NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (the
“Company” or “NovaBay”), today announced the pricing of its
underwritten public offering of 3,200,380 shares of common stock
(or pre-funded warrants in lieu thereof), 3,200,380 Series F-1
warrants to purchase up to 3,200,380 shares of common stock,
3,200,380 Series F-2 warrants to purchase up to 3,200,380 shares of
common stock and 3,200,380 Series F-3 warrants to purchase up to
3,200,380 shares of common stock. The combined public offering
price for each share of common stock (or pre-funded warrant in lieu
thereof) and accompanying Series F-1 warrant, Series F-2 warrant
and Series F-3 warrant is $1.10.
In addition, the Company has granted the underwriter for the
offering a 45-day option to purchase up to 477,272 additional
shares of common stock and/or up to 477,272 Series F-1 warrants to
purchase up to 477,272 shares of common stock, up to 477,272 Series
F-2 warrants to purchase up to 477,272 shares of common stock and
up to 477,272 Series F-3 warrants to purchase up to 477,272 shares
of common stock or any combination thereof, as determined by the
underwriter, at the public offering price, less underwriting
discounts and commissions, in each case solely to cover
over-allotments, if any.
Ladenburg Thalmann & Co. Inc. is acting as sole bookrunning
manager for the offering.
Each share of common stock (and each pre-funded warrant in lieu
thereof) is being sold together with one Series F-1 warrant to
purchase one share of common stock, one Series F-2 warrant to
purchase one share of common stock, and one Series F-3 warrant to
purchase one share of common stock. The Series F-1 warrants have an
exercise price of $1.10 per share, are exercisable immediately upon
issuance, and will expire five years following the date of
issuance. The Series F-2 warrants have an exercise price of $1.10
per share, are exercisable immediately upon issuance, and will
expire six months following the date of issuance. The Series F-3
warrants have an exercise price of $1.10 per share, are exercisable
immediately upon issuance, and will expire one year following the
date of issuance. The pre-funded warrants will be immediately
exercisable at a nominal exercise price of $0.01 per share and may
be exercised at any time until all of the pre-funded warrants are
exercised in full. The Series F-1 warrants, the Series F-2 warrants
and the Series F-3 warrants will each include a one-time reset of
the exercise price to a price equal to the lesser of (i) the then
exercise price and (ii) 90% of the five-day volume weighted average
prices for the five (5) trading days immediately preceding the date
that is sixty calendar days after issuance of the Series F-1
warrants, the Series F-2 warrants and the Series F-3 warrants, as
applicable.
The aggregate gross proceeds from the offering will be
approximately $3.5 million, or $4.0 million if the underwriter
exercises its over-allotment option in full, before deducting
underwriting discounts and commissions and other offering expenses
and excluding any proceeds that may be received upon the exercise
of the Series F-1 warrants, Series F-2 warrants, and Series F-3
warrants. No assurance can be given that any of the warrants will
be exercised. NovaBay currently intends to use the net proceeds of
the offering to redeem the outstanding principal amount of its
Original Discount Senior Secured Convertible Debentures due
November 1, 2024 and for working capital and general corporate
purposes.
The offering is expected to close on or about July 29, 2024,
subject to the satisfaction of customary closing conditions.
The offering is being conducted pursuant to NovaBay’s
registration statement on Form S-1 (File No. 333-280423) previously
filed with and declared effective by the Securities and Exchange
Commission (the “SEC”) on July 25, 2024 (the “registration
statement”). The offering is being made only by means of a
prospectus forming part of the effective registration statement
relating to the offering. A preliminary prospectus describing the
terms of the offering has been filed with the SEC and is available
on the SEC’s website located at http://www.sec.gov and a final
prospectus relating to the offering will be filed with the SEC.
Electronic copies of the final prospectus, when available, may be
obtained on the SEC’s website at http://www.sec.gov and may also be
obtained, when available, by contacting Ladenburg Thalmann &
Co. Inc., Prospectus Department, 640 5th Avenue, 4th Floor, New
York, NY 10019 (telephone number 1-800-573-2541) or by emailing
prospectus@ladenburg.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
About NovaBay Pharmaceuticals, Inc.
NovaBay’s leading product Avenova® Antimicrobial Lid & Lash
Solution is often recommended 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. All Avenova products are
available directly to consumers through online distribution
channels such as Amazon.com and Avenova.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 the timing and completion of the
offering, and the intended use of net proceeds therefrom. These
statements are based on information available to the Company as of
the date of this press release and are subject to numerous
important factors that 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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version on businesswire.com: https://www.businesswire.com/news/home/20240725797972/en/
NovaBay Justin Hall Chief
Executive Officer and General Counsel 510-899-8800
jhall@novabay.com
Investor Relations LHA
Investor Relations Jody Cain 310-691-7100 jcain@lhai.com
NovaBay Pharmaceuticals (AMEX:NBY)
過去 株価チャート
から 6 2024 まで 7 2024
NovaBay Pharmaceuticals (AMEX:NBY)
過去 株価チャート
から 7 2023 まで 7 2024
