ISS Recommends NovaBay Stockholders Approve Proposals for Avenova Sale and Company Liquidation
NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announced that Institutional Shareholder Services (ISS), the leading institutional advisory firm, has recommended that NovaBay stockholders vote in favor of the Company’s two key proposals. These include the authorization to sell its eyecare business (the “Asset Sale Proposal”) and the approval of a voluntary liquidation and dissolution (the “Dissolution Proposal”).
ISS highlighted that the asset sale is the best available option to maximize shareholder value, as it offers cash consideration, providing liquidity and certainty for NovaBay stockholders. ISS also cautioned that failure to approve the sale may pose downside risks for stockholders.
The NovaBay Board of Directors fully supports both proposals. The Asset Sale Proposal seeks stockholder approval for the sale of the Company’s Avenova® business to PRN Physician Recommended Nutriceuticals, LLC (“PRN”) for $11.5 million in cash, subject to adjustments. The Dissolution Proposal outlines the Company’s plan to wind down operations, settle any outstanding obligations, and distribute any remaining proceeds to stockholders, under the discretion of the Board.
ISS emphasized that the cash sale provides clear value, with no immediate comparable alternatives. ISS serves over 2,000 institutional clients globally, assisting them in making informed investment decisions and managing their voting responsibilities.
Stockholders of record as of October 15, 2024, are invited to attend the virtual Special Meeting on November 22, 2024, at 11:00 a.m. Pacific time, where they can vote on the proposals. Those with questions or who need assistance voting may contact NovaBay’s proxy solicitation firm, Sodali & Co., at 1-800-607-0088 or via email at [email protected].
About NovaBay Pharmaceuticals, Inc.
NovaBay Pharmaceuticals’ flagship product, Avenova® Lid & Lash Cleansing Spray, is a leading solution for blepharitis and dry eye disease, recommended by eyecare professionals. Manufactured in the U.S., Avenova is available for purchase through online platforms, including Amazon and Avenova.com.
Forward-Looking Statements
This release contains forward-looking statements based on the Company’s current expectations and projections. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from expectations. Risks related to the proposed transactions with PRN and the Company’s potential liquidation and dissolution are outlined in the Company’s SEC filings, including the Special Meeting Proxy Statement.
Additional Information
Stockholders are urged to read the Special Meeting Proxy Statement and any amendments or supplements, which contain important details. These documents are available on the SEC’s website and NovaBay’s investor relations page.
