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: August 21, 2020
NovaBay Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33678
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68-0454536
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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)
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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange On Which Registered
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Common Stock, par value $0.01 per share
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NBY
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NYSE American
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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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(b) On August 21, 2020, Xiaopei (Ray) Wang informed the Board of Directors (the “Board”) of NovaBay Pharmaceuticals, Inc. (the “Company”) that he will resign as a member of the Company’s Board, with such resignation to be effective immediately. Mr. Wang did not serve on any of the Board’s committees. Mr. Wang did not resign as a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
(d) On August 24, 2020, the Company announced that effective August 21, 2020, upon the resignation of Mr. Wang, the Board appointed Mr. Justin M. Hall to fill the vacancy on the Board resulting from the resignation of Mr. Wang. Mr. Hall will take Mr. Wang’s place as a Class II director to serve until the Company’s Annual Meeting of Stockholders in 2021, subject to his prior death, resignation or removal from office as provided by law. Mr. Hall will not serve on any of the Board’s committees.
Mr. Hall, age 42, currently serves as the Company’s Chief Executive Officer and General Counsel and has served in such position since June 2019. Mr. Hall served as the Company’s Interim President and Chief Executive Officer from March 2019 to June 2019 and as the Company’s Senior Vice President and General Counsel beginning in December 2015. Prior to this, he served as the Company's lead in-house counsel beginning in February 2013. Prior to joining NovaBay, Mr. Hall worked as Corporate Counsel at Accuray Incorporated, a radiation oncology company, which he joined in October 2006, where he reported directly to the General Counsel and provided substantive legal advice on a broad range of complex legal matters with a focus on employment, corporate compliance, and corporate governance. Mr. Hall also worked as an investment advisor and attorney for the 401(k) Resource Center, which he founded in January 2009, which helped plan sponsors manage their retirement plans by providing legal advice. Mr. Hall's prior experience also includes serving as an investment advisor at Sagemark Consulting from 2000 to 2006, and a stock broker at First Security Van Kasper from 1998 to 2001. Mr. Hall received a B.A. in Business Administration and Management from the University of California, San Diego, and a J.D. from the University of San Diego, School of Law.
Mr. Hall is party to an employment agreement with the Company, which is described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2020 and such description is incorporated by reference herein. The incorporated description of the employment agreement with Mr. Hall does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. There is no other arrangement or understanding between Mr. Hall and any other person pursuant to which he was appointed as a director of the Company. As an employee director of the Company, Mr. Hall will not participate in the Company’s Non-Employee Director Compensation Program.
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.
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NovaBay Pharmaceuticals, Inc.
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By:
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/s/ Justin Hall
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Justin Hall
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Chief Executive Officer and General Counsel
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Dated: August 24, 2020
Exhibit 99.1
NovaBay Appoints CEO Justin Hall to its Board of Directors
EMERYVILLE, Calif. (August 24, 2020) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) announces the appointment of President and CEO Justin Hall to the Company’s board of directors, effective August 21, 2020. Mr. Hall has been with NovaBay for seven years in various capacities, and fills a vacancy on the board following the resignation of Xiaopei (Ray) Wang. Board membership remains at six, including three independent directors.
Mr. Hall will serve as a Class II director, and will stand for reelection to a three-year term at the 2021 NovaBay annual meeting of stockholders.
“Serving as chief executive for the past 18 months, Justin has proven to be a highly capable leader who is well respected by the NovaBay staff and business partners,” said NovaBay Chairman of the Board Paul E. Freiman. “He successfully spearheaded a major shift in U.S. commercial strategy to broaden sales of our flagship product, Avenova®, from prescription only to include the direct to consumer channel. Online unit sales have subsequently become an increasing portion of our core business, with consumers continuing to have access to our product during the COVID-19 pandemic without interruption and without leaving their homes.
“He tapped our international health network early in the U.S. pandemic for personal protective equipment when supply of these important items was severely limited. More recently, he led efforts to secure funding and improve our capital structure, providing our Company with financial security during these uncertain times. The board acknowledges his leadership and welcomes his membership. On behalf of the board, I would also like to extend sincere thanks to Ray for his service over the past two years,” added Mr. Freiman.
“It’s exciting to take this next step at NovaBay as we navigate the pandemic while moving toward future growth,” said Mr. Hall. “I see significant opportunities ahead to build on our current business with new products and expanded markets. I have developed a close working relationship with the board over my years with the Company, and appreciate their confidence.”
About NovaBay Pharmaceuticals, Inc.: Going Beyond Antibiotics®
NovaBay Pharmaceuticals, Inc. is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX® family of products and the AGANOCIDE® compounds. The Neutrox family of products includes AVENOVA® for the eye care market, CELLERX® for the aesthetic dermatology market and NEUTROPHASE® for the wound care market. The Aganocide compounds, still under development, have target applications in dermatology and urology.
Forward-Looking Statements
Except for historical information herein, matters set forth in this press release are forward-looking within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the relationship between the Board and management, and how that may affect future financial performance of NovaBay Pharmaceuticals, Inc. This release contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding our pandemic related marketing strategies as well as any effect that these marketing activities may have on the Company’s expected future financial results. 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 the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, risks and uncertainties relating to the size of the potential market for our products, the possibility that the available market for the Company’s products will not be as large as expected, the Company’s products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to meet the Company’s cash needs, and any potential regulatory problems. 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 NovaBay’s latest Form 10-Q/K filings with the Securities and Exchange Commission, especially under the heading “Risk Factors.” The forward-looking statements in this release speak only as of this date, and NovaBay disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
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Avenova Purchasing Information
For NovaBay Avenova purchasing information:
Please call 800-890-0329 or email sales@avenova.com.
www.Avenova.com
NovaBay Contact
Justin Hall
Chief Executive Officer and General Counsel
510-899-8800
jhall@novabay.com
Investor Contact
LHA Investor Relations
Jody Cain
310-691-7100
jcain@lhai.com
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