Good day, and welcome to the NovaBay Pharmaceuticals, Inc. special meeting. Today's presentation is being recorded. At this time, I'd like to turn the conference over to Mr. Michael Kazley. Please go ahead, sir.
Hi. Welcome to the 2026 special meeting of stockholders of NovaBay Pharmaceuticals, Inc., which I will refer to as NovaBay or the Company. It is now 11 a.m. Pacific Time, and the meeting will please come to order. My name is Michael Kazley, and as Chief Executive Officer of NovaBay and Chairman of the Board of Directors, I will preside over this meeting and serve as its Chair. I would now like to introduce you to the other members of our Board of Directors and guests who are participating virtually today. Paul E. Freiman, a director and Chair of the Compensation Committee. Swan Sit, a director, and Yenyou (Jeff) Zheng, a director and Chair of the Audit Committee and the Nominating and Corporate Governance Committee. Also present with us today are Tommy Law, Chief Financial Officer, who will act as Secretary.
Henry Blinn of ROI Capital, and Kathy Weeden, a representative of Broadridge Financial Solutions, Inc., who will serve as the Inspector of Elections. Today, we will proceed as follows. First, we will hold our 2026 special meeting of stockholders, which will be a formal session to address the official business of the meeting, which includes voting on the six proposals that are being presented to stockholders at this special meeting. We have encouraged each stockholder to carefully read the Proxy Statement as supplemented to be informed on their vote of all proposals presented at this special meeting. Each of these proposals are described and set forth in the Proxy Statement filed with the U.S. Securities and Exchange Commission on February 10, 2026, as supplemented from time to time that was prepared for this special meeting and made available to stockholders in advance of this meeting.
Following the formal session of the meeting, we will have an informal question- and- answer session. In fairness to all stockholders attending the Special Meeting today, in the interest of an orderly meeting, when stockholders or other authorized proxies are provided with an opportunity to speak and/or ask questions during this meeting, we ask you to honor the Rules of Conduct, a copy of which was provided to you when you accessed the virtual meeting room.
Proof of notice of the special meetings will be filed with the minutes. The record date for this meeting was the close of business on February 10, 2026. An affidavit from Broadridge has been delivered attesting to the fact that our servicer that our Notice of Special Meeting and Proxy Statement, which were distributed and made available beginning on February 10, 2026 to stockholders of record as of the record date. The list of stockholders entitled to vote at the meeting has been available at the Company's principal executive office for the past 10 days and is available during the meeting via the secure link in the virtual meeting portal. The affidavit of Broadridge is hereby accepted.
The Board of Directors has appointed Kathy Weeden of Broadridge to serve as the Inspector of Elections, and she will determine the presence of a quorum and tabulate the results of the voting on each of the proposals that are presented at this Special Meeting. As of the February 10, 2026 record date, NovaBay had 130,623,414 shares of our common stock outstanding and 1,346,633 shares of Series F Preferred Stock, having the voting equivalent of an aggregate of 561,886 shares of Common Stock outstanding.
At this time, the Inspector of Elections has examined the proxies received, and she reports that 131,185,300 shares of the oCmpany's Common Stock and shares of the Company's Series F Preferred Stock, constituting approximately 96.73% of the voting power of Company securities outstanding and entitled to vote at this meeting, are represented in person or by proxy, and therefore a quorum is present. For Proposal Five, the separate class quorum of one-third of the voting power of the outstanding shares of Common Stock is present, with 92.88% of common shares represented. Therefore, we will now proceed with the business of this meeting.
The first item to be voted upon today is to approve the issuance of 837,696,130 shares of Common Stock upon exercise of Pre-Funded Warrants from the Private Placement Issuance Proposal. as further described in the Proxy Statement filed on February 10, 2026, we refer to this as the Private Placement Issuance Proposal. The Board of Directors has recommended approving the Private Placement Issuance Proposal. Do I have a motion for the approval of the Private Placement Issuance Proposal?
Moved.
I second the motion that has been made.
The floor is now open for any questions or comments concerning the Private Placement Issuance Proposal. There being no commentary on this matter, I believe that concludes our discussion with respect to the Private Placement Issuance Proposal. We will now vote on the approval of the Private Placement Issuance roposal. The Board of Directors has recommended a vote for the Private Placement Issuance Proposal. anyone wishing to vote in person at this virtual meeting, please mark the corresponding boxes on your online ballot now. The ballots and proxies will remain open until after all of the formal matters to be considered have been voted upon.
The second item to be considered is the approval of the issuance of 5,405,406 shares of Common Stock upon exercise of pre-funded warrants from October 2025, as further described in the Proxy Statement filed on February 10, 2026. We refer to this proposal as the October Warrant Share Issuance Proposal. The Board of Directors has recommended approving the October Warrant Share Issuance Proposal. Do I have a motion for the approval of the October Warrant Share Issuance Proposal?
Moved. I second the motion that has been made.
The floor is now open for any questions or comments concerning the October Warrant Share Issuance Proposal. There being no commentary on this matter, I believe that concludes our discussion with respect to the October Warrant Share Issuance Proposal. We will now vote on the October Warrant Share Issuance Proposal. The Board of Directors has recommended a vote for the October Warrant Share Issuance Proposal. Anyone wishing to vote in person at this virtual meeting, please mark the corresponding boxes on your online ballot now. The ballots and proxies will remain open until after all of the formal matters to be considered have been voted upon. The third item to be voted upon today is the approval of an amendment to our amended and restated certificate of incorporation as amended to permit stockholder action by written consent, as further described in the Proxy Statement filed on February 10, 2026.
We refer to this proposal as the Written Consent Proposal?. The Board of Directors has recommended approving the Written Consent Proposal?. Do I have a motion for the approval of the Written Consent Proposal??
Moved. I second the motion that has been made.
The floor is now open for any questions or comments concerning the Written Consent Proposal?. There being no commentary on this matter, we will now vote on the Written Consent Proposal?. The Board of Directors has recommended a vote for the Written Consent Proposal?. Anyone wishing to vote in person at this virtual meeting, please mark the corresponding boxes on your online ballot now. The ballots and proxies will remain open until after all the formal matters to be considered have been voted upon. The fourth item to be considered at this special meeting is the approval of an amendment to our amended and restated certificate of incorporation as amended to provide for officer exculpation under Delaware law. As further described in the Proxy Statement filed on February 10, 2026. We refer to this proposal as the Officer Exculpation Proposal. The Board of Directors has recommended approving the Officer Exculpation Proposal.
Do I have a motion for the approval of the Officer Exculpation Proposal?
Moved. I second the motion that has been made.
The floor is now open for any questions or comments concerning the Officer Exculpation Proposal. There being no commentary on this matter, I believe that concludes our discussion. The Board of Directors has recommended a vote for the Officer Exculpation Proposal. Anyone wishing to vote in person at this virtual meeting, please mark the corresponding boxes on your online ballot now. The ballots and proxies will remain open until after all of the formal matters to be considered have been voted upon. The fifth item to be considered is the approval of an amendment to our amended and restated certificate of incorporation as amended to increase the number of authorized shares of our common stock from 1.5 billion shares to 5.0 billion shares as further described in the Proxy Statement filed on February 10, 2026.
We refer to this proposal as the Authorized Common Stock Proposal. The Board of Directors has recommended approving the Authorized Common Stock Proposal. Do I have a motion for the approval of the Authorized Common Stock Proposal?
Moved. I second the motion that has been made.
The floor is now open for any questions or comments Authorized Common Stock Proposal. There being no commentary on this matter, I believe that concludes our discussion. The Board of Directors has recommended a vote Authorized Common Stock Proposal. Anyone wishing to vote in person at this virtual meeting, please mark the corresponding boxes on your online ballot now. The ballots and proxies will remain open until after all of the formal matters to be considered have been voted upon. The sixth item to be considered is the approval of the 2026 equity incentive plan, as further described in the Proxy Statement filed on February 10, 2026. We refer to this proposal as the Equity Incentive Plan Proposal. The board has recommended approving the Equity Incentive Plan Proposal. Do I have a motion for the approval of the Equity Incentive Plan Proposal?
Moved.
I second the motion that has been made.
The floor is now open for any questions or comments concerning the Equity Incentive Plan Proposal. There being no commentary on this matter, I believe that concludes our discussion. The Board of Directors has recommended a vote for the Equity Incentive Plan Proposal. Anyone wishing to vote in person at this virtual meeting, please mark the corresponding boxes on your online ballot now. The ballots and proxies will remain open until after all of the formal matters to be considered have been voted upon. The last proposal raised is the adjournment of this meeting to establish a quorum or to permit further solicitation of proxies in the event that there are not sufficient votes at the time of this meeting to approve all the proposals. As a quorum has been established and the related votes have been obtained, voting on this matter will not be further raised.
The time is now 11:14 a.m. Pacific Time. Voting has now ended for each of the six proposals that are being voted on today, and the polls are now closed for such six approval proposals. Let's take a few moments to ensure all of the online ballots have been properly submitted to the Inspector of Elections for the six proposals being voted on today. Miss Kathy Weeden, would you please present the preliminary report of the Inspector of Elections?
The Private Placement Issuance Proposal, the October Warrant Share Issuance Proposal, the Written Consent Proposal , the Authorized Common Stock Proposal, and the Equity Incentive Plan Proposal have each been approved by stockholders. I will now turn the floor back over to the company's CEO, Mr. Michael Kazley.
At this time, we would like to entertain questions or comments from our stockholders. We would appreciate your identifying yourself by name and/or organization. Please feel free to address your questions specifically to any of the officers or directors who are present. If there are no questions, we will conclude this question and answer session. This concludes the 2026 special meeting. Thank you for attending today and for your continued interest in NovaBay Pharmaceuticals, Inc.
Once again, that does conclude today's presentation. We thank you all for your participation. You may now disconnect.