NovaBay Pharmaceuticals, Inc. 8-K

What Happened

• On March 12, 2026, NovaBay Pharmaceuticals, Inc. filed a Second Amended and Restated Certificate of Incorporation (effective upon filing) after the board and stockholders approved changes at a special meeting the same day. The amended charter (i) removes the prohibition on stockholder action by written consent, (ii) adds officer exculpation to the fullest extent permitted by law in limited circumstances, and (iii) increases authorized common stock to 5,000,000,000 shares (par value $0.01). The company also received stockholder approval to issue shares upon exercise of pre-funded warrants and to adopt a 2026 Equity Incentive Plan.

Key Details

• Authorized common shares increased from 1,500,000,000 to 5,000,000,000.
• Approval to issue 837,696,130 shares upon exercise of pre-funded warrants from the January 16, 2026 private placement (vote: For 123,352,588; Against 1,476,035; Abstain 4,552).
• Approval to issue 5,405,406 shares upon exercise of pre-funded warrants from the October 16, 2025 private placement (vote: For 124,343,389; Against 485,209; Abstain 4,577).
• Stockholders approved removing the written-consent prohibition and adopting officer exculpation provisions; the 2026 Equity Incentive Plan was also approved.

Why It Matters

• Increasing authorized shares gives NovaBay flexibility to issue additional shares for financings, warrant exercises, equity compensation, or strategic transactions; when exercised, the approved pre-funded warrants will meaningfully increase the share count (noted above).
• Removing the prohibition on written consents and adding officer exculpation change governance dynamics: written consents can allow quicker shareholder actions outside of formal meetings, while exculpation can limit certain monetary claims against officers.
• Adoption of the 2026 Equity Incentive Plan creates a formal vehicle for future stock-based compensation, which can impact dilution over time. Investors should monitor future filings for actual issuances, outstanding share counts, and the company's use of the newly authorized shares.