EMERYVILLE, Calif. (August 9, 2019) – NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY), a biopharmaceutical company focusing on commercializing Avenova for the domestic eye care market, today announced that it has entered into a securities purchase agreement with certain non-U.S. institutional accredited investors providing for the purchase and sale, in a private placement, of (i) the Company’s preferred stock automatically convertible into 2,700,00 shares of common stock upon approval of the Company’s stockholders, and (ii) accompanying warrants to purchase up to one share of common stock for each share of common stock convertible from the preferred stock, with an exercise price of $1.15 per share, which is expected to result in total gross proceeds of approximately $2.7 million. The warrants will be exercisable upon approval of the Company’s stockholders and will expire five and a half years following the date of issuance. The closing of the sale of the securities is expected to take place on or about August 13, 2019, subject to the satisfaction of customary closing conditions.
The preferred stock, the common stock convertible from the preferred stock, the accompanying warrants and the common stock issuable upon exercise of the warrants will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The securities will be offered only to institutional accredited investors in accordance with Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the securities, nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Avenova is an eye care product formulated with our proprietary, stable and pure form of hypochlorous acid. Avenova is designed for removal of the microorganisms and debris that contribute to conditions such as meibomian gland dysfunction, dry eye and blepharitis. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay’s direct salesforce and available online direct-to-consumer through Amazon.com.
About NovaBay Pharmaceuticals, Inc.: Going Beyond Antibiotics®
NovaBay Pharmaceuticals, Inc. is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX® family of products and the AGANOCIDE® compounds. The Neutrox family of products includes AVENOVA® for the eye care market, NEUTROPHASE® for wound care market, and CELLERX® for the aesthetic dermatology market. The Aganocide compounds, still under development, have target applications in the dermatology and urology markets.
This release contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding our business strategies and future focus, our estimated future revenue, and generally the Company’s expected future financial results. These statements 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. Factors that might cause or contribute to such differences include, but are not limited to, risks and uncertainties relating to the size of the potential market for our products, improving sales rep productivity and product distribution, obtaining adequate insurance reimbursement, and any potential regulatory problems. Other risks relating to NovaBay’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 NovaBay’s latest Form 10-Q/K filings with the Securities and Exchange Commission, especially under the heading “Risk Factors.” The forward-looking statements in this release speak only as of this date, and NovaBay disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
President and Chief Executive Officer