**NovaBay Pharmaceuticals Completes Asset Sale Transaction and Plans for Dissolution****

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NovaBay Pharmaceuticals, Inc. recently finalized the sale of its eyecare products under the Avenova brand and related assets to PRN Physician Recommended Nutriceuticals, LLC. This transaction, known as the Asset Sale Transaction, encompassed a significant portion of NovaBay’s revenue-generating and operating assets. The proceedings were conducted in accordance with the Asset Purchase Agreement established on September 19, 2024, and amended on November 5, 2024.

As part of the sale, NovaBay had a secured promissory note, dubbed the Bridge Loan, which was paid off upon completion of the Asset Sale Transaction. The Company received a closing cash purchase price of $11.5 million for the Avenova Assets, excluding specific deductions as stipulated in the Purchase Agreement.

Post-transaction, NovaBay is considering a planned liquidation and dissolution under Delaware law, subject to stockholder approval. An adjournment of a special meeting to vote on the Liquidation and Dissolution proposal was granted until January 30, 2025.

The assets received from the Asset Sale Transaction will serve as an asset of NovaBay, potentially earmarked for distribution to shareholders and other entities in line with the Company’s planned Liquidation and Dissolution under Delaware law, as outlined in the Plan of Complete Liquidation and Dissolution.

The Company recently reported that while the Asset Sale Transaction was approved by shareholders, Proposal Two concerning the Liquidation and Dissolution process had not garnered the required votes. Thus, the Special Meeting has been adjourned to allow more time for additional voting on Proposal Two.

The reconvened Special Meeting is scheduled for January 30, 2025, to solely address the outstanding Proposal Two regarding the Liquidation and Dissolution plans. In a press release issued on January 23, 2025, NovaBay highlighted the Asset Sale Transaction’s closure and the adjournment of the reconvened meeting.

NovaBay Pharmaceuticals shared its future outlook, emphasizing the pursuit of Liquidation and Dissolution following the completed Asset Sale Transaction. The Company believes this strategic move will optimize value for shareholders amidst promising business and financial considerations.

For further details regarding the transactions mentioned, interested parties can refer to the Current Reports on Form 8-K filed by NovaBay Pharmaceuticals with the Securities and Exchange Commission on September 20, 2024, and November 6, 2024, including the Special Meeting Proxy Statement and its supplements.

The Company urges caution when interpreting forward-looking statements contained in recent SEC filings, emphasizing the inherent risks and uncertainties that may influence actual outcomes. Investors are advised to approach these statements with prudence, considering the information provided in the Company’s periodic reports filed with the SEC.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read NovaBay Pharmaceuticals’s 8K filing here.

NovaBay Pharmaceuticals Company Profile

NovaBay Pharmaceuticals, Inc develops and sells eyecare and wound care products in the United States and internationally. It offers Avenova Spray, a solution for removing foreign materials, including microorganisms and debris from skin around the eye, such as the eyelid; Avenova Eye Health Support antioxidant-rich oral supplements; Avenova Lubricating Eye Drops for instant relief; NovaWipes by Avenova; Avenova WarmEye Compress to soothe the eyes; and the i-Chek by Avenova to monitor physical eyelid health.