NovaBay Pharmaceuticals Inc New【NBY】株式ニュース

NBY news .77 + 20%

....On January 3, 2025, NovaBay Pharmaceuticals, Inc. (the “Company”) entered into a Trademark Acquisition Agreement, (the “Trademark Acquisition Agreement”), by and between the Company and Phase One Health LLC, a Tennessee limited liability company (“Phase One”), that provides for the purchase by Phase One of the Company’s wound care product trademarks NeutroPhase, PhaseOne and OmniPhase (collectively, the “Trademarks”), for a purchase price of $500,000 (the “Wound Care Transaction”). In connection with the Wound Care Transaction, the Company also entered into a Transition Services Agreement, dated January 3, 2025, by and between the Company and Phase One (the “Transition Services Agreement”), pursuant to which the Company will: (i) provide limited transition services to Phase One until January 10, 2025; (ii) sell the Company’s existing wound care inventory from an outstanding purchase order (the “Inventory”) to Phase One for an aggregate payment of $126,000; and (iii) provide its remaining empty wound care product bottles to Phase One. In addition, the Transition Services Agreement provides that the existing supplier and distributor relationship between the Company and PhaseOne will be terminated upon the closing of the Wound Care Transaction.

As previously disclosed, the Company entered into a separate agreement to sell the Company’s eyecare products under the Avenova brand and related assets, which represents substantially all of the assets of the Company, pursuant to the Asset Purchase Agreement dated September 19, 2024, by and between the Company and PRN Physician Recommended Nutriceuticals, LLC, a Delaware limited liability company (“PRN”), as amended on November 5, 2024 by that certain Amendment No. 1 to Asset Purchase Agreement (the “Asset Sale Transaction”), which remains subject to stockholder approval. The Trademarks sold pursuant to the Trademark Acquisition Agreement and the Inventory sold pursuant to the Transition Services Agreement were assets of the Company’s wound care business that were excluded from the Asset Sale Transaction.

Additional information regarding the Asset Sale Transaction is included in the Current Reports on Form 8-K that were filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 20, 2024 and November 6, 2024 and in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting filed with the SEC on October 16, 2024 (the “Special Meeting Proxy Statement”), as supplemented from time to time, including by the supplement to the Special Meeting Proxy Statement dated as of November 12, 2024 (the “Proxy Supplement”).

The Trademark Acquisition Agreement contains representations, warranties and agreements of the parties that are customary for a transaction of this nature. The Company also agreed to provide limited indemnification to Phase One under the Trademark Acquisition Agreement for losses arising from a third-party claim involving a material breach or nonperformance of representations, warranties, covenants, agreements and obligations of the Company contained in the Trademark Acquisition Agreement. The Company’s liability for any such losses is limited to 50% of the purchase price for the Trademarks.

The foregoing description of the Trademark Acquisition Agreement and the Transition Services Agreement contains only a brief description of the material terms and does not purport to be a complete description of the rights and obligations of the parties to the Trademark Acquisition Agreement and the Transition Services Agreement, and such description is qualified in its entirety by reference to the full text of the Trademark Acquisition Agreement and the Transition Services Agreement, copies of which are filed as Exhibits 2.1 and 10.1 to this Current Report on Form 8-K and incorporated herein by reference....

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