false 0001389545 0001389545 2024-07-11 2024-07-11
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: July 11, 2024
 
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
(Registrants 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):
 
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))
 
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
 
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 2.02 Results of Operations and Financial Condition
 
On July 11, 2024, NovaBay Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its preliminary second quarter 2024 net revenue and financial results expectations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.
 
Item 7.01 Regulation FD Disclosure
 
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Cautionary Language Concerning Forward-Looking Statements
 
This release contains forward looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This release contains forward-looking statements that are based upon managements current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding the Companys business strategies, current and projected revenue sources, expected future revenue, customer loyalty and satisfaction, as well as generally the Companys expected future financial results. These statements involve 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 these forward-looking statements. Other risks relating to the Companys 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 the Companys latest Form 10-K, subsequent Forms 10-Q and/or registration statement 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 the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
 
Item 9.01.     Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit No.
 
 
Description
 
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
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.
By:
/s/ Justin Hall
Justin Hall
Chief Executive Officer and General Counsel
 
Dated: July 11, 2024
 
 

Exhibit 99.1

 

logo.jpg

 

NovaBay Pharmaceuticals Reports Preliminary Second Quarter 2024 Net Revenue

of $2.4 Million

 

Eyecare revenue for both the second quarter and the first half of 2024 increased by 9% over the comparable prior-year periods, driven by higher online sales

 

The number of Avenova® subscribers on Amazon increased by 64% since the beginning of 2023 and by 123% since the beginning of 2022

 

EMERYVILLE, Calif. (July 11, 2024) – NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company” or “NovaBay”) announces preliminary net revenue for the second quarter of 2024 of $2.4 million and for the first half of 2024 of $5.0 million, primarily derived from the Company’s eyecare products. Net revenue from the Company’s eyecare products increased by 9% for both the second quarter and the first half of 2024 over the corresponding periods in 2023. NovaBay also expects 2024 net revenue from the Company’s eyecare products to be approximately $10 million.

 

“The increase in eyecare net revenue so far this year was driven by higher sales of Avenova-branded products through online channels. We benefitted from growth in Avenova sales due to our loyal Amazon and Avenova.com subscribers with our subscriber base accounting for approximately 23% of all online Avenova revenue for the first half of this year,” said Justin Hall, CEO of NovaBay.

 

“Growth in our subscriber base is critical to our business success because these loyal customers generate consistent sales that we can build upon through our cost-efficient digital marketing programs. In fact, even with this year’s expected revenue growth, we anticipate a slight year-over-year decline in sales and marketing expenses,” he added. “Our ability to consistently grow our base underscores our belief that first-time consumers who use our high-quality Avenova products typically return as satisfied repeat customers. This further supports NovaBay’s strategic focus on the large, growing U.S. dry eye market.”

 

The number of Avenova subscribers on Amazon, the Company’s largest sales channel, increased 16% during the first six months of 2024 and is up 123% since the beginning of 2022. In addition, of the more than 14,000 customer ratings across all online channels, Avenova Lid & Lash Solution averages an impressive 4.5-star overall rating.

 

NovaBay offers a full portfolio of scientifically developed products for each step of the standard dry eye treatment regimen. These include Avenova Lid & Lash Solution, prescribed hypochlorous acid product for eyelid and eyelash cleansing, Avenova Eye Health Support antioxidant-rich oral supplement, Avenova Lubricating Eye Drops for instant relief, Avenova Warm Eye Compress to soothe the eyes and the i-Chek by Avenova to monitor physical eyelid health. The Avenova Allograft, an amniotic tissue prescription-only product, is available through eyecare professionals in the U.S.

 

About NovaBay Pharmaceuticals, Inc.

NovaBay’s leading product Avenova® Antimicrobial Lid & Lash Solution is often prescribed by eyecare professionals for blepharitis and dry eye disease. Manufactured in the U.S., Avenova spray is formulated with NovaBay's patented, proprietary, stable and pure form of hypochlorous acid. It is clinically proven to kill a broad spectrum of bacteria to help relieve the symptoms of bacterial dry eye, yet is non-irritating and completely safe for regular use. All Avenova products are available directly to consumers through online distribution channels such as Amazon.com and Avenova.com.

 

 

 

Notice

NovaBay filed a registration statement on Form S-1 (File No. 333-280423) (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), including a preliminary prospectus dated July 10, 2024 (the “Preliminary Prospectus”), with the SEC relating to its proposed offer and sale of securities of NovaBay (the “offering”); however, the Registration Statement has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

 

This press release does not constitute an offer to sell, nor a solicitation of an offer to buy, any securities by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the SEC nor any other regulatory body has approved or disapproved of our securities or passed upon the accuracy or adequacy of this press release. Any representation to the contrary is a criminal offense. Before you invest, you should read the Preliminary Prospectus (including the risk factors described therein) in the Registration Statement and, when available, the final prospectus relating to the offering, and the other documents we have filed with the SEC, for more complete information about the Company and the offering. You may obtain these documents, including the Preliminary Prospectus, for free by visiting EDGAR on the SEC website at http://www.sec.gov. A copy of the preliminary prospectus is also available at:

https://www.sec.gov/Archives/edgar/data/1389545/000143774924022434/nby20240709_s1a.htm

 

Alternatively, copies of the Preliminary Prospectus may be obtained, when available, from: Ladenburg Thalmann & Co. Inc. by written request addressed to Syndicate Department, 640 5th Avenue, 4th Floor, New York, NY 10019 (telephone number 1-800-573-2541) or by emailing prospectus@ladenburg.com.

 

Forward-Looking Statements 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management's current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," “preliminary,” "should," "target," "will," or "would" and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding our business strategies, current and projected revenue sources, expected future revenue, customer loyalty and satisfaction, as well as generally 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. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to the Company’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 the Company’s latest Form 10-Q/K filings and Registration Statement, as may be amended from time to time, filing with the SEC, especially under the heading “Risk Factors.” The forward-looking statements in this release speak only as of this date, and the Company 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

Avenova.com

 

NovaBay Contact

Justin Hall

Chief Executive Officer and General Counsel

510-899-8800

jhall@novabay.com

 

Investor Relations Contact

LHA Investor Relations

Jody Cain

310-691-7100

jcain@lhai.com

 

# # #

 
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Jul. 11, 2024
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Document, Type 8-K
Document, Period End Date Jul. 11, 2024
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Entity, File Number 001-33678
Entity, Tax Identification Number 68-0454536
Entity, Address, Address Line One 2000 Powell Street
Entity, Address, Address Line Two Suite 1150
Entity, Address, City or Town Emeryville
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 94608
City Area Code 510
Local Phone Number 899-8800
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol NBY
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Entity, Central Index Key 0001389545

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