NovaBay Pharmaceuticals, Inc. 8-K

What Happened

• NovaBay Pharmaceuticals, Inc. announced on January 20, 2026 that it entered into an At‑The‑Market (ATM) Sales Agreement with Virtu Americas LLC. Under the agreement, NovaBay may offer and sell up to $100.0 million aggregate offering price of its common stock from time to time through Virtu as sales agent or principal. Sales will be made pursuant to the company’s effective shelf registration statement on Form S‑3 (Reg. No. 333‑290712) and a prospectus supplement dated January 20, 2026.

Key Details

• Aggregate amount: up to $100.0 million of common stock may be sold under the Sales Agreement.
• Sales agent: Virtu Americas LLC will act as sales agent or principal and will use commercially reasonable efforts to sell stock per the company’s instructions.
• Fees and terms: NovaBay will pay Virtu a commission of up to 2.0% of gross proceeds from any sales; the company is not obligated to sell any shares.
• Mechanics and filings: Sales may occur on the NYSE or other trading markets as permitted by Rule 415 (an “at the market offering”); the Sales Agreement is filed as Exhibit 1.1 and sales are being made under the company’s Form S‑3 shelf.

Why It Matters

• This agreement gives NovaBay a flexible tool to raise capital over time when market conditions are favorable, without a single large underwriting.
• If and when shares are sold, investors will see dilution of existing share ownership and transaction costs (commissions up to 2.0%).
• There is no immediate issuance or guaranteed proceeds — actual capital raised depends on if and when NovaBay elects to sell shares and on market demand and pricing.