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: May 30, 2014
NovaBay Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
001-33678 |
68-0454536 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5980 Horton Street, Suite 550, Emeryville, CA 94608
(Address of Principal Executive Offices) (Zip Code)
(510) 899-8800
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
NovaBay Pharmaceuticals, Inc. held its Annual Meeting of Stockholders on May 30, 2014. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or withheld in the case of election of directors, and for or against each other matter, and the number of abstentions and broker non-votes with respect to each matter.
1. NovaBay’s stockholders elected each of the two Class I directors proposed by NovaBay for re-election, to serve until NovaBay’s 2017 Annual Meeting of Stockholders or until his respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:
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Nominee |
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Shares
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Shares
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Massimo Radaelli |
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18,712,907 |
275,257 |
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Mark Sieczkarek |
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18,718,464 |
269,700 |
There were 16,829,152 broker non-votes for this proposal.
2. NovaBay’s stockholders approved an amendment the Certificate of Incorporation of NovaBay Pharmaceuticals to increase the number of authorized shares of NovaBay common stock from 65,000,000 to 120,000,000. The tabulation of votes on this matter was as follows:
Shares voted for: 31,678,403
Shares voted against: 3,840,177
Shares abstaining: 298,736
Broker non-votes: 0
3. NovaBay’s stockholders ratified the selection of OUM & Co. LLP as the independent registered public accounting firm of NovaBay for its fiscal year ending December 31, 2014. The tabulation of votes on this matter was as follows:
Shares voted for: 34,395,840
Shares voted against: 1,124,255
Shares abstaining: 297,221
Broker non-votes: 0
Following the Annual Meeting, on June 3, 2014, NovaBay filed a Certificate of Amendment to Amended and Restated Certificate of Incorporation amending NovaBay’s Amended and Restated Certificate of Incorporation as approved by its stockholders as described in Proposal 2 above.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation
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.
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NovaBay Pharmaceuticals, Inc. (Registrant) |
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By: |
/s/ Thomas J. Paulson |
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Thomas J. Paulson |
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Chief Financial Officer, Secretary and Treasurer |
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Dated: June 3, 2014
EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
NOVABAY PHARMACEUTICALS, Inc.
NovaBay Pharmaceuticals, Inc. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that :
First: The name of the Corporation is NovaBay Pharmaceuticals, Inc. (the “Corporation”).
Second: The Corporation was originally incorporated under the same name and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 19, 2010.
Third: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:
Paragraph A of Article IV shall be amended and restated to read in its entirety as follows:
“ A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is One Hundred Twenty Five Million (125,000,000) shares. One Hundred Twenty Million (120,000,000) shares shall be Common Stock, each having a par value of one cent ($0.01) per share. Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of one cent ($0.01) per share.”
Fourth: Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at an Annual Meeting of Stockholders held on May 30, 2014, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
In Witness Whereof , NovaBay Pharmaceuticals, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 2 nd day of June, 2014.
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NovaBay Pharmaceuticals, Inc.
By: /s/ Ramin Najafi
Ramin Najafi
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