NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay”) announced today that it has accepted a revised offer from PRN Physician Recommended Nutriceuticals, LLC (“PRN”) to raise the base purchase price for its eyecare business from $9.5 million to $11.5 million. The Company has signed an amendment to its previously announced Asset Purchase Agreement with PRN, originally dated September 19, 2024, which now reflects the increased purchase price. The transaction remains subject to certain closing conditions, including stockholder approval.
“We are pleased to accept PRN’s revised offer for the Avenova® brand and continue our efforts to secure stockholder approval. With the added value, we believe this deal is in the best interests of our stockholders,” said Justin Hall, CEO of NovaBay Pharmaceuticals.
The amendment to the Asset Purchase Agreement (APA) with PRN increases the base purchase price for NovaBay’s eyecare business from $9.5 million to $11.5 million. In addition to this increase, the revised terms include several key changes:
- Debt Financing Contingencies Removed: The Amendment removes the debt financing contingencies and associated PRN representations. PRN has instead represented that it has sufficient funding to cover the base purchase price.
- Bridge Loan: PRN will provide NovaBay with a secured promissory note of up to $1 million, to be funded in two installments of $0.5 million each. This loan is expected to be repaid in full at closing as a deduction from the purchase price.
- Equity Funding Commitment: PRN will also provide NovaBay with a commitment letter for equity funding.
In considering the revised offer, NovaBay’s Board of Directors (the “Board”) also reviewed an unsolicited, non-binding acquisition proposal from Refresh Acquisitions BidCo LLC (“Refresh”), which had previously been deemed a “Superior Proposal” under the original PRN APA. After carefully evaluating the benefits and risks of both PRN’s and Refresh’s proposals, the Board concluded that the Refresh proposal no longer met the “Superior Proposal” standard. Therefore, the Board decided that entering into the amendment and Bridge Loan with PRN was in the best interests of NovaBay and its stockholders. As a result, NovaBay terminated its engagement with Refresh, as per the terms of the original agreement with PRN.
The Special Meeting of Stockholders to approve the PRN transaction is scheduled for November 22, 2024, at 11:00 a.m. Pacific Time. The Board continues to recommend that stockholders approve the transaction with PRN and the potential voluntary liquidation and dissolution of the Company. Stockholders with questions or needing assistance voting their shares are encouraged to contact NovaBay’s proxy solicitation firm, Sodali & Co., at 1-800-607-0088.
A full summary of the Amendment and the Bridge Loan will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (SEC). NovaBay also plans to provide supplemental information to the Special Meeting Proxy Statement filed on October 16, 2024, and will file relevant materials with the SEC. Stockholders are urged to review the Special Meeting Proxy Statement and other related materials for additional details.
About NovaBay Pharmaceuticals, Inc.
NovaBay’s flagship product, Avenova® Lid & Lash Cleansing Spray, is widely recommended by eyecare professionals for conditions such as blepharitis and dry eye disease. Manufactured in the U.S., Avenova features NovaBay’s patented, stable, and pure form of hypochlorous acid.
