Novabay Pharmaceuticals (NBY) EGM 2026 summary

Opening remarks and agenda

• Meeting called to order at 11 a.m. Pacific Time, chaired by the CEO and Chairman, with introductions of board members and guests.

• The agenda included voting on six proposals, with a formal session followed by an informal Q&A.

Specific resolutions to be voted on

• Approval of issuance of 837,696,130 shares of Common Stock upon exercise of Pre-Funded Warrants (Private Placement Issuance Proposal).

• Approval of issuance of 5,405,406 shares of Common Stock upon exercise of pre-funded warrants from October 2025 (October Warrant Share Issuance Proposal).

• Amendment to certificate of incorporation to permit stockholder action by written consent (Written Consent Proposal).

• Amendment to certificate of incorporation for officer exculpation under Delaware law (Officer Exculpation Proposal).

• Amendment to increase authorized common stock from 1.5 billion to 5.0 billion shares (Authorized Common Stock Proposal).

• Approval of the 2026 equity incentive plan (Equity Incentive Plan Proposal).

Corporate governance

• Inspector of Elections appointed to determine quorum and tabulate voting results.

• Quorum established with 96.73% of voting power represented.

• Stockholder list and notice of meeting procedures confirmed.