Novabay Pharmaceuticals (NBY) Proxy Filing summary

Executive summary

• A 1-for-5 reverse stock split was effected on February 20, 2026, with trading on a split-adjusted basis beginning February 23, 2026.

• The company entered into a Securities Purchase Agreement on January 16, 2026, issuing pre-funded warrants for 837,696,130 (167,539,227 post-split) shares, raising approximately $134 million.

• Supplemental proxy disclosures were made following litigation alleging disclosure deficiencies, though the company denies any legal merit to these claims.

• The transaction aims to diversify the business into digital assets, with the Private Placement considered critical for this strategic shift.

Voting matters and shareholder proposals

• Stockholders are asked to approve the issuance of shares underlying pre-funded warrants from the Private Placement.

• Approval is required under NYSE American rules due to the size and pricing of the issuance, which exceeds 20% of outstanding shares at a price below the Minimum Price.

Board of directors and corporate governance

• The Audit Committee, composed of independent board members, reviewed and approved the Private Placement.

• No member of the Independent Committee has a pre-existing relationship with any Private Placement participant.

• Directors and executive officers are participants in the proxy solicitation, with their interests disclosed in the proxy statement.