NovaBay Pharmaceuticals, Inc. 8-K

What Happened NovaBay Pharmaceuticals announced on Form 8-K that its independent registered public accounting firm, WithumSmith+Brown, PC, notified the company on January 22, 2026 that it is declining to stand for re-appointment as auditor for the fiscal year ending December 31, 2025. Withum had served as NovaBay’s auditor since 2010. Withum’s audit reports for the fiscal years ended December 31, 2024 and 2023 contained no adverse opinions or qualifications except an explanatory paragraph about the company seeking stockholder approval to dissolve and distribute remaining assets.

Key Details

• Withum notified NovaBay on January 22, 2026 that it will not stand for re-appointment for fiscal 2025.
• Withum served as NovaBay’s independent auditor since 2010.
• Withum’s audit reports for 2024 and 2023 had no adverse opinion or disclaimer and no qualifications other than an explanatory paragraph regarding possible company dissolution.
• The company reports: no disagreements or reportable events with Withum for 2023–2024 or the interim period; Withum authorized to respond to successor auditor inquiries. Withum’s letter dated January 27, 2026 is filed as Exhibit 16.1.

Why It Matters A change in the company’s independent auditor is a material corporate governance event that investors watch because the auditor reviews and reports on the company’s financial statements. NovaBay is actively seeking a new independent registered public accounting firm and will disclose the engagement when finalized. Investors should note that Withum’s recent audit reports were unqualified (aside from the explanatory paragraph) and that the company reported no disagreements or reportable events with Withum.