nby20200403

0001437749-20-007137.txt : 20200403 0001437749-20-007137.hdr.sgml : 20200403 20200403163042 ACCESSION NUMBER: 0001437749-20-007137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200331 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20200403 DATE AS OF CHANGE: 20200403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NovaBay Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001389545 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 680454536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33678 FILM NUMBER: 20773785 BUSINESS ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 1150 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: (510) 899-8800 MAIL ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 1150 CITY: EMERYVILLE STATE: CA ZIP: 94608 8-K 1 nby20200403_8k.htm FORM 8-K nby20200403_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of earliest event reported: March 31, 2020

NovaBay Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33678

68-0454536

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2000 Powell Street, Suite 1150, Emeryville, CA 94608

(Address of Principal Executive Offices) (Zip Code)

(510) 899-8800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share		NBY		NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On March 31, 2020, Ms. Gail Maderis informed NovaBay Pharmaceuticals, Inc. (the “Company”) of her resignation as a member of the Company’s Board of Directors (the “Board”), with such resignation to be effective immediately. The Board appointed an existing independent Board member, Ms. Swan Sit, to fulfill the vacancies left on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as a result of Ms. Maderis’ resignation. Further, the Board appointed Dr. Yenyou (Jeff) Zheng to serve as both the Chairman of the Audit Committee and as the Audit Committee Financial Expert, also resulting from Ms. Maderis’ resignation from those roles.

Ms. Maderis did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board accepted the resignation of Ms. Maderis and reduced the size of the Board from seven to six members effective with her resignation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NovaBay Pharmaceuticals, Inc. (Registrant)

	By:	/s/ Justin Hall
		Justin Hall
		President, Chief Executive Officer and General Counsel

Dated: April 3, 2020