Item 5. Other Information
ITEM 5.
OTHER INFORMATION
During the three months ended March 31, 2024, none of our directors or Section 16 officers adopted, modified or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each such term is defined in Item 408 of Regulation S-K.
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ITEM 6.
EXHIBITS
The following exhibits are filed with or incorporated by reference into this report.
EXHIBIT INDEX
Incorporation by Reference
Filed
Herewith
Exhibit
Number
Exhibit Description
Form
File
Number
Exhibit/
Form 8-K
Item
Reference
Filing
Date
2.1
Membership Unit Purchase Agreement dated September 27, 2021, by and among the Company, DERMAdoctor, the Founders and the Sellers (as defined therein)
8-K
001-3678
2.1
9/28/2021
3.1
Amended and Restated Certificate of Incorporation of NovaBay Pharmaceuticals, Inc.
10-K
001-33678
3.1
3/21/2018
3.2
Amendment to the Amended and Restated Certificate of Incorporation
8-K
001-33678
3.1
6/04/2018
3.3
Amendment to the Amended and Restated Certificate of Incorporation, as amended
8-K
001-33678
3.1
5/28/2020
3.4
Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated May 24, 2021
8-K
001-33678
3.1
5/24/2021
3.5
Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated January 31, 2022
8-K
001-33678
3.1
2/1/2022
3.6
Certificate of Designation for the Series B Preferred Stock
8-K
001-33678
3.1
11/1/2021
3.7
Amendment to Amended and Restated Certificate of Incorporation, as amended, dated November 14, 2022
8-K
001-33678
3.1
11/18/2022
3.8
Certificate of Designation for the Series C Preferred Stock
8-K
001-33678
3.2
11/18/2022
3.9
Bylaws, as amended and restated effective June 13, 2023
8-K
001-33678
3.1
6/14/2023
4.1
Form of Warrant pursuant to the Services Agreement with TLF Bio Innovation Lab, LLC, dated May 13, 2020
8-K
001-33678
4.1
5/18/2020
4.2
Form of July 2020 Warrant
8-K
001-33678
4.1
7/21/2020
4.3
Form of Amended July 2020 Warrant
8-K
001-33678
4.1
9/13/2022
4.4
Form of Amended November 2021 Warrant
8-K
001-33678
4.2
9/13/2022
4.5
Form of September 2022 Warrant (2020 participants)
8-K
001-33678
4.3
9/13/2022
4.6
Form of September 2022 Warrant (2021 participants)
8-K
001-33678
4.4
9/13/2022
4.7
Form of Series A-1 Long-Term Warrant
8-K
001-33678
4.5
9/13/2022
4.8
Form of Series A-2 Short-Term Warrant
8-K
001-33678
4.6
9/13/2022
4.9
Form of Original Issue Discount Secured Senior Convertible Debentures
8-K
001-33678
4.1
4/27/2023
4.10
Form of Series B-1 Long-Term Warrant
8-K
001-33678
4.2
4/27/2023
4.11
Form of Series B-2 Short-Term Warrant
8-K
001-33678
4.3
4/27/2023
4.12
Form of Warrant Amendment Agreement
8-K
001-33678
4.4
4/27/2023
4.13
Form of Series C Common Stock Warrant
8-K
001-33678
4.1
12/21/2023
4.14
Form of Series D Common Stock Warrant
8-K
001-33678
4.2
3/25/2024
4.15
Form of Unsecured Convertible Notes
8-K
001-33678
4.3
3/25/2024
4.16
License and Distribution Agreement by and between NovaBay and Sonoma, dated, January 5, 2024
8-K
001-33678
10.1
1/10/2024
10.1
Form of First Amendment to the Security Agreement, dated March 24, 2024*
8-K
001-33678
10.3
3/25/2024
10.2
Form of Consent and Release, dated March 24, 2024*
8-K
001-33678
10.4
3/25/2024
31.1
Certification of the Principal Executive Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a)
X
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31.2
Certification of the Principal Financial Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a)
X
32.1
Certification by the Chief Executive Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
X
32.2
Certification by the Chief Financial Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
X
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments)
X
*Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions not being material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the Commission. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 9, 2024
By:
/s/ Justin Hall
Justin Hall
Chief Executive Officer, General Counsel and Director
(principal executive officer)
Date: May 9, 2024
By:
/s/ Tommy Law
Tommy Law
Interim Chief Financial Officer
(principal financial officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.