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EX-5.1 - EXHIBIT 5.1 - NovaBay Pharmaceuticals, Inc.ex_190339.htm

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: June 15, 2020

 

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

(Registrant’s telephone number, including area code)

 

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

 

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))

 

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 1.01     Entry into a Material Definitive Agreement

 

On June 15, 2020, NovaBay Pharmaceuticals, Inc. (the “Company”) filed a supplement (the “Supplement”) to its prospectus supplement, dated April 27, 2020, in connection with the offer and sale of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to that certain At the Market Offering Agreement (the “Agreement”), dated April 27, 2020 with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (the “ATM Program”). Pursuant to the Agreement, the Supplement increased the aggregate offering amount available under the ATM Program to $5,631,027 from $4,302,137. For additional information regarding the Agreement and the ATM Program, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2020.   

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.    

 

Item 9.01     Financial Statements and Exhibits

 

(d)     Exhibits

 

Exhibit No.

 

Description

5.1

 

Opinion of Squire Patton Boggs (US) LLP

23.1

 

Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1)

 

 

 

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.

(Registrant)

 
       
 

By:

/s/ Justin Hall  

 
   

Justin Hall

 
   

President, Chief Executive Officer and General

Counsel

 

 

Dated: June 15, 2020