UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On September 18, 2025, NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (the “Company”) announced that, because the payment of the one-time special cash dividend of $0.80 per share for the Company’s common stock, which is to be paid on September 29, 2025 to stockholders of record as of the close of business on September 15, 2025, represents more than 25% of the price of the Company’s common stock, NYSE American advised the Company that its common stock will trade with “due bills” representing an assignment of the right to receive the special dividend from the record date of September 15, 2025 through the close of trading on NYSE American on September 29, 2025, which is the payment date and the last day of trading before the September 30, 2025 ex-dividend date (this period of time representing the “Dividend Right Period”).
Stockholders who sell their common stock during the Dividend Right Period will be selling their right to the special dividend, and such stockholders will not be entitled to receive the special dividend. Due bills obligate a seller of common stock to deliver the special dividend payable on such common stock to the buyer (i.e., a dividend right). Due bill obligations are customarily settled between the brokers representing the buyers and the sellers of shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Company’s common stock should consult their brokers before trading to be sure they understand the effect of NYSE American’s due bill procedures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press release, dated September 18, 2025, from the Company |
| 1 |
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, thereunto duly authorized.
| Date: September 18, 2025 | NovaBay® Pharmaceuticals, Inc. | ||
| By: | /s/ David Lazar | ||
| Name: | David Lazar | ||
| Title: | Chief Executive Officer | ||
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