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Emeryville, CA-based NovaBay Pharmaceuticals, Inc. received stockholder approval for its liquidation and dissolution during the Special Meeting held on April 16, 2025. The decision, detailed in an SEC 8-K filing on Tuesday, marks a significant corporate resolution for the pharmaceutical company, which has struggled with declining revenues (-6.45% year-over-year) and negative EBITDA of -$4.93 million in the last twelve months. According to InvestingPro data, the company’s financial health score stands at 1.84 (FAIR), reflecting ongoing operational challenges.
The first proposal, which was the focal point of the Special Meeting, sought approval from NovaBay’s stockholders for a Plan of Complete Liquidation and Dissolution under Delaware law. The affirmative vote surpassed the majority threshold, with 3,080,743 votes for the dissolution, 42,531 against, and 228 abstentions, from a total of 5,816,204 outstanding shares. Approximately 54% of the shares were represented at the meeting, either in person or by proxy.
Additionally, stockholders granted discretionary authority to NovaBay’s Board of Directors to adjourn the Special Meeting if necessary to secure a quorum or to solicit additional proxies if there were insufficient votes in favor of the liquidation plan. This second proposal received 3,082,192 votes for, 38,562 against, and 2,748 abstentions.
With the approval of the dissolution plan, the Board of Directors now has the authorization to proceed with the liquidation of the company, although the actual commencement of the dissolution is subject to their discretion. If the Board chooses not to move forward, NovaBay Pharmaceuticals will continue to exist as a legal entity.
The company’s common stock is listed under the ticker NBY on the NYSE American exchange. NovaBay Pharmaceuticals is known for its work in developing products aimed at treating a wide range of infections without causing resistance.
This news is based on a recent press release statement and reflects the latest developments regarding NovaBay Pharmaceuticals’ future as determined by its stockholders.
In other recent news, NovaBay Pharmaceuticals has reached settlement agreements with three investment funds, resolving disputes over warrants linked to the company’s common stock. These settlements involve Sabby Volatility Warrant Master Fund Ltd., Bigger Capital Fund, LP, and District 2 Capital Fund LP, with Sabby agreeing to exercise warrants for approximately 4.99% of NovaBay’s outstanding common stock. Additionally, NovaBay has been unable to secure the necessary shareholder approval for its proposed liquidation and dissolution. During a recent meeting, only 49% of stockholders voted in favor, falling short of the required majority. Despite this setback, the board is considering holding another special meeting to seek approval for the Plan of Dissolution. In another development, NovaBay has extended the contract of its CEO, Justin M. Hall, through December 31, 2025. This extension is seen as a move toward leadership stability and continuity. These developments reflect NovaBay’s ongoing strategic and corporate governance efforts.
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