8-K: NovaBay Secures $100M At-The-Market Equity Facility

NovaBay Pharmaceuticals, Inc. has established an At-The-Market (ATM) sales agreement with Virtu Americas LLC, allowing it to sell up to $100 million of common stock.

Summary

• NovaBay Pharmaceuticals, Inc. entered into an At-The-Market (ATM) Sales Agreement with Virtu Americas LLC on January 20, 2026.
• The agreement permits NovaBay to offer and sell shares of its common stock, par value $0.01 per share, with an aggregate offering price of up to $100.0 million.
• Sales will be conducted through Virtu Americas LLC as a sales agent or principal, utilizing an "at the market offering" method on the NYSE American or other existing trading markets.
• NovaBay will pay Virtu Americas LLC a commission of up to 2.0% of the gross proceeds from any sales made under the agreement.
• The company is not obligated to make any sales under this agreement, providing flexibility in its capital raising efforts.
• The offering is made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-290712), originally filed October 3, 2025, amended November 25, 2025, and a prospectus supplement dated January 20, 2026.
• As of January 16, 2026, the aggregate market value of NovaBay's non-affiliate common equity was approximately $160,102,856 million.

Sentiment

Score: 6

Explanation: The agreement provides NovaBay with a flexible and efficient mechanism to raise capital, which is generally positive for liquidity and funding future operations. However, the potential for significant shareholder dilution from the sale of up to $100 million in common stock introduces a negative aspect, balancing the overall sentiment to moderately positive.

Positives

• Provides NovaBay Pharmaceuticals, Inc. with a flexible and efficient mechanism to raise capital as needed.
• Allows the company to access public markets for funding without the need for a traditional underwritten offering, potentially reducing costs and time.
• The "at the market" nature allows sales to be made opportunistically, potentially minimizing market impact compared to a large block offering.

Negatives

• The potential sale of up to $100.0 million in common stock could lead to significant dilution for existing shareholders.
• The continuous nature of an ATM offering can create an overhang on the stock, potentially suppressing its price.
• The company will incur commissions of up to 2.0% on gross proceeds, reducing the net funds received.

Risks

• Share Dilution: Future sales of common stock under the ATM agreement will increase the number of outstanding shares, diluting the ownership interest of existing shareholders.
• Stock Price Volatility: The timing and volume of sales under the ATM program could introduce volatility or downward pressure on the company's stock price.
• Market Conditions: The ability to raise capital and the price at which shares can be sold are dependent on prevailing market conditions and investor demand.
• Uncertainty of Proceeds: There is no guarantee that the company will be able to sell the full $100.0 million or any specific amount of shares, as sales are discretionary and market-dependent.

Future Outlook

The ATM Sales Agreement provides NovaBay Pharmaceuticals, Inc. with a flexible financing tool to potentially raise capital for general corporate purposes, as described in its prospectus, without committing to a fixed offering size or timeline.

Management Comments

• NovaBay Pharmaceuticals, Inc. confirms its agreement with Virtu Americas LLC.
• The Company is not obligated to make any sales of Common Stock under the Sales Agreement.

Industry Context

At-The-Market (ATM) equity offerings are a common financing strategy for publicly traded companies, particularly those in the biotechnology and pharmaceutical sectors, to efficiently raise capital over time. This method provides flexibility in timing and pricing, allowing companies to tap into market demand as it arises, often used for general corporate purposes, working capital, or funding ongoing research and development.

Comparison to Industry Standards

• ATM offerings are a standard and widely accepted method for public companies to raise capital incrementally, especially for those with smaller market capitalizations or in growth phases.
• The commission rate of up to 2.0% is within the typical range for ATM facilities, which generally vary from 1% to 3% depending on the issuer's size, liquidity, and market conditions.
• The use of a Form S-3 shelf registration statement is standard practice for well-established public companies to facilitate such offerings.

Stakeholder Impact

• Shareholders: Potential for dilution of existing shareholdings as new shares are issued.
• Company: Enhanced financial flexibility and access to capital for general corporate purposes, potentially supporting operations and strategic initiatives.

Next Steps

• NovaBay Pharmaceuticals, Inc. may, from time to time, issue and sell common stock through Virtu Americas LLC under the terms of the agreement.
• The company will provide Placement Notices to the Agent when it wishes to initiate sales.

Key Dates

Keywords

NovaBay Pharmaceuticals, NBY, ATM Sales Agreement, At-The-Market, Equity Offering, Capital Raise, Common Stock, Virtu Americas, SEC Filing, Form S-3, Dilution