NovaBay® Pharmaceuticals, Inc. (NYSE:NBY) announces that on October 3, 2022 it received a notice from the NYSE American LLC that the Company’s common stock has been selling for a low price per share for a substantial period of time. As a result, pursuant to Section 1003(f)(v) of the NYSE American Company Guide, the Company must effect a reverse stock split of its common stock or otherwise demonstrate sustained price improvement within a reasonable period of time, which the NYSE American has determined to be no later than April 3, 2023, in order to continue its listing on the NYSE American.
The Company intends to take steps to improve its stock price, which include the filing of a definitive proxy statement with the Securities and Exchange Commission (“SEC”) to hold a Special Meeting of Stockholders (the “Special Meeting”) on November 10, 2022 seeking stockholder authorization of a reverse stock split at a ratio of between 1-for-10 and 1-for-35. The notice from the NYSE American has no immediate effect on the listing or trading of the Company’s common stock, and the common stock will continue to trade on the NYSE American.
The Company expects that the reverse stock split, if approved by stockholders at the Special Meeting and effected, will increase the market price of its common stock, which the Company believes will enable it to satisfy the continued listing requirements of the NYSE American for the foreseeable future. In addition, the reverse stock split may improve the marketability and liquidity of its common stock, and appeal to a broader range of investors. Further, due to the number of shares of common stock underlying the securities issued, or to be issued, in connection with two financing transactions entered into on September 9, 2022, the NYSE American rules require the Company to seek stockholder approval prior to the issuance of those underlying shares. The additional capital from these transactions is expected to support implementation of the Company’s growth strategies.
“Like other small publicly traded companies, NovaBay has faced challenging market conditions during 2022, prompting us to seek stockholder approval to effect a reverse stock split and to raise additional capital to fund our business strategy,” said Justin Hall, NovaBay CEO. “That said, we are optimistic about our prospects for continued sales growth. We are building on established brands in the large and growing eyecare, skincare and wound care markets with differentiated products that are scientifically developed and clinically proven. We are executing on a commercial strategy featuring multiple product launches while leveraging new market opportunities and broadening distribution of our current products. Given the timing of implementing our growth initiatives and other anticipated favorable developments, we continue to expect topline growth through 2022 and into 2023.”
The definitive proxy statement was filed with the SEC on September 30, 2022 and is available here. All NovaBay stockholders of record at the close of business on the record date, September 13, 2022, are entitled to vote their shares of Company common stock at the Special Meeting. Every stockholder’s vote is important, regardless of the number of shares held, and the Company requests the prompt submission of votes.
The Special Meeting will be held virtually at 11:00 a.m. Pacific time on Thursday, November 10, 2022. Stockholders as of the record date are invited to attend the Special Meeting at www.virtualshareholdermeeting.com/NBY2022SM. Instructions regarding how to connect and participate live via the Internet, including how to demonstrate proof of stock ownership, are posted at https://east.virtualshareholdermeeting.com/vsm/web?pvskey=NBY2022SM.
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