NOVABAY PHARMACEUTICALS Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The voting results with respect to the three proposals, as certified by the inspector of elections for the Special Meeting, are presented below.
1. To approve, as required by and in accordance with Sections 713(a) and 713(b)
of the NYSE American Company Guide, the issuance of an aggregate of
96,468,114 shares of the Company's Common Stock (i) upon exercise of the
Amended Warrants and the New Reprice Warrants issued as part of the Company's
Warrant Reprice Transactions entered into on September 9, 2022 (each as
discussed and defined in the Proxy Statement) and (ii) the conversion of the
Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share,
and the exercise of the Long-Term Warrants and the Short-Term Warrants to be
issued upon the closing of the Private Placement (each as discussed and
defined in the Proxy Statement), including any additional shares of Common
Stock due to an increase as a result of applicable anti-dilution adjustments.
For Against Abstain Broker Non-Votes1
27,129,832 4,018,279 89,375 11,414,424
2. To approve an amendment to the Company's Amended and Restated Certificate of
Incorporation, as amended, to effect a reverse stock split of all of the
Company's Common Stock, issued and outstanding or held in treasury at a ratio
of not less than 1-for-10 and not more than 1-for-35 (the "Reverse Stock
Split"), and to grant authorization to the Company's Board of Directors to
determine, in its sole discretion, the specific ratio at any whole number
within the above share range and the timing of the Reverse Stock Split
becoming effective or to abandon the Reverse Stock Split.
For Against Abstain
37,507,313 5,050,133 94,464
3. To adjourn the Special Meeting, if necessary or appropriate, to establish a
quorum or to permit further solicitation of proxies if there are not
sufficient votes cast at the time of the Special Meeting in favor of Proposal
One and Proposal Two.
For Against Abstain
37,800,071 4,421,419 430,420
All share amounts in this Item 5.07 do not reflect the Reverse Stock Split,
which is expected to become effective on
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1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each meeting.
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Item 8.01 Other Events
On
Cautionary Language Concerning Forward-Looking Statements
This report 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," "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 impact of the proposed Reverse Stock Split and the
Company's ability to comply with the continued listing requirements of the NYSE
American. 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 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 report, are detailed
in the Company's latest Form 10-Q/K filings with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description 99.1 Press Release, datedNovember 14, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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