NovaBay Pharmaceuticals, Inc.

DEF 14A 1 nby20260209_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant As Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, If Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

2000 Powell Street, Suite 1150

Emeryville, California 94608

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of NovaBay Pharmaceuticals, Inc.:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of NovaBay Pharmaceuticals, Inc., a Delaware corporation (“NovaBay,” the “Company”, “we,” “our” and “us”). Stockholders will be able to participate in the Special Meeting and to vote and submit questions during the virtual meeting by visiting www.virtualshareholdermeeting.com/NBY2026SM. The Special Meeting will be held for the purpose of stockholders voting upon the following proposals, each of which are described in the accompanying proxy statement (“Proxy Statement”):

(1) To approve, in accordance with Section 713 of the NYSE American LLC Company Guide, the issuance of 837,696,130 shares of common stock upon the exercise of the pre-funded warrants issued in our private placement transaction on January 16, 2026 (“Proposal One”).

(2) To approve, in accordance with Section 713 of the NYSE American LLC Company Guide, the issuance of 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 (“Proposal Two”).

(3) To approve an amendment to Article V, Paragraph D of our amended and restated certificate of incorporation (the “Charter”) to remove the prohibition against stockholder action by written consent (“Proposal Three”).

(4) To approve an amendment to the Charter to reflect Delaware General Corporate Law provisions regarding officer exculpation (“Proposal Four”).

(5) To approve an amendment to the Charter to increase the number of authorized shares of our Common Stock from 1,500,000,000 to 5,000,000,000 (“Proposal Five”).

(6) To approve the adoption of the 2026 Equity Incentive Plan (“Proposal Six”).

(7) To grant discretionary authority to the Board of Directors to adjourn the Special Meeting from time to time, if necessary or appropriate, to establish a quorum or, even if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting or after any adjournment in favor of any of the Proposals (as defined below) (“Proposal Seven”).

(8) To transact any other business that may properly come before the Special Meeting.

Proposal One through Seven are collectively referred to as the “Proposals”.

We encourage you to read the Proxy Statement in its entirety and the other documents to which we have referred you to in the Proxy Statement before voting.After careful consideration, the NovaBay Board of Directors has determined that all seven of the Proposals are advisable and in the best interests of NovaBay and its stockholders and recommends that the holders of Common Stock and the Series F Voting Retractable Preferred Stock entitled to vote with respect to each of the Proposals, vote or give instruction to vote“FOR”** Proposals One through Proposal Seven.**

You may attend the Special Meeting online, vote your shares electronically, and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/NBY2026SM and entering the 16-digit control number included in your proxy card or the voting information form provided by your bank or broker. Prior to the Special Meeting, you can vote at www.proxyvote.com using your 16-digit control number or by the other methods described in the Proxy Statement.

The record date for the Special Meeting is February 10, 2026. Only stockholders of record at the close of business on that date are entitled to notice of, and may vote at, the virtual Special Meeting or any adjournment or postponement thereof. This Notice of Special Meeting and the Proxy Statement are being distributed and made available on or about February 9, 2026.

A list of stockholders entitled to vote at the Special Meeting will be available at NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, California 94608, for a period of ten (10) days prior to the Special Meeting. If you would like to inspect the stockholder list, please contact our Corporate Secretary at (510) 899-8838. The stockholder list will also be available during the virtual Special Meeting through the following secure link www.virtualshareholdermeeting.com/NBY2026SM.