Results

NovaBay Pharmaceuticals Inc.

03/12/2026 | Press release | Distributed by Public on 03/12/2026 15:19

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 12, 2026, NovaBay Pharmaceuticals, Inc. (the "Company") filed a second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which became effective upon filing (the "Second Amended and Restated Certificate of Incorporation"). The Second Amended and Restated Certificate of Incorporation was approved by the Board and subsequently approved by the Company's stockholders at the Company's special meeting of stockholders held on March 12, 2026 (the "Special Meeting").
The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company's previous amended and restated certificate of incorporation (the "Prior Charter") (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the "Common Stock").
The terms of the Second Amended and Restated Certificate of Incorporation are described in the proxy statement (the "Proxy Statement") for the Special Meeting. The foregoing description of the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 12, 2026, the Company held the Special Meeting. The following matters were submitted to a vote:
Proposal 1.
To issue 837,696,130 shares of Common Stock upon the exercise of pre-funded warrants issued in our private placement transaction on January 16, 2026.
The proposal was approved.
For
Against
Abstain
123,352,588 1,476,035 4,552
Proposal 2.
To issue 5,405,406 shares of Common Stock upon the exercise of the pre-funded warrants issued in our private placement transaction on October 16, 2025.
The proposal was approved.
For
Against
Abstain
124,343,389 485,209 4,577
Proposal 3.
To remove the prohibition against stockholder action by written consent.
The proposal was approved.
For
Against
Abstain/Broker Non-Vote
120,648,355 4,176,612 2,077,156
Proposal 4.
To reflect Delaware General Corporate Law provisions regarding officer exculpation.
The proposal was approved.
For
Against
Abstain/Broker Non-Vote
122,978,249 1,841,681 2,082,193
Proposal 5.
To increase the number of authorized shares of our Common Stock from 1,500,000,000 to 5,000,000,000.
The proposal was approved.
For
Against
Abstain
121,855,735 5,044,559 1,829
Proposal 6.
To adopt the 2026 Equity Incentive Plan.
The proposal was approved.
For
Against
Abstain
120,283,733 4,547,291 2,151
Since there were sufficient votes at the time of the Special Meeting to approve Proposals 1-6, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.
NovaBay Pharmaceuticals Inc. published this content on March 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 12, 2026 at 21:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]