shares ” and, together with the Series C Preferred Conversion Shares the “ Underlying Shares ”).