EMERYVILLE, Calif.—NovaBay Pharmaceuticals, Inc. (NYSE American: NBY), a developer of eyecare, skin care and wound care products, has announced the completion of the sale of its Avenova eyecare business and related assets to PRN Physician Recommended Nutriceuticals, LLC (PRN) for $11.5 million. The transaction represents substantially all of the assets of the company, according to the announcement. The company said it is now seeking stockholder approval for Proposal Two, which would authorize the company's complete liquidation and dissolution.

The asset sale was consummated pursuant to the asset purchase agreement dated September 19, 2024, as amended, which NovaBay stockholders approved at the special meeting of stockholders reconvened on January 16, 2025. The special meeting has been further adjourned by the company until January 30, 2025 to allow additional time for stockholders to vote only on the last remaining proposal, Proposal Two, to approve the company’s liquidation and dissolution, the announcement said.

“The divestiture of our eyecare business has allowed us to monetize this valuable asset and to return value to our stockholders, while providing the Avenova brand an opportunity to grow, flourish and reach its full potential in the future,” said Justin Hall, NovaBay CEO. “This transaction brings significant change to NovaBay, ending one chapter and creating an exciting new opportunity for the Avenova brand. We will be excited to see the brand thrive in the years to come. We appreciate the support of our stockholders in approving this transaction.”

At the special meeting that was reconvened on January 16, 2025, approximately 49 percent of all outstanding shares of common stock voted in favor of Proposal Two; however, this proposal has not exceeded the 50 percent threshold of favorable votes of all outstanding shares of common stock required for its approval, according to the company. Proposal Two provides for the approval of the dissolution of the company, which, if approved, will authorize the company to liquidate and dissolve in accordance with the plan of dissolution at the discretion of the board of directors.