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data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-06-29 (0001437749-21-016073).md

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+8-K 1 nby20210629b_8k.htm FORM 8-K 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM 8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** June 29, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+---|---  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**_Title of Each Class_** |  |  **_Trading Symbol(s)_** |  |  **_Name of Each Exchange On Which Registered_**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.02** |  **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers**  
+---|---  
+  
+(b) On June 29, 2021, Wang Xu, a named executive officer of NovaBay Pharmaceuticals, Inc. (the “Company”), voluntarily resigned as the Company’s Senior Manager and Controller to be effective as of July 23, 2021. The Company has started its search for a permanent replacement for Ms. Xu whose duties will be handled in the interim by existing company resources and/or a temporary consultant.
+
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin M. Hall  
+|  |  Justin M. Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: June 30, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-07-15 (0001437749-21-017299).md

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+8-K 1 nby20210721_8k.htm FORM 8-K 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM 8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** July 15, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**_Title of Each Class_** |  **_Trading Symbol(s)_** |  **_Name of Each Exchange On Which_** **_Registered_**  
+---|---|---  
+Common Stock, par value $0.01 per share |  NBY |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 4.01** **Changes in Company's Certifying Accountant**
+
+OUM & Co. LLP (“OUM”) has been the independent registered public accounting firm of NovaBay Pharmaceuticals, Inc. (the “Company”) since 2011. OUM informed the Company on July 15, 2021 that certain assets of OUM were acquired by WithumSmith+Brown, PC (“Withum”) on the same day.
+
+As a result of such acquisition, on July 15, 2021, OUM resigned as the Company’s independent registered public accounting firm. Concurrent with such resignation, the Company, with the approval of its Audit Committee, consented to the assignment and assumption of OUM’s engagement with the Company to Withum. Withum has been engaged to serve as the Company’s independent registered public accounting firm.
+
+The audit reports of OUM on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report on the consolidated financial statements of the Company for the year ended December 31, 2019 contained an explanatory paragraph expressing substantial doubt regarding the Company’s ability to continue as a going concern.
+
+During the Company’s fiscal years ended December 31, 2020 and 2019, and through the subsequent interim period preceding OUM’s resignation and in connection with the audit of the Company’s consolidated financial statements for such periods, there were no disagreements between the Company and OUM on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedures, which disagreements, if not resolved to the satisfaction of OUM, would have caused OUM to make reference to the subject matter of such disagreements in their audit reports on the Company’s consolidated financial statements.
+
+During the Company's fiscal years ended December 31, 2020 and 2019, and the subsequent interim period from January 1, 2021 to the date of this report, (i) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and (ii) the Company did not consult with OUM regarding any of the matters set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
+
+The Company has provided OUM with a copy of the disclosures in this report and has requested that OUM furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not OUM agrees with the statements in this Item 4.01. A copy of this letter is filed as Exhibit 16.1 to this report.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d)  _Exhibits_
+
+Exhibit No. |  |  Description  
+---|---|---  
+16.1 |  |  [Letter to the Securities and Exchange Commission from OUM & Co. LLP, dated July 21, 2021](<ex_265781.htm>)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By: |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: July 21, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-09-27 (0001437749-21-022779).md

@@ -0,0 +1,119 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** September 27, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
+
+Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01** **Entry into a Material Definitive Agreement.**
+
+On September 27, 2021, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Membership Unit Purchase Agreement (the “Purchase Agreement”) by and among (i) the Company, (ii) DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”), (iii) Jeff Kunin and Audrey Kunin, individuals residing in the State of Kansas (the “Founders”); (iv) Papillon Partners, Inc., a Missouri corporation that is owned by the Founders (“Papillon”); and (v) Midwest Growth Partners, L.L.L.P., an Iowa limited liability limited partnership (“MGP” and together with Papillon, the “Sellers”). Pursuant to the Purchase Agreement, the Company will acquire 100% of the membership units (“the “Membership Units”) of DERMAdoctor (the “Transaction”), a company that develops, manufactures, markets, brands, distributes and sells a variety of skincare products for consumers to address certain dermatological conditions.
+
+Upon consummation of the Transaction as contemplated by the Purchase Agreement (the “Closing”), the Company will acquire the Membership Units from the Sellers for a Closing purchase price of $12.0 million (subject to certain adjustments for indebtedness, transaction expenses and cash of DERMAdoctor at Closing as set forth in the Purchase Agreement) (the “Closing Cash Consideration”) and potential earn out payments of up to $3.0 million over a period of two years post-Closing. Under the terms of the Purchase Agreement, Papillon and MGP will receive approximately 82.2% and 17.8%, respectively, of the Closing Cash Consideration and subsequent earn out payments, if any. An aggregate amount of $1.2 million of the Closing Cash Consideration will be held in escrow for 12 months after the Closing to secure certain payment and indemnification obligations of DERMAdoctor, the Founders and the Sellers, as applicable and in accordance with the terms of the Purchase Agreement.
+
+The Sellers are entitled to earn out payments after Closing for the 2022 and 2023 calendar years if the legacy business of DERMAdoctor achieves certain contribution margin targets each year, subject to a maximum aggregate earn out payment of $1.5 million for each calendar year. If earned, the Sellers may elect for the earn out payments to be paid in cash or unregistered shares of the Company’s common stock, with the number of shares determined by dividing the applicable earn out payment by the average closing stock price of the Company’s common stock on the prior ten trading days before the earn out payment is finally determined. Such shares of the Company’s common stock would be issued pursuant to a private placement exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and by Rule 506 of Regulation D.
+
+Pursuant to the Purchase Agreement, each of the Founders agreed to enter into an employment agreement with DERMAdoctor at Closing pursuant to which Jeff Kunin and Audrey Kunin will serve as DERMAdoctor’s President and Chief Product Officer, respectively. The employment agreements will provide for: (i) a term of two years; (ii) a minimum annual base salary of $150,000 and $200,000 for Jeff Kunin and Audrey Kunin, respectively; (iii) the opportunity for Jeff Kunin and Audrey Kunin to earn an annual performance bonus in an amount up to 35% (dependent on meeting certain contribution margin targets each year) of his base salary and 100% (60% of which is dependent on the achievement of specific milestones, her performance and the Company’s financial progress as evaluated by the Company’s management and 40% of which is dependent on meeting certain contribution margin targets each year) of her base salary, respectively; and (iv) equity grants to Audrey Kunin of 300,000 performance restricted stock units and 150,000 stock options under the Company’s 2017 Omnibus Incentive Plan. Further, pursuant to the Purchase Agreement, at Closing, the Company will enter into a Side Letter regarding the conditions and timing as to the appointment of Audrey Kunin to the Company’s Board of Directors, which includes complying with all rules and regulations of NYSE American.
+
+* * *
+
+The Closing is subject to certain conditions, including the Company completing a financing(s) to raise capital sufficient to fund the purchase price for the Transaction, which the Company expects to complete in the fourth quarter of 2021. Either the Company or the Founders may terminate the Purchase Agreement if the Closing has not occurred on or before November 17, 2021, subject to the terms of the Purchase Agreement.
+
+The Purchase Agreement contains various representations, warranties and covenants of the parties that are customary for a transaction of this nature, including the Founders and the Sellers agreeing to a five year, post-Closing non-compete (to not engage in competitive business activities with DERMAdoctor) and non-solicit (to not solicit any employees of the Company or DERMAdoctor). The representations and warranties made by the parties in the Purchase Agreement are to, and solely for the benefit of, each other. The assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Purchase Agreement. While the Company does not believe that these disclosure schedules contain information that the securities laws require the parties to publicly disclose, other than information that has already been so disclosed, they do contain information that modifies, qualifies and creates exceptions to the representations and warranties of the parties set forth in the Purchase Agreement. Investors should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about the parties because they were only made as of the date of the Purchase Agreement and are modified in important part by the underlying disclosure schedules. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties rather than establishing matters as fact. Further, information concerning the subject matter of the representations and warranties may have changed since the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
+
+The foregoing description contains only a brief description of the material terms and does not purport to be a complete description of the rights and obligations of the parties to the Purchase Agreement, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
+
+**Item 3.02** **Unregistered Sales of Equity Securities.**
+
+The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
+
+**Item 7.01** **Regulation FD Disclosure.**
+
+On September 28, 2021, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.
+
+The information contained in this Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
+
+* * *
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+_This report contains forward looking statements within the meaning of the_ “ _safe harbor_ ” _provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial progress and future financial performance of the Company as well as the Transaction. This release contains forward-looking statements that are based upon management_ ’ _s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding our current product offerings and marketing efforts, the financial impact of the proposed Transaction with DERMAdoctor, our partnerships, and any future revenue that may result from selling our products, as well as generally the Company_ ’ _s expected future financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company_ ’ _s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this press release, are detailed in the Company_ ’ _s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Securities and Exchange Commission, especially under the heading_ “ _Risk Factors._ ” _The forward-looking statements in this release speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law._
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+2.1* |  |  [Membership Unit Purchase Agreement, dated September 27, 2021, by and among the Company, DERMAdoctor, the Founders and the Sellers](<ex_286899.htm>)  
+99.1 |  |  [Press Release, dated September 28, 2021](<ex_286915.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+*Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions are not material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the SEC upon request.  
+---  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By: |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: September 28, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-10-29 (0001437749-21-024705).md

@@ -0,0 +1,191 @@
+\--12-31
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** October 29, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01** **Entry into a Material Definitive Agreement**
+
+On October 29, 2021, NovaBay Pharmaceuticals, Inc. (“** _NovaBay_** ”, the “** _Company_** ”) entered into a Securities Purchase Agreement (the “** _Securities Purchase Agreement_** ”) with each of the purchasers named therein (the “** _Purchasers_** ”) that provides for the Company to sell in a private placement (i) an aggregate of 15,000 shares of Series B non-voting convertible preferred stock, par value $0.01 per share (the “** _Preferred Stock_** ”) convertible into an aggregate of 37,500,000 shares (the “** _Conversion Shares_** ”) of NovaBay common stock, par value $0.01 (the “** _Common Stock_** ”)**** and (ii) Common Stock warrants (the “** _Warrants_** ”) exercisable for 37,500,000 shares (the “** _Warrant Shares_** ”) of Common Stock for an aggregate purchase price of $15,000,000 (collectively, the “** _Private Placement_** ”). Ladenburg Thalmann & Co. Inc. has agreed to serve as placement agent for the Private Placement in exchange for a commission equal to eight percent (8%) of the gross proceeds received by the Company upon the closing of the Private Placement, as well as reimbursement of certain related expenses in an amount not to exceed $60,000. The Company expects to close the Private Placement on or about November 2, 2021, subject to satisfaction of the closing conditions in the Securities Purchase Agreement (the “** _Placement Closing Date_** ”). A copy of the form of Securities Purchase Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K.
+
+The Company previously announced in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “** _Commission_** ”) on September 28, 2021, that it had entered into a Membership Unit Purchase Agreement to acquire DERMAdoctor, LLC (“** _DERMAdoctor_** ”), and that the consummation of the acquisition transaction was subject to NovaBay completing a financing transaction to raise capital sufficient to fund the purchase price for this acquisition. Pursuant to the Securities Purchase Agreement, the Company agreed to use the net proceeds received from the Private Placement to partially fund the purchase price to acquire DERMAdoctor, and for working capital purposes, and not to use the proceeds (a) for satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for redemption of any Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement), (c) for settlement of any outstanding litigation or (d) in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.
+
+**Securities Purchase Agreement**
+
+The Securities Purchase Agreement entered into by the Company and the Purchasers contains representations, warranties, and covenants of the Company and each of the Purchasers, as well as indemnification rights, and other obligations of the parties.
+
+Under the terms of the Securities Purchase Agreement, the Company agreed to reserve and maintain a sufficient number of shares of Common Stock upon the future conversion of the Preferred Stock and exercise of the Warrants in accordance with their terms. The Company agreed that it shall maintain a reserve equal to the full amount of the Conversion Shares from its duly authorized shares of Common Stock that will be issuable upon conversion of the Preferred Stock. After reservation of the Conversion Shares, the Company will not have a sufficient number of authorized shares of Common Stock under its Amended and Restated Certificate of Incorporation, as amended (the “** _Certificate of Incorporation_** ”) to reserve for issuance upon exercise of all of the Warrants. Pursuant to the Securities Purchase Agreement, NovaBay agreed to use commercially reasonable efforts to take the necessary corporate action seek stockholder approval to amend the Certificate of Incorporation to provide for an increase in the number of authorized but unissued shares of Common Stock to allow for the full exercise of the Warrants (the “** _Authorized Share Increase_** ”).
+
+Since NovaBay’s Common Stock is currently listed on the NYSE American, NovaBay is required to comply with the continued listing rules of the NYSE American Company Guide, and among these requirements are Section 713(a) and (b) of the NYSE American Company Guide. Section 713(a) of the NYSE American Company Guide requires stockholder approval in connection with any transaction, other than a public offering, involving the sale, issuance, or potential issuance, of common stock or securities convertible into common stock, equal to 20.0% or more of presently outstanding stock for less than the greater of book or market value (whichever is greater). Section 713(b) of the NYSE American Company Guide requires stockholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) when the issuance or potential issuance of additional shares may result in a change of control of the issuer. As a result of the significant number of shares of Common Stock that may be issued upon the future conversion of the Preferred Stock and exercise of the Warrants compared to the currently issued and outstanding shares of Common Stock, the Company will be required to obtain stockholder approval in accordance with the NYSE American Company Guide Rule 713(a) and Rule 713(b) (the “** _Share Conversion Approval_** ”). Pursuant to the Securities Purchase Agreement, the Company agreed to promptly hold a meeting of stockholders within sixty (60) days (or within ninety (90) days in certain circumstances) after the Placement Closing Date for the purpose of obtaining stockholder approval of the Share Conversion Approval, as well as the Authorized Share Increase. To the extent that stockholder approval is not obtained, then the Company will be required to submit these matters for consideration of Company stockholders at subsequent meetings to occur every four (4) months.
+
+* * *
+
+Pursuant to the Securities Purchase Agreement, the Company agreed to certain other covenants after the Placement Closing Date, which include:
+
+|  ● |  a restriction upon (x) the Company’s issuance of, or entering into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement), (y) incur, enter into any agreement to incur, or announce the incurrence or propose the incurrence of any indebtedness, or (z) file any registration statement or any amendment or supplement thereto other than in connection with the Private Placement, until ninety (90) days after the later of (i) the Authorized Share Increase and the Share Conversion Approval being approved by stockholders or (ii) the effective date of the initial registration statement registering the Common Stock underlying the Preferred Stock;  
+---|---|---  
+|  ● |  the payment of partial liquidated damages to the holders of Preferred Stock in certain circumstances, which include when the Company (i) is not in compliance with the public information requirements under Rule 144 of the Securities Act of 1933, as amended (the “** _Securities Act_** ”) or (ii) has not removed restrictive legends within the timing provided for in the Securities Purchase Agreement; and  
+---|---|---  
+|  ● |  a restriction that the Company would not for a period of one year undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock.  
+---|---|---  
+  
+The consummation of the Private Placement is subject to the satisfaction or waiver of, among other customary closing conditions, the accuracy of the representations and warranties in the Securities Purchase Agreement, the compliance by the parties with the covenants in the Securities Purchase Agreement, the absence of any legal order barring the Private Placement, no material adverse effect occurred with respect to NovaBay, and no suspension in the trading of the Common Stock. The parties were also provided with customary termination rights, including the right of NovaBay or any Purchaser to terminate the Securities Purchase Agreement if the consummation of the Private Placement has not occurred within five (5) days after the signing.
+
+**Description of Preferred Stock**
+
+The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Preferred Stock to be issued in the Private Placement are set forth in the NovaBay Pharmaceuticals, Inc. Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Preferred Stock (the “** _Certificate of Designation_** ”), which is attached as Exhibit 3.1 to this Current Report on Form 8-K. The Certificate of Designation, in the form attached hereto, will be filed with the Delaware Secretary of State.
+
+_Rank_
+
+The Preferred Stock will rank as to dividends or distributions of assets upon our liquidation, dissolution or winding up, whether voluntarily or involuntarily, as follows:
+
+|  ● |  on par with our Common Stock;  
+---|---|---  
+|  ● |  senior to any class or series of our capital stock hereafter created specifically ranking by its terms junior to the Preferred Stock; and  
+---|---|---  
+|  ● |  junior to any class or series of our capital stock hereafter created specifically ranking by its terms senior to the Preferred Stock.  
+---|---|---  
+  
+* * *
+
+_Voting Rights_
+
+The holders of shares of Preferred Stock generally will have no voting rights, except as required by law, and except that the consent of the majority of holders of the outstanding Preferred Stock would be required to: (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, (ii) amend the Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of Preferred Stock, (iii) increase the number of authorized shares of Preferred Stock, and (iv) enter into any agreement with respect to any of the foregoing.
+
+_Dividends_
+
+The Holders of Preferred Stock will be entitled to receive, and the Company will be required to pay, dividends on shares of the Preferred Stock equal (on an as if converted to Common Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. The Preferred Stock will not be entitled to any other dividends.
+
+_Conversion and Limitations_
+
+Each share of Preferred Stock that NovaBay issues in the Private Placement is convertible at a current conversion price of $0.40 into 2,500 shares of Common Stock, or an aggregate of 37,500,000 shares of Common Stock, subject to limitations upon conversion, including until such time as the Share Conversion Approval is obtained by the Company. Until the Share Conversion Approval occurs, the holders of Preferred Stock may convert their shares only up to an aggregate of 8,984,178 shares of Common Stock, which is 19.99% of outstanding shares of Common Stock immediately prior to the Placement Closing Date. Pursuant to the Certificate of Designation, the Preferred Stock is subject to another limitation upon conversion of the Preferred Stock to the extent that, after giving effect to such conversion, the holder of such Preferred Stock (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock.
+
+_Dilution Protection_
+
+In the event the Company, at any time after the Placement Closing Date and while at least one share of Preferred Stock is outstanding: (i) pays a dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of the Preferred Stock or any debt securities); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the conversion price of the Preferred Stock shall be adjusted as provided in the Certificate of Designation. Any adjustment made pursuant to the Certificate of Designation shall become effective immediately after the effective date of the applicable event described in subsections (i) through (iv) above. In addition, if the Company at any time while the Preferred Stock is outstanding sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire Common Stock at an effective price per share that is lower than the then conversion price of the Preferred Stock, then the conversion price of the Preferred Stock will be reduced to such lower price, which is referred to as a “full-ratchet” anti-dilution protection. This full-ratchet anti-dilution protection is subject to termination as provided in the Certificate of Designation upon the earlier of: (1) the Common Stock achieving an average trading price during any 10 days during a 30-consecutive trading day period that is 250% of the conversion price of the Preferred Stock and the trading volume during such period exceeds $500,000 per trading day; provided that the registration statements that the Company will file pursuant to the Registration Rights Agreement (_defined below_) to be entered into in the Private Placement, remain effective during this measurement period; or (2) 75% of the Preferred Stock issued having been converted. The holders of Preferred Stock do not have any preemptive rights as a result of their ownership of Preferred Stock.
+
+* * *
+
+_Liquidation Preference_
+
+In the event of the Company’s liquidation, dissolution or winding up, the holders of Preferred Stock will be entitled to receive the same amount as a holder of Common Stock.
+
+**Description of Warrants**
+
+The terms of the Warrants to be issued in the Private Placement shall be as set forth in the form of Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K. The Warrants will have an exercise price equal to $0.53, subject to customary anti-dilution adjustments as provided in the Warrant. The Warrants, however, will not be exercisable into the Warrant Shares unless and until the Share Conversion Approval and the Authorized Share Increase are approved by stockholders (“** _Initial Exercise Date_** ”). After the Initial Exercise Date, the Warrant will remain exercisable for a period of six (6) years thereafter. The Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of such Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock. The Warrants do not have any preemptive rights or a preference upon any liquidation, dissolution or winding-up of the Company.
+
+**Registration Rights Agreement**
+
+In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement (the “** _Registration Rights Agreement_** ”) with the Purchasers to register the Conversion Shares and Warrant Shares. A form of the Registration Rights Agreement is attached to this Form 8-K as Exhibit 10.1. Pursuant to the terms of the Registration Rights Agreement, the Company will be required to file an initial registration statement with the Commission covering the resale of the Conversion Shares no later than 30 days after the Placement Closing Date and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days (or ninety (90) days in certain circumstances) after the Placement Closing Date. Additionally, the Company is required to file a second registration statement with the Commission covering the resale of the Warrant Shares no later than 30 days after the Authorized Share Increase and the Share Conversion Approval are approved, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days (or ninety (90) days in certain circumstances) thereafter.
+
+**The Private Placement Exemption**
+
+The Preferred Stock, Warrants, Conversion Shares and Warrants Shares, each to be issued by the Company pursuant to the Securities Purchase Agreement, Preferred Stock or Warrants, as applicable, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. The Securities contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Commission.
+
+* * *
+
+***  
+
+
+The form of Securities Purchase Agreement, the form of Certificate of Designation, the form of Warrant and the form of Registration Rights Agreement (the “** _Transaction Documents_** ”) were provided to the Purchasers with information regarding their terms, and they are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of such agreements as of a specific date and were solely for the benefit of the parties to such agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
+
+The foregoing summaries of the material terms of the Transaction Documents are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed herewith as Exhibits 1.1, 3.1, 4.1 and 10.1, respectively, and incorporated by reference herein.
+
+**Item 3.02** **Unregistered Sales of Equity Securities**
+
+The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the unregistered sale of the Preferred Stock, Warrants, Conversion Shares and Warrants Shares are incorporated herein by reference.
+
+**Item 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.**
+
+The statements in Item 1.01 above describing the Certificate of Designation, which the Company is filing with the Delaware Secretary of State on November 1, 2021, are incorporated by reference into this Item 5.03.
+
+**Item 8.01** **Other Events**
+
+On November 1, 2021, the Company issued a press release announcing the Private Placement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+_This report contains forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial progress and future financial performance of the Company as well as the Private Placement and Acquisition. This Current Report on Form 8-K contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding our current product offerings and marketing efforts, the financial impact of the Private Placement, including the use of proceeds, and the Acquisition, our partnerships, and any future revenue that may result from selling our products, as well as generally the Company’s expected future financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Current Report on Form 8-K, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading “Risk Factors.” The forward-looking statements in this Current Report on Form 8-K speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law._
+
+* * *
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+1.1* |  |  [Form of Securities Purchase Agreement](<ex_300009.htm>)  
+3.1 |  |  [Certificate of Designation for the Series B Preferred Stock](<ex_300010.htm>)  
+4.1 |  |  [Form of Common Stock Warrant](<ex_300011.htm>)  
+10.1 |  |  [Form of Registration Rights Agreement](<ex_300012.htm>)  
+99.1 |  |  [Press Release, dated November 1, 2021](<ex_300059.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+*Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions are not material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the Commission. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the Commission upon request.  
+---  
+  
+* * *
+
+**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 hereunto duly authorized.  
+
+
+| **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin M. Hall  
+|  |  Justin M. Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: November 1, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-11-02 (0001437749-21-024952).md

@@ -0,0 +1,131 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** November 2, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☒ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  **Trading Symbol(s)** |  **Name of Each Exchange On Which Registered**  
+---|---|---  
+Common Stock, par value $0.01 per share |  NBY |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 8.01** **Other Events**
+
+**_Closing of Private Placement and Filing of Financial Information_**
+
+This Current Report on Form 8-K is being filed by NovaBay Pharmaceuticals, Inc. (the “Company”) in order to provide (i) certain unaudited pro forma condensed combined financial information, included as Exhibit 99.2 (the “** _Unaudited Pro Forma Financial Information_** ”), with respect to the Company’s pending acquisition (the “** _Acquisition_** ”) of DERMAdoctor, LLC (“** _DERMAdoctor_** ”), as previously announced in a Current Report on Form 8-K filed on September 28, 2021, (ii) the historical unaudited financial statements of DERMAdoctor for the six-month period ended June 30, 2021, included as Exhibit 99.2, and the historical audited financial statements of DERMAdoctor for the years ended December 31, 2020 and December 31, 2019, included as Exhibit 99.1 (collectively, the “** _DERMAdoctor Historical Financial Information_** ”), and (iii) the consent of DERMAdoctor’s independent auditor, included as Exhibit 23.1 (the “** _DERMAdoctor Auditor Consent_** ”).
+
+As previously announced in a Current Report on Form 8-K filed on November 1, 2021, on October 29, 2021, the Company entered into a Securities Purchase Agreement (the “** _Securities Purchase Agreement_** ”) with each of the purchasers named therein, that provided for the sale in a private placement of (i) an aggregate of 15,000 shares of Series B non-voting convertible preferred stock, par value $0.01 per share (the “** _Preferred Stock_** ”) convertible into an aggregate of 37,500,000 shares (the “** _Conversion Shares_** ”) of NovaBay common stock, par value $0.01 (the “** _Common Stock_** ”)**** and (ii) Common Stock warrants (the “** _Warrants_** ”) exercisable for 37,500,000 shares (the “** _Warrant Shares_** ”) of Common Stock for an aggregate purchase price of $15,000,000 (collectively, the “** _Private Placement_** ”). The Private Placement closed on November 2, 2021 (the “** _Placement Closing Date_** ”). The aggregate gross proceeds to the Company from the Private Placement were approximately $15.0 million, before deducting placement agent fees of the exclusive placement agent, Ladenburg Thalmann & Co. Inc., and other offering expenses. The net proceeds of the Private Placement are to be used partially to fund the purchase price to acquire DERMAdoctor and for working capital purposes. The Company expects to close the Acquisition as soon as possible following the Placement Closing Date.
+
+In connection with the Private Placement closing, we entered into a Registration Rights Agreement providing for the Company to file a resale registration statement for the Conversion Shares (the “** _Initial Registration Statement_** ”) and a resale registration statement for the Warrants Shares, with the registration statement for the Conversion Shares to be filed with the Securities and Exchange Commission (the “** _Commission_** ”) no later than 30 days after the Placement Closing Date. The Company intends to incorporate by reference the contents of this Current Report on Form 8-K, including the Unaudited Pro Financial Forma Information, the DERMAdoctor Historical Financial Information and the DERMAdoctor Auditor Consent, into the Initial Registration Statement, as well as other filings that we may make with the Commission. Also in connection with the Private Placement and pursuant to the Securities Purchase Agreement, we agreed to submit matters to our stockholders to receive their approval for (i) amending the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for an increase in the number of authorized but unissued shares of Common Stock in order to allow for the full exercise of the Warrants and (ii) issuing all of the Conversion Shares upon conversion of the Preferred Stock and all of the Warrant Shares upon exercise of the Warrants, in compliance with NYSE American LLC Company Guide Section 713(a) and (b) (collectively, the “** _Stockholder Matters_** ”).
+
+**_Additional Information_**
+
+In connection with these Stockholder Matters, the Company intends to file a preliminary proxy statement with the Commission on or about November 2, 2021, and subsequently mail a definitive proxy statement relating to the Stockholder Matters that includes the Unaudited Pro Financial Forma Information, the DERMAdoctor Historical Financial Information and the DERMAdoctor Auditor Consent that are filed as exhibits to this Current Report on Form 8-K. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Stockholder Matters, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the Stockholder Matters. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and other documents filed in connection with the Stockholder Matters, as these materials will contain important information about these matters, as well as the Company, DERMAdoctor, the Private Placement and the Acquisition. When available, the definitive proxy statement and other relevant materials will be mailed to stockholders of the Company as of a record date to be established for voting on the Stockholder Matters. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the Commission, without charge, once available, at the Commission’s website at www.sec.gov, or by directing a request to: NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, CA 94608, attention: Corporate Secretary.
+
+* * *
+
+**_Participants in the Solicitation_**
+
+The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Stockholder Matters. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the Commission, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Commission and is available free of charge at the Commission’s website at www.sec.gov, or by directing a request to: NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, CA 94608, attention: Corporate Secretary. Additional information regarding the interests of such participants will be contained in the preliminary proxy statement and definitive proxy statement for the Stockholder Matters when available.
+
+**_No Offer or Solicitation_**
+
+This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Stockholder Matters and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of NovaBay, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(a) Financial Statements of DERMAdoctor
+
+The historical audited balance sheets of DERMAdoctor as of December 31, 2020 and 2019 and the related audited statements of income, cash flows, and members’ deficiency for each of the years in the two years ended December 31, 2020, and the related notes thereto and the report of accounting firm thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K.
+
+The historical unaudited balance sheet of DERMAdoctor as of June 30, 2021 and the related unaudited statements of income for the six months ended June 30, 2021 and 2020, and the related notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K.
+
+(b) Pro Forma Financial Information
+
+The following unaudited pro forma financial information of the Company is filed as Exhibit 99.3 to this Current Report on Form 8-K.
+
+|  ● |  Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021;  
+---|---|---  
+|  ● |  Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2021;  
+---|---|---  
+|  ● |  Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020; and  
+---|---|---  
+|  ● |  Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.  
+---|---|---  
+  
+* * *
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+_This pro forma financial information in Exhibit 99.3 contains forward looking statements within the meaning of the_ “ _safe harbor_ ” _provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial progress and future financial performance of the Company as well as the Private Placement and Acquisition. This Current Report on Form 8-K contains forward-looking statements that are based upon management_ ’ _s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding our current product offerings and marketing efforts, the financial impact of the Private Placement, including the use of proceeds, and the Acquisition, our partnerships, and any future revenue that may result from selling our products, as well as generally the Company_ ’ _s expected future financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company_ ’ _s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Current Report on Form 8-K, are detailed in the Company_ ’ _s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading_ “ _Risk Factors._ ” _The forward-looking statements in this Current Report on Form 8-K speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law._
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+23.1 |  |  [Consent of MarksNelson LLC](<ex_300916.htm>)  
+99.1 |  |  [Audited financial statements of DERMAdoctor, LLC for the years ended December 31, 2020 and 2019](<ex_300917.htm>)  
+99.2 |  |  [Unaudited financial statements of DERMAdoctor, LLC for the six months ended June 30, 2021](<ex_300918.htm>)  
+99.3 |  |  [Unaudited pro forma condensed combined financial information of NovaBay Pharmaceuticals, Inc.](<ex_300919.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By: |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: November 2, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-11-03 (0001437749-21-025063).md

@@ -0,0 +1,98 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** November 3, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+  
+☒ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+---|---  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 8.01** **Other Events**
+
+On November 3, 2021, NovaBay Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that the Company had closed a private placement for gross proceeds of $15.0 million, the terms of which were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2021. This press release containing this announcement is attached as Exhibit 99.1, which is incorporated by reference.
+
+The Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Item 8.01 of the Current Report on Form 8-K and Exhibit 99.1 may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Company’s judgment as of the date of this Current Report on Form 8-K. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
+
+**_Additional Information_**
+
+In connection with the financing of the transaction, certain stockholder matters will need to be voted upon (the “Stockholder Matters”) and the Company filed a preliminary proxy statement with the Commission on November 2, 2021, and intends to subsequently mail a definitive proxy statement relating to the Stockholder Matters. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Stockholder Matters, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the Stockholder Matters. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement and the amendments thereto and the definitive proxy statement and other documents filed in connection with the Stockholder Matters, as these materials will contain important information about these matters, as well as the Company, DERMAdoctor, LLC, the private placement and the acquisition of DERMAdoctor, LLC. When available, the definitive proxy statement and other relevant materials will be mailed to stockholders of the Company as of a record date to be established for voting on the Stockholder Matters. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the Commission, without charge, once available, at the Commission’s website at www.sec.gov, or by directing a request to: NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, CA 94608, attention: Corporate Secretary.
+
+**_Participants in the Solicitation_**
+
+The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Stockholder Matters. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the Commission, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Commission and is available free of charge at the Commission’s website at www.sec.gov, or by directing a request to: NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, CA 94608, attention: Corporate Secretary. Additional information regarding the interests of such participants is contained in the preliminary proxy statement and will be contained in the definitive proxy statement for the Stockholder Matters when available.
+
+* * *
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+99.1 |  |  [Press Release, dated November 3, 2021](<ex_301698.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin M. Hall  
+|  |  Justin M. Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: November 3, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-11-05 (0001437749-21-026234).md

@@ -0,0 +1,138 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** November 5, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 2.01** **Completion of Acquisition or Disposition of Assets.**
+
+On November 5, 2021, NovaBay Pharmaceuticals, Inc. (“NovaBay”) completed its acquisition of DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”). DERMAdoctor is an omni-channel skincare company that was formed in 1998 and is primarily focused on the creation of products that are designed to target common skin concerns, ranging from aging and blemishes to dry skin, perspiration and keratosis pilaris. DERMAdoctor currently sells over 30 products under lines that include Ain’t Misbehavin’, Calm Cool + Corrected, Kakadu C, KP Duty, and Wrinkle Revenge and sells its products through major retailers such as Macy’s, QVC, Costco, digital beauty retailers such as SkinStore and Amazon, and its own website.
+
+The acquisition was consummated pursuant to a membership unit purchase agreement, dated as of September 27, 2021 (the “Purchase Agreement”), by and among (i) NovaBay, (ii) DERMAdoctor, (iii) Dr. Audrey Kunin and Dr. Jeff Kunin (the “Founders”); (iv) Papillon Partners, Inc., a Missouri corporation that is owned by the Founders (“Papillon”); and (v) Midwest Growth Partners, L.L.L.P., an Iowa limited liability limited partnership (“MGP” and together with Papillon, the “Sellers”). As a result of the acquisition, DERMAdoctor became a wholly-owned subsidiary of NovaBay. Pursuant to the Purchase Agreement, NovaBay acquired 100% of the membership units of DERMAdoctor from the Sellers for a closing purchase price of $12.0 million (as adjusted for certain indebtedness, transaction expenses and cash of DERMAdoctor at closing as set forth in the Purchase Agreement) (the “Closing Cash Consideration”) and potential future earn out payments of up to an aggregate of $3.0 million over a period of two calendar years post-closing. At the closing, an aggregate amount of $1.2 million of the Closing Cash Consideration was deposited into an escrow account where it is being held for 12 months after the closing to secure certain payment and indemnification obligations of DERMAdoctor, the Founders and the Sellers, as applicable and in accordance with the terms of the Purchase Agreement. The Sellers are entitled to an earn out payment of up to $1.5 million after Closing for each of the 2022 and 2023 calendar years (or an aggregate $3.0 million) if the legacy business of DERMAdoctor achieves certain contribution margin targets each year conditioned upon the Founders’ continued employment with DERMAdoctor (except if either of the Founders are Terminated Without Cause or terminated as a result of death or disability, as further described below) (the “Earn Out Payments”). If earned, the Sellers may elect for the Earn Out Payments to be paid in cash or unregistered shares of NovaBay’s common stock, subject to certain restrictions.
+
+NovaBay funded the Closing Cash Consideration through its working capital and the additional capital raised pursuant to a private placement (the “Private Placement”) of the NovaBay’s Series B Non-Voting Preferred Stock, par value $0.01 per share, and warrants exercisable into shares of NovaBay’s common stock, par value $0.01 per share. The Private Placement was completed on November 2, 2021, where NovaBay received aggregate gross proceeds of $15.0 million, as further described in NovaBay’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 1, 2021 and November 2, 2021.
+
+The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
+
+**Item 5.02** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**
+
+In connection with the completion of the acquisition of DERMAdoctor, on November 5, 2021, Drs. Audrey Kunin and Jeff Kunin were appointed to serve as DERMAdoctor’s Chief Product Officer and President, respectively. Drs. Audrey Kunin and Jeff Kunin each entered into an employment agreement to serve in their respective roles with DERMAdoctor on November 5, 2021 (each, an “Employment Agreement”), which agreements became effective immediately.
+
+* * *
+
+Dr. Audrey Kunin, age 62, co-founded DERMAdoctor and has served as the Chief Creative Officer of DERMAdoctor since March 2018 and as the Chief Executive Officer and its predecessor since 1998. Dr. Audrey Kunin graduated from Ohio State University in December 1980 and received her M.D. at the Medical College of Ohio in June 1985. She received her postgraduate training in Dermatology at the Medical College of Virginia after serving as Chief Resident in July 1989. She is a fellow of the American Academy of Dermatology and formerly served as an Assistant Clinical Instructor of Dermatology at the University of Kansas School of Medicine.
+
+Dr. Jeff Kunin, age 59, co-founded DERMAdoctor and has served as the President and Chief Executive Officer of DERMAdoctor since March 2018. Dr. Jeff Kunin served as the Chairman of the Department of Radiology at Saint Luke’s Hospital in Kansas City from 2007 to 2017. He graduated college with a B.S. degree in Biochemistry and Cell Biology from the University of California, San Diego. He then graduated medical school and earned his M.D. from the University of Texas Medical Branch in Galveston, Texas. Then he completed a residency in diagnostic radiology at the Medical College of Virginia and Henry Ford Hospital. Subsequently, he completed a fellowship in body imaging at the University of Michigan Hospitals. Dr. Jeff Kunin received his MBA degree from Washington University in St. Louis Olin School of Business.
+
+The Employment Agreements provide for at-will employment and a two-year term commencing on November 5, 2021. The Employment Agreements provide for an annual base salary for each of Dr. Audrey Kunin and Dr. Jeff Kunin of $200,000.00 and $150,000.00, respectively (each, a “Base Salary”). Additionally, Dr. Audrey Kunin’s Employment Agreement includes an equity grant of 300,000 performance restricted stock units (the “Performance RSUs”) and a stock option award of 150,000 shares (the “Options”), subject to approval by the Board of Directors. If approved, the vesting of the Performance RSUs will be tied to three categories of performance goals to be achieved during the performance period, which will be equally weighted at the end of the performance period: (1) 1/3 of the Performance RSUs will be earned if NovaBay’s revenue meets a threshold amount for a trailing 12-month period; (2) 1/3 of the Performance RSUs will be earned if NovaBay achieves a threshold amount of cash flow for at least two consecutive quarters; and (3) 1/3 of the Performance RSUs will be earned if NovaBay achieves a threshold market capitalization for twenty consecutive trading days. If approved, the Options will vest over a two (2) year period (with 50% of the options vesting on the one-year anniversary of Dr. Audrey Kunin’s first day of employment and the remaining 50% of the Options vesting on the two (2) year anniversary of Dr. Audrey Kunin’s employment immediately prior to the expiration of the term of her Employment Agreement). Dr. Jeff Kunin’s Employment Agreement does not provide for equity awards.
+
+The Employment Agreements also provide each of Dr. Audrey Kunin and Dr. Jeff Kunin with the opportunity to earn an annual performance bonus (each, an “Annual Bonus”) in an amount up to one hundred percent (100%) and up to thirty-five percent (35%), respectively, of their respective Base Salary. For Dr. Audrey Kunin’s Annual Bonus, sixty percent (60%) of the total amount of her Annual Bonus shall be determined by the Board in its sole discretion, based upon the following factors: (i) the fulfillment, during the relevant year, of specific milestones and tasks delegated, for such year, to Dr. Audrey Kunin as set by Dr. Audrey Kunin and NovaBay and/or its authorized representative; (ii) the evaluation of Dr. Audrey Kunin by NovaBay and/or its authorized representative; (iii) DERMAdoctor’s financial, product and expected progress and (iv) other pertinent matters relating to DERMAdoctor’s business and valuation. Dr. Audrey Kunin shall also be entitled to the remaining portion of her Annual Bonus of up to forty percent (40%) of her Base Salary, as considered and approved by NovaBay’s Board of Directors in its sole discretion, upon meeting certain performance metrics (i.e., if the Contribution Margin exceeds the FY2022 Target Contribution Margin or the FY2023 Target Contribution Margin for each of the Year 1 Earn Out Period or the Year 2 Earn Out Period, respectively, with each of these terms as defined in the Purchase Agreement (the “Performance Metrics”)). For Dr. Jeff Kunin’s Annual Bonus, one hundred percent (100%) of the total amount of his Annual Bonus (or thirty-five percent (35%) of his Base Salary) shall be considered and approved by NovaBay’s Board of Directors in its sole discretion, upon the Performance Metrics being met. Any bonus to Dr. Audrey Kunin or Dr. Jeff Kunin will be payable within seventy-four (74) days following the end of the year for which their respective Annual Bonus was earned. Upon the mutual agreement of Dr. Audrey Kunin or Dr. Jeff Kunin, as applicable, and NovaBay’s Board of Directors, any or all of the Annual Bonus may be paid in the form of equity compensation. Any such equity compensation shall be issued from NovaBay’s equity incentive plan, and shall be fully vested upon payment.
+
+* * *
+
+In the event that Dr. Audrey Kunin or Dr. Jeff Kunin is Terminated For Cause (as defined in the Employment Agreement) or such employment is terminated due to death or disability, she or he, as the case may be, shall be entitled to any earned but unpaid wages or other compensation (including reimbursements of his outstanding expenses and unused vacation) earned through the termination date. Further, in the event that Dr. Audrey Kunin or Dr. Jeff Kunin is Terminated For Cause, the Sellers will no longer be entitled to the Earn Out Payments. In the event that Dr. Audrey Kunin or Dr. Jeff Kunin is Terminated Without Cause (as defined in the Employment Agreement), she or he, as the case may be, shall, subject to her or his execution of a release of claims in favor of NovaBay (a “Release”), be entitled to an amount equal to Dr. Audrey Kunin’s or Dr. Jeff Kunin’s, as applicable, annualized Base Salary in effect on the date of separation from service plus the full target Annual Bonus percentage of the then current fiscal year (with it deemed that all performance goals have been met at 100% of budget or plan) (the “Severance Amount”), which will be paid in twelve (12) equal consecutive monthly installments. The Severance Amount shall be in addition to Dr. Audrey Kunin’s or Dr. Jeff Kunin’s, as applicable, earned wages and other compensation (including reimbursements of her or his outstanding expenses and unused vacation) through the date her or his employment is terminated from DERMAdoctor. If Dr. Audrey Kunin or Dr. Jeff Kunin is Terminated Without Cause or terminated as a result of death or disability, the Sellers will remain entitled to the Earn Out Payments.
+
+Moreover, in the event of either a Termination Without Cause, and subject to her or his execution of a Release, all outstanding equity awards then held by Dr. Audrey Kunin or Dr. Jeff Kunin, as applicable, will be subject to full accelerated vesting on the date of termination, and the exercise period shall be extended to three (3) years from the date of termination.
+
+Separately, pursuant to the Purchase Agreement, at closing, NovaBay entered into a Side Letter with Dr. Audrey Kunin to provide for Dr. Audrey Kunin’s appointment to NovaBay’s Board of Directors as a Class I director as soon as reasonably practicable following closing and in no event later than NovaBay’s 2022 annual stockholder meeting, with such appointment subject to Dr. Audrey Kunin (i) providing customary director onboarding documentation for purposes of assessing eligibility and independence and for purposes of required disclosure, (ii) being qualified to serve as a director under the General Corporation Law of the State of Delaware and stock exchange rules and listing standards, (iii) satisfying the requirements of NovaBay’s Corporate Governance Guidelines, Code of Conduct & Ethics and Insider Trading Policy, and (iv) agreeing to serve on NovaBay’s Board of Directors at the time of nomination.
+
+The foregoing descriptions of Dr. Audrey Kunin’s Employment Agreement, Dr. Jeff Kunin’s Employment Agreement, the Side Letter, the Performance RSUs and the Options do not purport to be complete and are qualified in their entirety by reference to the full text of Dr. Audrey Kunin’s Employment Agreement, Dr. Jeff Kunin’s Employment Agreement, the Performance RSUs and the form of the Options, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and incorporated by reference herein.
+
+**Item 7.01 Regulation FD Discolure.**
+
+On November 8, 2021, NovaBay issued a press release announcing that NovaBay would report financial results for the third quarter 2021 on Thursday, November 11, 2021 and would hold an investment community conference call that day at 4:30 p.m. Eastern time. This press release containing this announcement is attached as Exhibit 99.1, which is incorporated by reference.
+
+The information contained in this Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
+
+The Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Item 8.01 of the Current Report on Form 8-K, Exhibit 99.1 and matters that may be discussed on the investment community conference call may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect NovaBay’s judgment as of the date of this Current Report on Form 8-K. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
+
+* * *
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(a) Financial Statements of Businesses Acquired
+
+The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date for which Item 2.01 of this Current Report on Form 8-K is required to be filed.
+
+(b) Pro Forma Financial Information
+
+The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date for which Item 2.01 of this Current Report on Form 8-K is required to be filed.
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+2.1* |  |  [Membership Unit Purchase Agreement, dated September 27, 2021, by and among NovaBay, DERMAdoctor, the Founders and the Sellers (incorporated by reference to Exhibit 2.1 of NovaBay's Current Report on Form 8-K filed September 28, 2021)](<http://www.sec.gov/Archives/edgar/data/0001389545/000143774921022779/ex_286899.htm>)  
+10.1 |  |  [Executive Employment Agreement with Dr. Audrey Kunin, dated November 5, 2021](<ex_306146.htm>)  
+10.2 |  |  [Executive Employment Agreement with Dr. Jeff Kunin, dated November 5, 2021](<ex_306147.htm>)  
+10.3 |  |  [Side Letter with Dr. Audrey Kunin, dated November 5, 2021](<ex_306148.htm>)  
+10.4* |  |  [Performance Restricted Stock Unit Award Agreement with Dr. Audrey Kunin](<ex_306149.htm>)  
+10.5 |  |  [NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan (Form Agreements to the 2017 Omnibus Incentive Plan) (incorporated by reference to Exhibit 99.2 of NovaBay's Registration Statement on Form S-8 filed June 2, 2017)](<http://www.sec.gov/Archives/edgar/data/1389545/000143774917010557/ex99-2.htm>)  
+99.1 |  |  [Press Release, dated November 8, 2021](<ex_306578.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+*Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions are not material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the SEC. NovaBay agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the SEC upon request.  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+| **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: November 12, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-11-18 (0001437749-21-027032).md

@@ -0,0 +1,87 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** November 18, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 7.01** **Regulation FD Disclosure**
+
+On November 18, 2021, NovaBay Pharmaceuticals, Inc. (the “Company”) issued a press release containing a letter to the Company’s stockholders regarding the integration of DERMAdoctor, LLC and the upcoming Special Meeting of Stockholders on December 17, 2021. This press release containing the letter to stockholders is attached as Exhibit 99.1, which is incorporated by reference.
+
+The information contained in this Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
+
+The Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Item 7.01 of the Current Report on Form 8-K and Exhibit 99.1 may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Company’s judgment as of the date of this Current Report on Form 8-K. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+99.1 |  |  [Press Release, dated November 18, 2021](<ex_309359.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: November 18, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2021-12-17 (0001437749-21-029014).md

@@ -0,0 +1,117 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** December 17, 2021
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.07** **Submission of Matters to a Vote of Security Holders.**
+
+On December 17, 2021, NovaBay Pharmaceuticals, Inc. (the “Company” or “NovaBay”) held its 2021 Special Meeting of Stockholders (the “Special Meeting”), whereby the Company’s stockholders were asked to consider four (4) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on November 12, 2021 (the “Proxy Statement”). There were 44,943,364 outstanding shares entitled to vote as of the record date and 31,011,705 shares present in person or by proxy at the Special Meeting, representing sixty-nine percent (69%) of the shares outstanding and entitled to vote. The voting results with respect to three of the four proposals, as certified by the inspector of elections for the Special Meeting, are presented below.
+
+1\. To approve, in accordance with NYSE American LLC Company Guide Section 713(a) and (b), both (i) the issuance of 37,500,000 shares of NovaBay’s common stock, par value $0.01 (the “Conversion Shares”), upon conversion of 15,000 shares of NovaBay’s Series B Non-Voting Convertible Preferred Stock, par value $0.01, subject to the potential increase in the number of Conversion Shares due to applicable anti-dilution adjustments, and (ii) the issuance of 37,500,000 shares of NovaBay’s common stock (“Warrant Shares”) upon the exercise of NovaBay common stock warrants, subject to the potential increase in the number of Warrant Shares due to applicable anti-dilution adjustments.
+
+**For** |  **Against** |  **Abstain** |  **Broker Non-Votes 1**  
+---|---|---|---  
+18,168,554 |  3,107,071 |  191,850 |  9,544,230  
+  
+2\. To approve an amendment to the Amended and Restated Certificate of Incorporation, as amended, of NovaBay Pharmaceuticals, Inc. to increase the Company’s number of authorized shares of NovaBay common stock from 100,000,000 to 150,000,000.
+
+As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to Proposal Two, allowing stockholders additional time to vote for this proposal.
+
+3\. To ratify the appointment by our Audit Committee of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
+
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+28,509,579 |  1,962,856 |  539,270  
+  
+4\. To adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One, Proposal Two or Proposal Three.
+
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+28,261,963 |  2,366,070 |  383,672  
+  
+* * *
+
+1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.
+
+* * *
+
+**Item 8.01** **Other Events.**
+
+At the time of the Special Meeting, there were insufficient votes to approve Proposal Two, which sought an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the amount of authorized common stock from 100,000,000 shares to 150,000,000 shares. Accordingly, the Special Meeting was adjourned on Proposal Two, and as announced at the Special Meeting, such meeting will reconvene at 11:00 a.m. Pacific Time on January 14, 2022 virtually at http://www.virtualshareholdermeeting.com/NBY2021SM. During the period of adjournment, the Company will continue to solicit stockholder votes on Proposal Two.
+
+On December 21, 2021, the Company issued a press release announcing that it had adjourned the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.
+
+**Item 9.01** **Financial Statements and Exhibits.**
+
+(d) Exhibits.
+
+**Exhibit No.** |  |  **Description**  
+---|---|---  
+99.1 |  |  [Press Release, dated December 21, 2021](<ex_318361.htm>)  
+104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+| **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|   
+|   
+| By: |  /s/ Justin Hall  
+|  |  Justin Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: December 21, 2021

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-01-04 (0001437749-22-000310).md

@@ -0,0 +1,88 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** January 4, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+---|---  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 8.01** **Other Events**
+
+On January 4, 2022, NovaBay Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that management of the Company will present at the H.C. Wainwright BioConnect Virtual Conference being held January 10-13, 2022.
+
+The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Item 8.01 of the Current Report on Form 8-K and Exhibit 99.1 may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Company’s judgment as of the date of this Current Report on Form 8-K. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+99.1 |  |  [Press Release, dated January 4, 2022](<ex_321489.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By: |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: January 4, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-01-05 (0001437749-22-000357).md

@@ -0,0 +1,88 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** January 5, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  **Trading Symbol(s)** |  **Name of Each Exchange On Which Registered**  
+---|---|---  
+Common Stock, par value $0.01 per share |  NBY |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
+
+Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 7.01** **Regulation FD Disclosure**
+
+On or about January 5, 2022, NovaBay Pharmaceuticals, Inc. (the “Company”) mailed a letter to certain stockholders regarding the Company’s 2021 Special Meeting of Stockholders (the “Special Meeting”) that was adjourned as to Proposal Two, which is a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the amount of authorized common stock from 100,000,000 shares to 150,000,000 shares. The Company is encouraging stockholders who have not yet voted to do so before the Special Meeting that will reconvene at 11:00 a.m. Pacific Time on January 14, 2022 virtually at http://www.virtualshareholdermeeting.com/NBY2021SM. This letter to stockholders is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference.
+
+The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
+
+The Securities and Exchange Commission (“SEC”) encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Item 7.01 of the Current Report on Form 8-K and Exhibit 99.1 may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Company’s judgment as of the date of this Current Report on Form 8-K. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
+
+In connection with the solicitation of proxies, on November 12, 2021, the Company filed a definitive proxy statement (“Proxy Statement”) with the SEC in connection with the Special Meeting, which has been adjourned until January 14, 2022. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY MATERIALS AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY THE COMPANY WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. The Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s web site at www.sec.gov.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+99.1 |  |  [Letter to Stockholders](<ex_321503.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+| **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|   
+|   
+| By: |  /s/ Justin M. Hall  
+|  |  Justin M. Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: January 5, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-01-14 (0001437749-22-001270).md

@@ -0,0 +1,100 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** January 14, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.07** **Submission of Matters to a Vote of Security Holders.**
+
+On December 17, 2021, NovaBay Pharmaceuticals, Inc. (the "Company") held its 2021 Special Meeting of Stockholders (the “Special Meeting”), whereby the Company’s stockholders were asked to consider four (4) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on November 12, 2021 (the “Proxy Statement”) and includes Proposal Two, which sought an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the amount of authorized common stock from 100,000,000 shares to 150,000,000 shares.
+
+At the time of the Special Meeting, there were insufficient votes to approve Proposal Two, so the Special Meeting was adjourned on Proposal Two and reconvened on January 14, 2022. During the period of adjournment, the Company continued to solicit stockholder votes on Proposal Two; however, at the reconvenment of the Special Meeting on January 14, 2022, there were still insufficient votes to approve Proposal Two. Accordingly, the Special Meeting was further adjourned on Proposal Two, and as announced at the Special Meeting, such meeting will reconvene at 11:00 a.m. Pacific Time on January 31, 2022 virtually at http://www.virtualshareholdermeeting.com/NBY2021SM. During this additional period of adjournment, the Company will continue to solicit stockholder votes on Proposal Two.
+
+On January 20, 2022, the Company issued a press release announcing that it had adjourned the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.
+
+**Item 7.01** **Regulation FD Disclosure**
+
+On or about January 20, 2022, the Company mailed a letter to certain stockholders encouraging such stockholders who have not yet voted for Proposal Two to do so before the Special Meeting reconvenes on January 31, 2022. This letter to stockholders is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference.
+
+The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
+
+The Securities and Exchange Commission (“SEC”) encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Item 7.01 of the Current Report on Form 8-K and Exhibit 99.1 may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Company’s judgment as of the date of this Current Report on Form 8-K. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
+
+In connection with the solicitation of proxies, on November 12, 2021, the Company filed a definitive proxy statement (“Proxy Statement”) with the SEC in connection with the Special Meeting, which has been further adjourned until January 31, 2022. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY MATERIALS AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY THE COMPANY WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. The Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.
+
+* * *
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+99.1 |  | [Press Release, dated January 20, 2022](<ex_325573.htm>)  
+99.2 |  |  [Letter to Stockholders](<ex_325799.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin M. Hall  
+|  |  Justin M. Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: January 20, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-01-24 (0001437749-22-001821).md

@@ -0,0 +1,130 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** January 24, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  **Trading Symbol(s)** |  **Name of Each Exchange On Which Registered**  
+---|---|---  
+Common Stock, par value $0.01 per share |  NBY |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
+
+Emerging growth company ☐  
+---  
+  
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01** **Entry into a Material Definitive Agreement**
+
+NovaBay Pharmaceuticals, Inc. (the “Company”) currently leases approximately 7,675 rentable square feet of real property as its principal corporate headquarters, located at 2000 Powell Street, Suite 1150, Emeryville, California from KBSIII Towers at Emeryville, LLC (the “Landlord”) under that certain Office Lease, dated August 24, 2016 (the “Lease”).
+
+On January 24, 2022, the Company and the Landlord entered into a First Amendment to the Office Lease (the “Lease Amendment”), effective January 19, 2022, to extend the term of the Lease, currently set to expire on February 28, 2022, for sixty-five (65) months commencing as of March 1, 2022 and expiring on July 31, 2027, unless sooner terminated in accordance with the terms of the Lease, as amended by the Lease Amendment (the “Extended Term”).
+
+The effective monthly base rental rate for the first twelve (12) months of the Extended Term is $4.70 per square foot ($432,870.00 annually), and increases approximately three percent (3%) every twelve (12) months thereafter beginning with the 13th month of the Extended Term with a maximum monthly rental rate of $4.45 per square foot ($501,815.04 annually) for the final five months of the Extended Term. Notwithstanding the increase base rental rate, the Landlord has agreed to abate the Company’s obligation to pay base rent during five months of the Extended Term (March 2022, 2023, 2024, 2025 and 2026) and to provide the Company with an allowance of up to $25.00 per rentable square foot ($191,875.00 total) for certain design and interior improvements.
+
+The foregoing description of the terms of the Lease and the Lease Amendment do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the Lease and the Lease Amendment, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference.
+
+**Item 5.02** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers**
+
+(b) and (d) 
+
+On January 27, 2022, the Board of Directors (the “Board”) of the Company increased the size of the Board to eight (8) directors and appointed Dr. Audrey Kunin and Ms. Julie Garlikov to fill these two new vacancies on the Board resulting from the increased Board size further enhancing the Board’s experience and diversity.
+
+Effective January 27, 2022, the Board appointed Dr. Kunin to serve as a Class I director of the Company to serve until the Company’s 2023 Annual Meeting of Stockholders, subject to her prior death, resignation or removal from office as provided by law.
+
+Dr. Kunin, age 62, is the Company’s Chief Product Officer. Dr. Kunin co-founded DERMAdoctor, LLC (“DERMAdoctor”), the Company’s wholly-owned subsidiary, and previously served as the Chief Creative Officer of DERMAdoctor since March 2018 and as the Chief Executive Officer and its predecessor beginning in 1998. Dr. Kunin graduated from Ohio State University in December 1980 and received her M.D. at the Medical College of Ohio in June 1985. She received her postgraduate training in Dermatology at the Medical College of Virginia after serving as Chief Resident in July 1989. She is a fellow of the American Academy of Dermatology and formerly served as an Assistant Clinical Instructor of Dermatology at the University of Kansas School of Medicine.
+
+Dr. Kunin is party to an employment agreement with the Company, which is described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2021 (the “DERMAdoctor Form 8-K”) and such description is incorporated by reference herein. Separately, the Company entered into a side letter with Dr. Kunin to provide for Dr. Kunin’s appointment to NovaBay’s Board of Directors as a Class I director as soon as reasonably practicable following the closing of the DERMAdoctor transaction, which is further described in the DERMAdoctor Form 8-K and such description is incorporated by reference herein. The incorporated description of the employment agreement and side letter with Dr. Kunin does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement and the side letter, which are attached hereto as Exhibits 10.3 and 10.4, respectively, and incorporated by reference herein. Other than as described above, there is no other arrangement or understanding between Dr. Kunin and any other person pursuant to which she was appointed as a director of the Company. As an employee director of the Company, Dr. Kunin will not participate in the Company’s Non-Employee Director Compensation Program or serve on any of the Board's committees. 
+
+Effective January 27, 2022, the Board also appointed Ms. Garlikov to serve as an independent Class II director of the Company to serve until the Company’s 2024 Annual Meeting of Stockholders, subject to her prior death, resignation or removal from office as provided by law.
+
+Ms. Garlikov, age 51, is the Vice President of Marketing of GRAIL, LLC, a biotechnology and pharmaceutical company. She has served in this position since November 2020. Ms. Garlikov has over 25 years of experience in marketing, which includes serving as the Chief Marketing Officer at NewAge and Shaklee, as well as senior marketing positions at Rodan & Fields, Obagi Medical and Nuvesse Skin Therapies. Julie is a classically trained CPG marketer who gained her consumer experience at Procter & Gamble, Johnson & Johnson and PepsiCo. She has deep expertise in health, beauty and eyecare products, as well as in consumer advertising and digital demand generation. Ms. Garlikov has a Bachelor’s degree from the University of California, Berkley and a Master’s degree in Business Administration from Columbia University.
+
+* * *
+
+There is no other arrangement or understanding between Ms. Garlikov**** and any other person pursuant to which she was appointed as a director of the Company. In connection with her service,**** Ms. Garlikov will participate in the Company’s Non-Employee Director Compensation Program. Ms. Garlikov will not serve on any of the Board's committees at this time. 
+
+Additionally, on January 27, 2022, Xinzhou (Paul) Li informed the Board that he will resign as a member of the Company’s Board, with such resignation to be effective immediately. Mr. Li did not resign as a result of any disagreements with the Company.
+
+Effective January 27, 2022, upon the resignation of Mr. Li, the Board appointed Mr. Yongxiang (Sean) Zheng to fill the vacancy on the Board resulting from the resignation of Mr. Li. Mr. Sean Zheng will take Mr. Li’s place as a Class II director to serve until the Company’s 2024 Annual Meeting of Stockholders, subject to his prior death, resignation or removal from office as provided by law.
+
+Mr. Sean Zheng, age 52, is the Chief Executive Officer of Q3 Medical Devices (Shanghai) Co. Ltd. (“Q3 Medical”). Prior to joining Q3 Medical, Mr. Sean Zheng held several Chief Executive positions, including MD of Boill Fund Management (HK) Co., Ltd. and MD and CEO of Sprott- Zijin Mining Fund, a JV fund between Zijin Mining Group and Sprott Asset Management LP. Mr. Sean Zheng has more than 27 years’ experience in mergers and acquisitions, fund management, and import/export business. Mr. Sean Zheng has been a CFA chartered holder since 2006 and graduated from Renmin University of China in 1992. He holds a B.S degree in Commodity Science. He received his MBA from the University of New South Wales in 2002, and he earned a masters degree of EMBA from China Europe International Business School (CEIBS) in 2010.
+
+Mr. Sean Zheng was recommended as a director by certain large Chinese stockholders of the Company. There is no other arrangement or understanding between Mr. Sean Zheng and any other person pursuant to which he was appointed as a director of the Company. In connection with his service, Mr. Sean Zheng will participate in the Company’s Non-Employee Director Compensation Program. Mr. Sean Zheng will not serve on any of the Board's committees at this time. 
+
+(e)
+
+On January 26, 2022, the Compensation Committee of the Board approved, and the Company and Justin M. Hall, the Chief Executive Officer and General Counsel of the Company, entered into, a First Amendment, effective as of December 31, 2021 (the “Amendment”), to Mr. Hall’s Executive Employment Agreement, dated January 31, 2020 (the “Employment Agreement”), to extend the duration of the term of his Employment Agreement, which expired on December 31, 2021, to provide for a term ending December 31, 2023 (unless terminated earlier in accordance with the terms of the Employment Agreement).
+
+The foregoing description of the terms of the Employment Agreement and the Amendment do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the Employment Agreement and the Amendment, which are filed herewith as Exhibits 10.5 and 10.6, respectively, and are incorporated by reference.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+10.1 |  |  [Office Lease by and between the Company and KBSIII Towers at Emeryville, LLC, dated August 24, 2016 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2016)](<http://www.sec.gov/Archives/edgar/data/1389545/000143774916038133/ex10-1.htm>)  
+10.2 |  |  [First Amendment to Office Lease by and between the Company and KBSIII Towers at Emeryville, LLC, dated January 24, 2022](<ex_325548.htm>)  
+10.3+ |  | [Executive Employment Agreement with Dr. Audrey Kunin, dated November 5, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2021)](<http://www.sec.gov/Archives/edgar/data/0001389545/000143774921026234/ex_306146.htm>)  
+10.4+ |  | [Side Letter with Dr. Audrey Kunin, dated November 5, 2021 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2021)](< http://www.sec.gov/Archives/edgar/data/0001389545/000143774921026234/ex_306148.htm>)  
+10.5+ |  |  [Executive Employment Agreement with Justin M. Hall, dated January 31, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2020)](<http://www.sec.gov/Archives/edgar/data/1389545/000143774920001861/ex_171553.htm>)  
+10.6+ |  |  [First Amendment to Executive Employment Agreement with Justin M. Hall, dated January 26, 2022](<ex_325549.htm>)  
+99.1 |  | [Press Release, dated January 28, 2022](<ex_329098.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+\+ Indicates a management contract or compensatory plan or arrangement  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: January 28, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-01-31 (0001437749-22-002101).md

@@ -0,0 +1,98 @@
+\--12-31
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** January 31, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+---|---  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.03** **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**
+
+On January 31, 2022, NovaBay Pharmaceuticals, Inc. (the “Company”) reconvened its Special Meeting of Stockholders (the “Special Meeting”), as further described in Item 5.07 below, at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 150,000,000 (the “Amendment”). The Amendment became effective upon the Company’s filing of the Amendment with the Secretary of State of Delaware on January 31, 2022. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
+
+**Item 5.07** **Submission of Matters to a Vote of Security Holders.**
+
+The Company adjourned its Special Meeting on December 17, 2021, with respect to the proposal to approve the Amendment (“Proposal Two”), as described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on November 12, 2021 (the “Proxy Statement”). Initially, at the Special Meeting, the favorable votes for Proposal Two were less than 50% of all outstanding shares of Company common stock, which is the required minimum vote to approve Proposal Two. Accordingly, the Special Meeting was adjourned only with respect to the vote on Proposal Two, and such meeting was initially reconvened on January 14, 2022 and then further adjourned and reconvened on January 31, 2022 (collectively, the “Reconvened Meeting”). There were 44,943,364 outstanding shares entitled to vote and there were 27,795,215 shares present in person or by proxy at the Reconvened Meeting, representing approximately sixty-two percent (62%) of the shares outstanding and entitled to vote. The voting result with respect to Proposal Two, as certified by the inspector of elections for the Special Meeting, is presented below.
+
+1\. To approve an amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Company to increase the number of authorized shares of Company common stock from 100,000,000 to 150,000,000.
+
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+22,700,693 |  4,512,887 |  581,635  
+  
+**Item 9.01** **Financial Statements and Exhibits.**
+
+(d) Exhibits.
+
+**Exhibit No.** |  |  **Description**  
+---|---|---  
+3.1 |  |  [Amendment to the Amended and Restated Certificate of Incorporation, as amended.](<ex_330469.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin Hall |   
+|  |  Justin Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: February 1, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-05-11 (0001437749-22-012349).md

@@ -0,0 +1,99 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** May 11, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
+
+Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.07** **Submission of Matters to a Vote of Security Holders.**
+
+On May 11, 2022, NovaBay Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting, at which the Company’s stockholders considered three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 30, 2022 (the “Proxy Statement”). There were 51,018,364 outstanding shares entitled to vote and there were 29,711,259 shares present in person or by proxy at the 2022 Annual Meeting, representing approximately fifty-eight percent (58%) of the shares outstanding and entitled to vote. The voting results are presented below.
+
+1\. To elect the two (2) Class III directors nominated by the Company’s Board of Directors to hold office for a term of three (3) years and until their respective successors are elected and qualified.
+
+**Nominee** |  **For** |  **Withhold** |  **Broker Non-Votes 1**  
+---|---|---|---  
+Paul E. Freiman |  15,237,888 |  2,546,176 |  11,927,195  
+Swan Sit |  16,035,062 |  1,749,002 |  11,927,195  
+  
+2\. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
+
+**For** |  **Against** |  **Abstain** |  **Broker Non-Votes****1**  
+---|---|---|---  
+15,641,081 |  1,876,704 |  266,279 |  11,927,195  
+  
+3\. To ratify the appointment by the Company’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
+
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+28,459,788 |  1,075,415 |  176,056  
+  
+* * *
+
+1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.
+
+* * *
+
+**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 hereunto duly authorized.
+
+**NovaBay Pharmaceuticals, Inc.**  
+---  
+|   
+|   
+By: |  |  /s/ Justin Hall  
+|  |  Justin Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: May 13, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-09-09 (0001437749-22-022258).md

@@ -0,0 +1,246 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** September**** 9, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which** **Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01** |  **Entry into a Material Definitive Agreement.**  
+---|---  
+  
+**Overview**
+
+On September 9, 2022, NovaBay Pharmaceuticals, Inc. (the “ _Company_ ”) entered into written agreements relating to the following two private financing transactions:
+
+|  ● |  Warrant Reprice Transactions. Warrant reprice transactions with certain existing Company warrant holders to amend previously issued common stock, par value $0.01 per share (“ _Common Stock_ ”), purchase warrants to reduce the exercise price, provide for an initial cash exercise by certain warrant holders and the issuance of a new common stock purchase warrant to such exercising holders, as well as provide for other terms as described in further detail under the heading “Warrant Reprice Transactions, Initial Exercise and Issuance of New Warrants” below (the “ _Warrant Reprice Transactions_ ”).  
+---|---|---  
+  
+|  ● |  Private Placement. A private placement transaction with institutional accredited investors to sell Company units (“ _Units_ ”) that will consist of (i) a newly designated Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (“ _Series C Preferred Stock_ ”), (ii) a new short-term Series A-1 warrant to purchase common stock (“ _Short-Term Warrants_ ”), and (iii) a new long-term Series A-2 warrant to purchase common stock (“ _Long-Term Warrants_ ” and, together with the Short-Term Warrants, the “ _2022 Warrants_ ”), as described in further detail under the heading “2022 Private Placement” below (the “ _2022 Private Placement_ ”).  
+---|---|---  
+  
+**Warrant Reprice Transactions, Initial Exercise and Issuance of New Warrants**
+
+As previously disclosed in the Company’s Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the “ _Commission_ ”) on July 21, 2020 and November 1, 2021, respectively, the Company issued (i) Common Stock purchase warrants to a limited number of accredited investors (the “ _2020 Investors_ ”) in connection with the Company’s prior warrant reprice transaction that closed on July 23, 2020 (the “ _2020 Original Warrants_ ”), and (ii) Common Stock purchase warrants to a limited number of accredited investors (the “ _2021_ _Investors_ ”) in connection with the Company’s private placement financing transaction that closed on November 2, 2021 (the “ _2021 Original Warrants_ ”). The 2020 Original Warrants have an aggregate of 6,898,566 underlying shares of Common Stock that are currently exercisable at $1.65 per share. The 2021 Original Warrants have an aggregate of 37,500,000 underlying shares of Common Stock that are currently exercisable at $0.53 per share.
+
+Reprice Letter Agreements 
+
+By letter agreement, dated September 9, 2022, the Company provided the 2020 Investors holding 2020 Original Warrants (the “ _2020 Reprice Letter Agreement_ ”) and the 2021 Investors holding 2021 Original Warrants (the “ _2021 Reprice Letter Agreement_ ” and together with the 2020 Reprice Letter Agreement, the “ _Reprice Letter Agreements_ ”) with an opportunity to amend their respective warrants to reduce their exercise price and, in the case of the 2021 Original Warrants, extend the term of those warrants, in exchange for such warrant holders agreeing to certain limits on future warrant exercises for a period of time and entering into voting commitments on the terms set forth below. As further described below, the Reprice Letter Agreements also provided the 2020 Investors and the 2021 Investors with the opportunity to make a cash exercise of their respective warrants at the reduced exercise price and to receive a new Common Stock purchase warrant.
+
+* * *
+
+In addition to entering into the Reprice Letter Agreements, each of the 2020 Investors who participated in the Warrant Reprice Transaction (the “ _2020 Participants_ ”) and each of the 2021 Investors who participated in the Warrant Reprice Transaction (the “ _2021 Participants_ ” and together with the 2020 Participants, the “ _Participants_ ”) also signed and delivered a voting commitment letter (the “ _Participant Voting Commitment_ ”) to support the Reverse Stock Split Approval and the Company Guide Approval (each as defined and discussed below), and entered into a Leak-Out Agreement, dated September 9, 2022 (the “ _Leak-Out Agreement_ ”), which limits the Participant’s trading in Common Stock until and including September 13, 2022. The Reprice Letter Agreements became effective and the Warrant Reprice Transactions were completed, which resulted in the Company receiving gross proceeds of $2,065,500 from the Initial Exercise, as discussed further below.
+
+Amended Warrants
+
+As a result of the completion of the Warrant Reprice Transactions and pursuant to the Reprice Letter Agreements, the 2020 Original Warrants held by the 2020 Participants have been amended (“ _Amended 2020 Warrants_ ”) and the 2021 Original Warrants held by the 2021 Participants have each been amended (“ _Amended 2021 Warrants_ ”) to provide for, among other terms, the following:
+
+|  ● |  _Reduced Exercise Price_ : The exercise price of the Amended 2020 Warrants and the Amended 2021 Warrants being reduced to $0.18 (the “ _Reduced Exercise Price_ ”).  
+---|---|---  
+  
+|  ● |  _Limitation on Future Exercise_ : The Amended 2020 Warrants and the Amended 2021 Warrants being subject to a new restriction on the holder’s ability to exercise their warrant subsequent to the Initial Exercise (as defined below) until the later to occur of (i) six months and (ii) the date on which the Reverse Stock Split Approval and any Company Guide Approval have been obtained at a meeting of Company stockholders and such approvals become effective, including under the laws of the State of Delaware as applicable (the “ _Stockholder Approval Date_ ”).****  
+---|---|---  
+  
+|  ● |  _Termination Date_ : The Termination Date of the 2021 Original Warrants being extended to September 11, 2028. The Termination Date of the 2020 Original Warrants remains the same and was not extended.  
+---|---|---  
+  
+New Warrants and Resale Registration 
+
+Pursuant to the Reprice Letter Agreements, (i) the 2020 Participants had the opportunity (but were not required) to elect to make a cash exercise of a portion of their Amended 2020 Warrants at the Reduced Exercise Price, which resulted in the exercise of an aggregate of 2,100,000 shares of Common Stock ( the “ _2020 Initial Exercise_ ”) and (ii) the 2021 Participants all agreed to exercise an aggregate of 9,375,000 shares, or 25% of the shares of Common Stock underlying their respective Amended 2021 Warrants, at the Reduced Exercise Price (the “ _2021 Initial Exercise_ ” and, together with the 2020 Initial Exercise, the “ _Initial Exercise_ ”). The Company received $2,065,500 in aggregate gross proceeds from the Initial Exercise. In exchange, the 2021 Participants and the 2020 Participants that elected to participate in the Initial Exercise received a New Warrant (as described below). The 2020 Participants that did not make a 2020 Initial Exercise did not receive a New Warrant.
+
+The Company issued to each 2021 Participant and each 2020 Participant that participated in the 2020 Initial Exercise a New Warrant to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock received by such Participant in its Initial Exercise. The form of New Warrants issued to all 2021 Participants (the “ _New 2021 Participant Warrants_ ”) is substantially similar to the 2021 Original Warrants, and the form of New Warrants being issued to the 2020 Participants that elected to make a 2020 Initial Exercise (the “ _New 2020 Participant Warrants_ ” and, together with the New 2021 Participant Warrants, the “ _New Warrants_ ”) is substantially similar to the 2020 Original Warrants. All of the New Warrants will be initially exercisable on the _later to occur_ of (i) the six month anniversary of the date of issuance and (ii) the Stockholder Approval Date. In addition, the New Warrants will have a term of exercise of six (6) years and an exercise price equal to $0.18. The New Warrants are also subject to a provision prohibiting the exercise thereof to the extent that, after giving effect to such exercise, the holder of such Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of outstanding Common Stock. The New Warrants do not have any preemptive rights or a preference upon any liquidation, dissolution or winding-up of the Company.
+
+* * *
+
+Pursuant to the Reprice Letter Agreements, the Company agreed to prepare and file a registration statement with the Commission that will cover the resale of all of the Common Stock underlying the New Warrants (the “ _New Warrant Shares_ ”) within 30 days of the Stockholder Approval Date.
+
+Stockholder Approval and Other Commitments
+
+|  ● |  _Reverse Stock Split Approval_. Pursuant to the Reprice Letter Agreements, within 75 days of closing the Warrant Reprice Transactions, the Company must call a special meeting to seek stockholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split (the “ _Reverse Stock Split_ ”) of the outstanding shares of Common Stock, which Reverse Stock Split will have a ratio of not less than 1-for-10 and not more than 1-for-35 (each 10 to 35 shares, as the case may be, of Common Stock will be combined to become one share of Common Stock without change to the number of authorized shares of Common Stock of the Company) (the “ _Reverse_  _Stock_  _Split_  _Approval_ ”). If the Reverse Stock Split Approval is not initially obtained at such stockholder meeting, then the Company will be required to call a stockholder meeting every four months thereafter to seek the Reverse Stock Split Approval until it is obtained.  
+---|---|---  
+  
+|  ● |  _Company Guide Approval_. In addition, the Reprice Letter Agreements require the Company to seek such stockholder approvals as may be required to comply with the continued listing rules of the NYSE American Company Guide, including pursuant to Section 713, of the NYSE American Company Guide (the “ _Company Guide Approval_ ”).  
+---|---|---  
+  
+|  ● |  _Voting Commitments_. At the time the Participants entered into their respective Reprice Letter Agreements, each Participant also entered into a Participant Voting Commitment that provides for such Participant to vote its shares of Common Stock in favor of the Reverse Stock Split Approval and the Company Guide Approval. The Reprice Letter Agreements also required the Company to obtain similar voting commitments from the Company’s executive officers, directors, more than 10% stockholders and certain other significant stockholders to vote in favor of the Reverse Stock Split Approval and the Company Guide Approval (the “ _Additional Voting Commitments_ ”).  
+---|---|---  
+  
+The foregoing summaries of the material terms of the Amended Warrants, the New Warrants, the Reprice Letter Agreements, the Participant Voting Commitments, the Additional Voting Commitments, and the Leak-Out Agreements are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1, 10.2, 10.5, 10.6, and 10.7, respectively, and incorporated by reference herein.****
+
+**Anti-Dilution Adjustment to Series B Preferred Stock**
+
+The Certificate of Designation of Preferences, Rights and Limitations for the Company’s outstanding Series B Non-Voting Convertible Preferred Stock (the “ _Series B Preferred Stock_ ”), par value $0.01 per share (the “ _Series B Certificate of Designation_ ”) provides for anti-dilution protections in the event that the Company grants any right to reprice any Company security or issue a new Company security that would entitle the holder to acquire Common Stock at an effective price per share that is lower than the conversion price of the Series B Preferred Stock, which is referred to as “full-ratchet” anti-dilution protection. As a result of the consummation of the Warrant Reprice Transactions that resulted in the Amended Warrants being exercisable at the Reduced Exercise Price and the issuance of New Warrants at the same exercise price, this anti-dilution protection in the Series B Certificate of Designation was triggered. Accordingly, the conversion price of each share of Preferred Stock, which was $0.40 into 2,500 shares of Common Stock, has automatically adjusted downward to now be $0.18 into 5,556 shares of Common Stock. The adjusted conversion price of the Series B Preferred Stock is the same as the Reduced Exercise Price and the exercise price of the New Warrants. Therefore, based on the 11,620 shares of Preferred Stock currently outstanding there will be an additional 35,510,720 shares of Common Stock issuable upon conversion.
+
+* * *
+
+**2022 Private Placement**
+
+On September 9, 2022, the Company entered into a Securities Purchase Agreement (the “ _Securities Purchase Agreement_ ”) with each of the purchasers named therein (the “ _2022 Purchasers_ ”) that provides for the Company to sell in a private placement Units, with each Unit consisting of (i) one share of Series C Preferred Stock, (ii) one Long-Term Warrant, and (iii) one Short-Term Warrant. The Company expects to close the 2022 Private Placement in the fourth quarter of 2022 after the Stockholder Approval Date (the “ _2022 Private Placement Closing Date_ ”), for gross proceeds of $3,250,000, subject to satisfaction of the closing conditions in the Securities Purchase Agreement.
+
+The Company intends to use the net proceeds from the 2022 Private Placement for working capital and general corporate purposes, and has agreed to not use such proceeds for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), for the redemption of any Common Stock, for the settlement of any outstanding litigation, or in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.
+
+Securities Purchase Agreement
+
+The Securities Purchase Agreement entered into by the Company and the Purchasers contains representations, warranties, and covenants of the Company and each of the Purchasers, as well as indemnification rights and other obligations of the parties.
+
+The closing of the 2022 Private Placement will not occur until on or after the Stockholder Approval Date, and is conditioned upon the Company obtaining the Reverse Stock Split Approval and any Company Guide Approval, and the amendment to the Company’s certificate of incorporation to effect the Reverse Stock Split has been filed with and accepted by the Secretary of State of Delaware. These closing conditions are in addition to other customary closing conditions, including the accuracy of the representations and warranties in the Securities Purchase Agreement, the compliance by the parties with the covenants in the Securities Purchase Agreement, material adverse effect occurred with respect to the Company, and no suspension in the trading of the Common Stock. The parties were also provided with customary termination rights, including the right of the Company or any Purchaser to terminate the Securities Purchase Agreement if the consummation of the 2022 Private Placement has not occurred on or before the fifth (5th) trading day following the date the Reverse Stock Split Approval and the Company Guide Approval are received and effective.
+
+Description of Series C Preferred Stock
+
+The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock to be issued in the 2022 Private Placement are set forth in the Company’s form of Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Preferred Stock (the “ _Series C Certificate of Designation_ ”), which form is attached as Exhibit 3.1 to this Current Report on Form 8-K. The Series C Certificate of Designation will be filed with the Delaware Secretary of State prior to the closing of the 2022 Private Placement.
+
+* * *
+
+_Voting Rights_
+
+The holders of shares of the Series C Preferred Stock generally will have no voting rights, except as required by law, and except that the consent of the majority of holders of the outstanding Series C Preferred Stock would be required to: (i) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Series C Certificate of Designation, (ii) amend the Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, (iii) increase the number of authorized shares of Series C Preferred Stock, and (iv) enter into any agreement with respect to any of the foregoing.
+
+_Dividends_
+
+The Holders of the Series C Preferred Stock will be entitled to receive, and the Company will be required to pay, dividends on shares of the Series C Preferred Stock equal (on an as if converted to Common Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. The Series C Preferred Stock will not be entitled to any other dividends.
+
+_Conversion and Limitations_
+
+Each share of Series C Preferred Stock that the Company issues in the Private Placement will be convertible at a current conversion price of $0.18 into 5,556 shares of Common Stock, or an aggregate of 18,057,000 shares of Common Stock (as the same may be adjusted for the Reverse Stock Split), subject to certain limitations upon conversion. The conversion price for the Series C Preferred Stock and the number of shares of Common Stock issuable upon conversion will be adjusted to reflect the Reverse Stock Split. Pursuant to the Series C Certificate of Designation, the Series C Preferred Stock will be subject to another limitation upon conversion of the Preferred Stock to the extent that, after giving effect to such conversion, the holder of such Series C Preferred Stock (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock. ****
+
+_Dilution Protection_
+
+In the event the Company, at any time after the 2022 Private Placement Closing Date and while at least one share of Series C Preferred Stock is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of the Series C Preferred Stock or payment of a dividend on the Series C Preferred Stock); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the conversion price of the Series C Preferred Stock will be adjusted as provided in the Series C Certificate of Designation. Any adjustment made pursuant to the Series C Certificate of Designation will become effective immediately after the effective date of the applicable event described in subsections (i) through (iv) above. In addition, if the Company at any time while the Series C Preferred Stock is outstanding, but prior to the Ratchet Termination Date (as defined in the Series C Certificate of Designation) sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or any securities of the Company or any of its subsidiaries that would entitle the holder thereof to acquire Common Stock at an effective price per share that is lower than the then conversion price of the Series C Preferred Stock, then the conversion price of the Series C Preferred Stock will be reduced to such lower price, which is referred to as a “full-ratchet” anti-dilution protection. This full-ratchet anti-dilution protection is subject to termination as provided in the Series C Certificate of Designation upon the earlier of: (a) the Common Stock achieving an average trading price of 250% of the conversion price during any 10 days during a 30-consecutive trading day period and (b) 75% of the Series C Preferred Stock issued on the original issue date has been converted. The holders of Series C Preferred Stock will not have any preemptive rights as a result of their ownership of Series C Preferred Stock.
+
+* * *
+
+_Liquidation Preference_
+
+In the event of the Company’s liquidation, dissolution or winding up, the holders of Series C Preferred Stock will be entitled to receive the same amount that a holder of Common Stock would receive if the Series C Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder).
+
+Description of 2022 Warrants
+
+The terms of the 2022 Warrants to be issued in the Private Placement shall be as set forth in the form of Long-Term Warrant and Short-Term Warrant attached as Exhibits 4.5 and 4.6 to this Current Report on Form 8-K. The 2022 Warrants will have an exercise price equal to $0.18, subject to customary anti-dilution adjustments as provided in the 2022 Warrants. The Long-Term Warrants will be immediately exercisable for a period of six (6) years after the date of issuance and the Short-Term Warrants will be immediately exercisable for a period of eighteen (18) months after the date of issuance. The 2022 Warrants will be exercisable for an aggregate of 36,111,114 shares of Common Stock. The exercise price for the 2022 Warrants and the number of shares of Common Stock underlying the 2022 Warrants will be adjusted at the time of issuance to reflect the Reverse Stock Split.
+
+The 2022 Warrants are subject to a provision prohibiting the exercise of such 2022 Warrants to the extent that, after giving effect to such exercise, the holder of such 2022 Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock.
+
+The 2022 Warrants will not have any preemptive rights or a preference upon any liquidation, dissolution or winding-up of the Company.
+
+Registration Rights Agreement
+
+In connection with the Securities Purchase Agreement and at the closing of the 2022 Private Placement, the Company will enter into a registration rights agreement (the “ _Registration Rights Agreement_ ”) with the 2022 Purchasers to register the Common Stock underlying the Series C Preferred Stock (the “ _Series C Preferred Stock Conversion Shares_ ”) and the Common Stock underlying the 2022 Warrants (the “ _2022 Warrant Shares_ ” and, together with the Series C Preferred Stock Conversion Shares the “ _2022 Underlying Shares_ ”). Pursuant to the terms of the Registration Rights Agreement, the Company will be required to file an initial registration statement with the Commission covering the resale of the 2022 Underlying Shares no later than 30 days after the Stockholder Approval Date and to use best efforts to have the registration statement declared effective as promptly as practical thereafter.
+
+* * *
+
+The foregoing summaries of the material terms of the Securities Purchase Agreement, the Series C Certificate Designation, the Long-Term Warrants, the Short-Term Warrants, and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed herewith as Exhibits 10.3, 3.1, 4.5, 4.6, and 10.4, respectively, and incorporated by reference herein.
+
+**Private Placement Exemption**
+
+None of the issuance of the New Warrants and the New Warrants Shares in the Warrant Reprice Transactions, and the Units, the Series C Preferred Stock, the 2022 Warrants, or the 2022 Underlying Shares in the 2022 Private Placement (collectively, the “ _2022 Securities_ ”), have been or will be registered at the time of issuance by the Company under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ _Securities Act_ ”), and by Rule 506 of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance either in the Warrant Reprice Transaction or the 2022 Private Placement. The 2022 Securities issued in each of these private placement transactions contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Commission.
+
+**Placement Agent**
+
+Ladenburg Thalmann & Co. Inc. (“ _Ladenburg_ ”) agreed to serve as the Company’s exclusive warrant solicitation agent for the Warrant Reprice Transaction and as the Company’s exclusive placement agent in connection with the 2022 Private Placement, in exchange for a fee equal to 8% of the total gross proceeds to the Company from the Warrant Reprice Transactions and the 2022 Private Placement, subject to certain exclusions. The Company also agreed to reimburse Ladenburg for certain related expenses in an amount not to exceed $50,000 in the aggregate.
+
+**Additional Matters**
+
+The documents entered into in connection with the Warrant Reprice Transactions and the 2022 Private Placement described above and/or attached as an exhibit to this Current Report on Form 8-K (collectively, the “ _Transaction Documents_ ”) contain representations and warranties of the parties to such agreements that may be subject to limitations, qualifications or exceptions agreed upon by the parties, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the Commission. In particular, in your review of the representations and warranties contained in the Transaction Documents and described in the foregoing summary, it is important to bear in mind that the representations and warranties were negotiated in connection with separate transactions and with the principal purpose of allocating contractual risk between the parties in such transactions. The representations and warranties, other provisions of the Transaction Documents or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this Current Report on Form 8-K and in the other reports, statements and filings that the Company publicly files with the Commission.
+
+* * *
+
+**Item 3.02** |  **Unregistered Sales of Equity Securities.**  
+---|---  
+  
+The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the repricing of the 2020 and 2021 Warrants, and the issuance of the New Warrants, along with the New Warrant Shares issuable upon the exercise thereof, and the Private Placement of Units (including the Series C Preferred Stock, the 2022 Warrants, and the 2022 Underlying Shares), is incorporated herein by reference.
+
+**Item 8.01** |  **Other Events**  
+---|---  
+  
+On September 9, 2022, the Company issued a press release relating to the matters set forth herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+This Current Report on Form 8-K contains forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial progress and future financial performance of the Company, as well as the Warrant Reprice Transactions and 2022 Private Placement. This Current Report on Form 8-K contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding the Company’s current product offerings and marketing efforts, the financial and business impact and effect of the completed Warrant Reprice Transactions, the expected completion of and impact of the 2022 Private Placement, our partnerships, and any future revenue that may result from selling the Company’s products, as well as the Company’s expected future financial results. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Current Report on Form 8-K, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading “Risk Factors.” The forward-looking statements in this Current Report on Form 8-K speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
+
+**Item 9.01.** |  **Financial Statements and Exhibits.**  
+---|---  
+  
+(d) Exhibits.
+
+**Exhibit No.** |  | **Description**  
+---|---|---  
+3.1 |  |  |  [Form of Certificate of Designation for the Series C Preferred Stock](<ex_422212.htm>)**  
+4.1 |  |  |  [Form of Amended 2020 Common Stock Warrant](<ex_422213.htm>)  
+4.2 |  |  |  [Form of Amended 2021 Common Stock Warrant](<ex_422214.htm>)  
+4.3 |  |  |  [Form of New Common Stock Warrant for 2020 Participants](<ex_422215.htm>)  
+4.4 |  |  |  [Form of New Common Stock Warrant for 2021 Participants](<ex_422216.htm>)  
+4.5 |  |  |  [Form of Series A-1 Long-Term Common Stock Warrant](<ex_422217.htm>)**  
+4.6 |  |  |  [Form of Series A-2 Short-Term Common Stock Warrant](<ex_422218.htm>)**  
+10.1 |  |  |  [Form of 2020 Reprice Letter Agreement](<ex_422219.htm>)*  
+10.2 |  |  |  [Form of 2021 Reprice Letter Agreement](<ex_422220.htm>)*  
+10.3 |  |  |  [Form of Securities Purchase Agreement](<ex_422221.htm>)*  
+10.4 |  |  |  [Form of Registration Rights Agreement](<ex_422222.htm>)**  
+10.5 |  |  |  [Form of Participant Voting Commitment](<ex_422223.htm>)  
+10.6 |  |  |  [Form of Additional Voting Commitment](<ex_422224.htm>)  
+10.7 |  |  |  [Form of Leak-Out Agreement](<ex_422225.htm>)  
+99.1 |  |  |  [Press Release, dated September 9, 2022](<ex_422226.htm>)  
+104 |  |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* |  Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions are not material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the Commission. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the Commission upon request.  
+---|---  
+** | These documents are not currently effective and will be entered into and become effective only if the 2022 Private Placement is completed on the Private Placement Closing Date.  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin Hall |   
+|  |  Justin Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: September 13, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-10-03 (0001437749-22-023832).md

@@ -0,0 +1,100 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM** **8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** October 3, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which** **Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 3.01** |  **Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**  
+---|---  
+  
+On October 3, 2022, NovaBay Pharmaceuticals, Inc. (the “** _Company_** ”) received a notification (“** _Deficiency Letter_** ”) from the NYSE American LLC Exchange (the “** _NYSE American_** ”) stating that the Company is not in compliance with certain NYSE American continued listing standards. Specifically, the Deficiency Letter indicated that the Company is not in compliance with Section 1003(f)(v) of the NYSE American Company Guide (the “** _Company Guide_** ”) because the Company’s shares of common stock, par value $0.01 (the “** _Common Stock_** ”), were determined by the NYSE American staff to have been selling for a low price per share for a substantial period of time. The Deficiency Letter has no immediate effect on the listing or trading of the Common Stock, and the Common Stock will continue to trade on the NYSE American under the symbol “NBY”, although a “below compliance” indicator will appended to the Company’s ticker symbol (with the added designation of “.BC”) during the period the Company is not in compliance with the NYSE American’s continued listing standards.
+
+Pursuant to Section 1003(f)(v) of the Company Guide and as provided in the Deficiency Letter, the Company’s continued listing is predicated on it effecting a reverse stock split of its Common Stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the NYSE American staff determined to be no later than April 3, 2023. The Deficiency Letter further stated that as a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner.
+
+As disclosed in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “** _SEC_** ”) on September 30, 2022 (as amended and supplemented, the “** _Proxy Statement_** ”) for a special meeting of stockholders, the Company’s Board of Directors (the “** _Board_** ”) has unanimously approved and recommended that the Company’s stockholders approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “** _Certificate of Amendment_** ”), to effect a reverse stock split of all Common Stock issued and outstanding or held in treasury at a ratio of not less than 1-for-10 and not more than 1-for-35 (the “** _Reverse Stock Split_** ”). The Proxy Statement also provides that one of the primary objectives in proposing the Reverse Stock Split for approval by Company stockholders is to increase the market price of the Common Stock so that the Company will be able to satisfy the continued listing requirements of the NYSE American for the foreseeable future. In the Deficiency Letter, the NYSE American staff acknowledged that the Company is seeking stockholder approval for the Reverse Stock Split.
+
+The Company intends to closely monitor the price of its Common Stock, including following the currently planned Reverse Stock Split, and continue to consider available options if its Common Stock does not trade at a consistent level likely to result in the Company regaining compliance by April 3, 2023. The Company’s receipt of the Deficiency Letter does not affect the Company’s business operations or its reporting requirements with the SEC.
+
+**Item 8.01** |  **Other Events**  
+---|---  
+  
+On October 7, 2022, the Company issued a press release announcing its receipt of the Deficiency Letter. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
+
+**Forward-Looking Statements**
+
+This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the impact of the proposed Reverse Stock Split and the Company’s ability to comply with the continued listing requirements of the NYSE American. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this report, are detailed in the Company’s latest Form 10-Q/K filings with the SEC, especially under the heading “Risk Factors,” and in the Proxy Statement, especially under the heading “Proposal Two: The Reverse Stock Split Proposal — Risks Relating to the Reverse Stock Split.” The forward-looking statements in this report speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
+
+* * *
+
+**Item****9.01** |  **Financial Statements and Exhibits.**  
+---|---  
+  
+(d) |  Exhibits.  
+---|---  
+  
+**Exhibit** **No.** |  |  **Description**  
+---|---|---  
+99.1 |  |  [Press Release, dated October 7, 2022](<ex_430044.htm>)  
+104 |  |  Cover Page Interactive Date File (embedded with the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |  |   
+|  |  |   
+|  By: |  /s/ Justin Hall |   
+|  |  Justin Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: October 7, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-11-10 (0001437749-22-027319).md

@@ -0,0 +1,119 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** November 10, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.07** **Submission of Matters to a Vote of Security Holders.**
+
+On November 10, 2022, NovaBay Pharmaceuticals, Inc. (the “ _Company_ ” or “ _NovaBay_ ”) held a special meeting of stockholders (the “ _Special Meeting_ ”), at which the Company’s stockholders were asked to consider three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on September 30, 2022 (the “ _Proxy_ _Statement_ ”). Each of the three proposals was approved by the Company's stockholders. There were 64,988,364 outstanding shares entitled to vote and there were 42,651,910 shares present in person or by proxy at the Special Meeting, representing (65.63%) of the shares outstanding and entitled to vote.
+
+The voting results with respect to the three proposals, as certified by the inspector of elections for the Special Meeting, are presented below.
+
+|  1. |  To approve, as required by and in accordance with Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 96,468,114 shares of the Company’s Common Stock (i) upon exercise of the Amended Warrants and the New Reprice Warrants issued as part of the Company’s Warrant Reprice Transactions entered into on September 9, 2022 (each as discussed and defined in the Proxy Statement) and (ii) the conversion of the Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share, and the exercise of the Long-Term Warrants and the Short-Term Warrants to be issued upon the closing of the Private Placement (each as discussed and defined in the Proxy Statement), including any additional shares of Common Stock due to an increase as a result of applicable anti-dilution adjustments.  
+---|---|---  
+  
+**For** |  **Against** |  **Abstain** |  **Broker Non-Votes 1**  
+---|---|---|---  
+27,129,832 |  4,018,279 |  89,375 |  11,414,424  
+  
+|  2. |  To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of the Company’s Common Stock, issued and outstanding or held in treasury at a ratio of not less than 1-for-10 and not more than 1-for-35 (the “ _Reverse Stock Split_ ”), and to grant authorization to the Company’s Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within the above share range and the timing of the Reverse Stock Split becoming effective or to abandon the Reverse Stock Split.  
+---|---|---  
+  
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+37,507,313 |  5,050,133 |  94,464  
+  
+|  3. |  To adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One and Proposal Two.  
+---|---|---  
+  
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+37,800,071 |  4,421,419 |  430,420  
+  
+All share amounts in this Item 5.07 do not reflect the Reverse Stock Split, which is expected to become effective on Tuesday, November 15, 2022 at 4:15 p.m. New York City Time.
+
+* * *
+
+1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each meeting.
+
+* * *
+
+**Item 8.01** **Other Events**
+
+On November 14, 2022, following stockholder approval, the Board approved a Reverse Stock Split ratio of 1-for-35, and the Company issued a press release announcing the same. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+_This report contains_ “ _forward-looking statements_ ” _within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management_ ’ _s current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to,_ “ _anticipate,_ ” __ “ _believe,_ ” __ “ _continue,_ ” __ “ _could,_ ” __ “ _estimate,_ ” __ “ _expect,_ ” __ “ _intend,_ ” __ “ _may,_ ” __ “ _might,_ ” __ “ _plan,_ ” __ “ _potential,_ ” __ “ _predict,_ ” __ “ _project,_ ” __ “ _should,_ ” __ “ _target,_ ” __ “ _will,_ ” _or_ “ _would_ ” _and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the impact of the proposed Reverse Stock Split and the Company_ ’ _s ability to comply with the continued listing requirements of the NYSE American. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to the Company_ ’ _s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this report, are detailed in the Company_ ’ _s latest Form 10-Q/K filings with the SEC, especially under the heading_ “ _Risk Factors,_ ” _and in the Proxy Statement, especially under the heading_ “ _Proposal Two: The Reverse Stock Split Proposal_ — _Risks Relating to the Reverse Stock Split._ ” _The forward-looking statements in this report speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law._
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+99.1 |  |  [Press Release, dated November 14, 2022](<ex_446672.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+**NovaBay Pharmaceuticals, Inc.**  
+---  
+|   
+|   
+By: |  |  /s/ Justin M. Hall  
+|  |  Justin M. Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: November 14, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2022-11-14 (0001437749-22-027767).md

@@ -0,0 +1,113 @@
+**UNITED STATES**  
+  
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** November 14, 2022
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01.** |  **Entry into a Material Definitive Agreement.**  
+---|---  
+  
+On September 9, 2022, NovaBay Pharmaceuticals, Inc. (the “ _Company_ ”) announced that it entered into a Securities Purchase Agreement with the institutional accredited investors named therein (the “ _Purchasers_ ”), relating to a private placement transaction to sell Company units (“ _Units_ ”) consisting of of (i) a newly designated Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (“ _Series C Preferred Stock_ ”), (ii) a new short-term Series A-1 warrant to purchase common stock (“ _Short-Term_ _Warrants_ ”), and (iii) a new long-term Series A-2 warrant to purchase common stock (“ _Long-Term Warrants_ ” and, together with the Short-Term Warrants, the “ _Warrants_ ”) (the “ _Private Placement_ ”). The terms of the Private Placement were previously described in the Current Report on Form 8-K, filed by the Company on September 13, 2022 (the “ _Private Placement Form 8-K_ ”).
+
+The Private Placement closed on November 18, 2022, for aggregate gross proceeds of approximately $3.25 million, before deducting placement agent fees and other offering expenses.
+
+In connection with the closing of the Private Placement, the Company entered into a registration rights agreement (the “ _Registration Rights Agreement_ ”) with the Purchasers to register the Common Stock underlying the Series C Preferred Stock (the “ _Series C Preferred Conversion Shares_ ”) and the Common Stock underlying the Warrants (the “ _Warrant Shares_ ” and, together with the Series C Preferred Conversion Shares the “ _Underlying_ _Shares_ ”). Pursuant to the terms of the Registration Rights Agreement, the Company is required to file an initial registration statement with the Commission covering the resale of the Series C Preferred Conversion Shares and the Underlying Shares no later than December 12, 2022 and to use best efforts to have the registration statement declared effective no later than January 9, 2023 or, in the event of a “full review” of the registration statement by the Securities and Exchange Commission, February 8, 2023.
+
+The foregoing summaries of the material terms of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is included as Exhibit 10.1 to this report and incorporated by reference herein.
+
+\--12-31
+
+**Item 5.03.** |  **Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.**  
+---|---  
+  
+**_Certificate of Amendment--Reverse Stock Split_**
+
+On November 14, 2022, the Company filed a certificate of amendment (“ _Certificate of Amendment_ ”) providing for an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of 1-for-35 (the “ _Reverse_ _Stock_ _Split_ ”). As provided in the Certificate of Amendment, the Certificate of Amendment and the Reverse Stock Split became effective on November 15, 2022. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
+
+As previously disclosed in a Current Report on Form 8-K filed by the Company on November 14, 2022, the Reverse Stock Split ratio and filing of the Certificate of Amendment was approved by the Company’s Board of Directors on November 14, 2022 after having received the requisite stockholder approval at the Company’s special meeting of stockholders on November 10, 2022.
+
+**_Certificate of Designation--Series C Preferred Stock_**
+
+Before the closing of the Private Placement described in Item 1.01 above, on November 17, 2022, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Preferred Stock (the “ _Certificate of Designation_ ”) setting forth the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock, as summarized in the Private Placement Form 8-K with such summary incorporated herein by reference. A copy of the Certificate of Designation is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
+
+* * *
+
+**Item 9.01** |  **Financial Statements and Exhibits**  
+---|---  
+  
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+3.1 |  |  [Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated November 14, 2022](<ex_448350.htm>)  
+|  |   
+3.2 |  |  [Certificate of Designation for the Series C Preferred Stock, dated November 17, 2022](<ex_448351.htm>)  
+|  |   
+10.1 |  |  [Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2022)](<http://www.sec.gov/Archives/edgar/data/1389545/000143774922022258/ex_422222.htm>)  
+|  |   
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: November 18, 2022

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-01-19 (0001437749-23-001446).md

@@ -0,0 +1,85 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM** **8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:****** January 19, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which** **Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.02** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**
+
+(b) On January 19, 2023, Andrew Jones advised NovaBay Pharmaceuticals, Inc. (the “Company”) of his decision to voluntarily resign from his position as the Company’s Chief Financial Officer and Treasurer effective as of February 15, 2023. Mr. Jones did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. 
+
+In connection with Mr. Jones’ departure, he and the Company will enter into a consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, following Mr. Jones’ departure, he will make himself available to consult with the Company regarding matters with which he was involved or has knowledge on an as-needed basis for six months at an hourly rate of $190.
+
+Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Consulting Agreement, and such description is qualified in its entirety by reference to the full text of the agreement, which will be filed with the Annual Report on Form 10-K for the year ended December 31, 2022.
+
+(c) Due to Mr. Jones’ departure, the Board of Directors of the Company appointed Tommy Law, currently the Company’s Controller, as the Company’s Interim Chief Financial Officer and Treasurer, effective February 16, 2023, until a permanent replacement can be found. The Company expects to launch a search for a permanent Chief Financial Officer and Treasurer immediately.
+
+Mr. Law is not currently party to an employment agreement with the Company; however, Mr. Law’s at-will employment currently includes a base salary of $170,000 per year as well as the opportunity to earn an annual performance bonus. Mr. Law will not receive any additional compensation for assuming the role of Interim Chief Financial Officer during this period.
+
+Mr. Law, age 37, has served the Company since December 2019 in a variety of positions, most recently as the Corporate Controller since September 2022. As the Corporate Controller, Mr. Law was responsible for quarterly filings with the SEC, as well as managing the periodic financial close process. Prior to serving as the Corporate Controller, Mr. Law served the Company as an Assistant Controller (April 2022 to September 2022), Accounting Manager (June 2020 to April 2022) and Senior Accountant (December 2019 to June 2020). Prior to joining the Company, Mr. Law was a Senior Accountant at KP LLC, a marketing solutions company, from January 2017 to December 2019. Previously, he served as Accounting Manager at Hitachi Solutions America, Ltd., an information technology company, from 2012 to 2015. Mr. Law received a B.S. in Business Administration, Accounting from the San Jose State University.
+
+There are no arrangements or understandings, other than the employment arrangement described above, between Mr. Law and any other persons pursuant to which he was selected as the Company’s Interim Chief Financial Officer and Treasurer. There are also no family relationships between Mr. Law and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
+
+(e) The description of the Consulting Agreement set forth in Item 5.02(b) above is incorporated by reference.
+
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: | /s/ Justin Hall |   
+|  | Justin Hall |   
+|  | _Chief Executive Officer and General Counsel_ |   
+  
+Dated: January 20, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-04-27 (0001437749-23-011416).md

@@ -0,0 +1,199 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM** **8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** April 27, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  **Trading Symbol(s)** |  **Name of Each Exchange On Which** **Registered**  
+---|---|---  
+Common Stock, par value $0.01 per share |  NBY |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01** **Entry into a Material Definitive Agreement**
+
+On April 27, 2023, NovaBay Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with existing accredited institutional investors (the “Purchasers”) of the Company that provides for the issuance and sale in a private placement (the “Private Placement”) of (i) $3.3 million aggregate principal amount of original issue discount senior secured convertible debentures due eighteen (18) months from the date of issuance (the “Debentures”), (ii) new long-term Series B-1 warrants to purchase Company common stock, par value $0.01 per share (“Common Stock”), as further described below (“Long-Term Warrants”), and (iii) new short-term Series B-2 warrants to purchase Common Stock, as further described below (“Short-Term Warrants” and, together with the Long-Term Warrants, the “2023 Warrants”). Any defined terms used and not defined in this Form 8-K have the meanings provided in the Purchase Agreement.
+
+The closing of the Private Placement is expected to occur on or about May 1, 2023, or as soon as practicable thereafter upon the satisfaction of the closing conditions of the Company and the Purchasers as set forth in the Purchase Agreement (the “Private Placement Closing”). In connection with the Private Placement Closing, Common Stock purchase warrants that the Company previously issued to the Purchasers and to other existing investors in prior private placements and warrant reprice transactions will be amended to lower the exercise price of the previously issued warrants exercisable for an aggregate of 1,647,310 shares of Common Stock from $6.30 to $1.50 per share, as further described below.
+
+Gross proceeds from the issuance and sale of the Debentures and the 2023 Warrants to the Purchasers is expected to be $3.0 million. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes, and has agreed not to use such proceeds for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices, or payments made on the Debentures), for the redemption of any Common Stock, for the settlement of any outstanding litigation, or in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.
+
+**Purchase Agreement**
+
+The Purchase Agreement contains representations, warranties, and covenants of the Company and each of the Purchasers, as well as indemnification rights of the Purchasers and other obligations of the parties. Under the terms of the Purchase Agreement, the Company agreed to reserve and maintain a sufficient number of shares of Common Stock upon the future conversion of the Debentures and exercise of the 2023 Warrants in accordance with their terms. 
+
+Since the Common Stock is currently listed on the NYSE American, the Company is required to comply with the continued listing rules of the NYSE American Company Guide, and among these requirements are Section 713(a) and (b) of the NYSE American Company Guide. Section 713(a) of the NYSE American Company Guide requires stockholder approval in connection with a private transaction involving the sale, issuance, or potential issuance, of common stock or securities convertible into common stock, equal to 20.0% or more of presently outstanding stock for less than the greater of book or market value. Section 713(b) of the NYSE American Company Guide requires stockholder approval of a private transaction involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) when the issuance or potential issuance of additional shares may result in a change of control of the issuer. As a result of the significant number of shares of Common Stock that may be issued upon the future conversion or redemption of the Debentures and exercise of the 2023 Warrants compared to the currently issued and outstanding shares of Common Stock, the Company will be required to obtain stockholder approval in accordance with the NYSE American Company Guide Rule 713(a) and Rule 713(b) (the “Stockholder Approval”). Pursuant to the Purchase Agreement, the Company will promptly hold a meeting of stockholders within sixty (60) days following the Private Placement Closing for the purpose of obtaining the Stockholder Approval. To the extent that the Stockholder Approval is not obtained, then the Company will be required to call a meeting of stockholders every two (2) months until Stockholder Approval is obtained or the Debentures are no longer outstanding.
+
+Pursuant to the Purchase Agreement, the Company agreed to certain other covenants after the date of the Private Placement Closing, which include:
+
+|  ● |  a restriction upon the Company or its subsidiary (i) issuing, or entering into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or Common Stock Equivalents, (ii) incurring, entering into any agreement to incur, or announcing the incurrence or propose the incurrence of any indebtedness, or (iii) filing any registration statement or any amendment or supplement thereto other than in connection with the Private Placement, subject to limited exceptions, until ninety (90) days after the later of (x) the date Stockholder Approval is received and effective and (y) the effective date of the initial registration statement registering the Common Stock underlying the Debentures and the 2023 Warrants; and  
+---|---|---  
+|  ● |  the payment of partial liquidated damages to the holders of the Debentures and the 2023 Warrants in certain circumstances, which include when the Company (i) is not in compliance with the public information requirements under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) or (ii) has not removed restrictive legends within the timing provided for in the Purchase Agreement.  
+---|---|---  
+  
+* * *
+
+The consummation of the Private Placement is subject to the satisfaction or waiver of, among other customary closing conditions, the accuracy of the representations and warranties in the Purchase Agreement, compliance by the parties with the covenants in the Purchase Agreement, no material adverse effect occurring with respect to NovaBay, no suspension in the trading of the Common Stock, and the execution and delivery of the Security Agreement, the Subsidiary Guarantee, the Registration Rights Agreement, the Voting Commitments and the Warrant Amendments, as described below.
+
+**Amendment to Series C Securities Purchase Agreement**
+
+The terms of the Purchase Agreement also provide for the Purchasers, who were also parties to the Company’s Securities Purchase Agreement, dated September 9, 2022 (the “Prior Purchase Agreement”), to amend a covenant in the Prior Purchase Agreement that restricts the Company from effecting or entering into an agreement to effect the issuance of Common Stock involving a Variable Rate Transaction (as defined in the Prior Purchase Agreement) until November 2023 to exclude the transactions contemplated by the Purchase Agreement from this restrictive covenant. This amendment will become effective on the date of the Private Placement Closing, which will allow the Company to enter into the Purchase Agreement and the Debenture and to effect the Variable Rate Transactions as contemplated by the Debentures. 
+
+**Description of the Debentures**
+
+_Aggregate Principal Amount and Term_. The aggregate principal amount of the Debentures issued in the Private Placement will be $3.3 million (the “Aggregate Principal Amount”). The Debenture will be issued at a 10% discount to the Purchasers in the Private Placement resulting in gross proceeds received by the Company of $3.0 million. The Debentures will have a term of 18 months after the Private Placement Closing.
+
+_Conversion_. At any time after issuance, the Debentures will be convertible by the holder, in whole or in part, into shares of Common Stock at a conversion price equal to $1.30 per share (“Conversion Price”), subject to limitations upon conversion, including until such time as the Stockholder Approval is obtained by the Company. The aggregate number of shares of Common Stock issuable at the time of issuance of the Debentures will be 2,538,464 shares of Common Stock, which number of shares will be subject to reduction for conversions and redemptions of the Debentures and to customary antidilution adjustments (the “Conversion Shares”). Until Stockholder Approval occurs, the Debenture holders may convert their Debentures only up to their pro rata share of an aggregate of 438,669 shares of Common Stock, which is 19.99% of outstanding shares of Common Stock immediately prior to the Private Placement Closing. The Debentures are subject to another limitation upon conversion into shares of Common Stock to the extent that, after giving effect to such conversion, the holder of a Debenture (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock.
+
+_Dilution Protection._ In the event the Company, at any time after the date of the Private Placement Closing and the Debentures are outstanding: (i) pays a dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of the Debenture); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the conversion price of Debentures shall be adjusted as provided in the Debenture. Any adjustment made shall become effective immediately after the effective date of the applicable event described in subsections (i) through (iv) above. The Debentures are subject to other customary anti-dilution protections as more fully described in the Debentures, which include protections relating to the Company issuing Purchase Rights, making Distributions and/or entering into a Fundamental Transaction (as each is defined in the Debenture).
+
+_Redemption._ The terms of the Debentures require that the Company make a monthly redemption of the Debentures (“Monthly Redemption”) beginning on June 1, 2023 of 1/18th of the Aggregate Principal Amount multiplied by 1.05 (the “Monthly Redemption Amount”) in cash; however, the Monthly Redemption, at the election of the Company can be made by the Company in Common Stock at a conversion rate equal to the lower of (i) the Conversion Price or (ii) 90% of the Company’s average VWAP (as defined in the Debenture) over 10 trading days. The Debenture provides the Company with the option to redeem the then outstanding principal amount of the Debenture for cash, subject to the Company satisfying the Equity Conditions (as defined in the Debenture) on each trading day between the date notice of redemption is provided by the Company to the holders of the Debentures and the date such redemption occurs. The Debentures also provide for a mandatory redemption by the Company of a portion of the principal amount of the Debentures after completing a capital raise transaction following the Private Placement Closing. The mandatory redemption amount of the Debentures shall be equal to at least 20% of the gross proceeds received by the Company in such capital raise transaction.
+
+_Event of Default_. If any Event of Default (as defined in the Debentures) occurs, the outstanding principal amount of the Debentures, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder’s election, immediately due and payable in cash. Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of the Debentures, the interest rate on the Debentures shall accrue at an interest rate equal to the lesser of 18% per annum and the maximum rate permitted under applicable law.
+
+* * *
+
+_Negative Covenants._ As long as any portion of the Debentures remain outstanding, unless the holders of at least 67% of the then outstanding principal amount of the Debentures shall have otherwise given prior written consent, the Company and its subsidiary shall not, directly or indirectly: (i) incur indebtedness or borrowed money, including a guarantee, other than Permitted Indebtedness (as defined in the Debenture), (ii) enter into, incur or create any Lien of any kind, other than Permitted Liens (as defined in the Debenture), (iii) amend its charter documents in a manner that materially and adversely affects the rights of any holder of the Debentures; (iv) repay or repurchase or otherwise acquire shares of Common Stock or Common Stock Equivalents or any Indebtedness (as defined in the Debenture), subject to exceptions as set forth in the Debenture; (v) pay cash dividends of distributions; or (vi) enter into a transaction with an affiliate which would be required to be disclosed in a public filing with the Securities and Exchange Commission (the “Commission”), unless an arm’s length transaction and approved by a majority of disinterested directors. 
+
+The terms, conditions, covenants and other provisions applicable to the Debenture to be issued in the Private Placement are set forth in the form of Debenture that is attached as Exhibit 4.1 to this Form 8-K.
+
+**Description of 2023 Warrants**
+
+The 2023 Warrants issued in the Private Placement will have an exercise price equal to $1.30, subject to customary anti-dilution adjustments as provided in the 2023 Warrants. The 2023 Warrants, however, will not be exercisable into the Warrant Shares unless and until the Stockholder Approval is obtained (the “Initial Exercise Date”). After the Initial Exercise Date, the Long-Term Warrants will be exercisable for a period of five (5) years thereafter and the Short-Term Warrants will be exercisable for a period of two (2) years thereafter. The 2023 Warrants will be exercisable for an aggregate of 5,076,928 shares of Common Stock (the “Warrant Shares”). The 2023 Warrants prohibit the exercise of such 2023 Warrants to the extent that, after giving effect to such exercise, the holder of such 2023 Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock. The 2023 Warrants do not have any preemptive rights or a preference upon any liquidation, dissolution or winding-up of the Company.
+
+The terms, covenants and other provisions of the 2023 Warrants to be issued in the Private Placement are set forth in the form of the 2023 Warrants attached as Exhibit 4.2 and 4.3 to this Form 8-K.
+
+**Security Agreement and Subsidiary Guaranty**
+
+In connection with the Private Placement Closing, the Company and DERMAdoctor, LLC, its wholly owned subsidiary (“DERMAdoctor”), will enter into a Security Agreement (“Security Agreement”) that grants the holders of the Debentures a security interest, a lien upon and a right of set-off against all of the Company’s and DERMAdoctor’s assets as collateral security for all of the Company’s obligations under the Debentures. A form of the Security Agreement is attached to this Form 8-K as Exhibit 10.2. To further secure the Company’s obligations under the Debenture, DERMAdoctor will also execute a Subsidiary Guarantee (the “Subsidiary Guarantee”), pursuant to which DERMAdoctor agrees to guaranty the Company’s obligations owed to the Debenture holders. A form of the Subsidiary Guarantee is attached to this Form 8-K as Exhibit 10.3. The Security Agreement and the Subsidiary Guarantee will remain in effect until the Company’s obligations under the Debentures have been fully satisfied.
+
+**Voting Commitments**
+
+The Purchase Agreement also requires that the Company obtain voting commitments from the Company’s executive officers, directors, more than 10% stockholders, Mr. Fu and Pioneer Pharma (Hong Kong) Company Ltd. to support the Stockholder Approval (the “Voting Commitments”). These Voting Commitments are to be delivered at the Private Placement Closing. A form of the Voting Commitment is attached to this Form 8-K as Exhibit 10.4.
+
+**Warrant Amendments**
+
+In connection with the Private Placement, each Purchaser and the Company is entering into a Warrant Amendment Agreement (the “Warrant Amendment Agreement”), that provides for the amendment of the Common Stock purchase warrants issued by the Company to the Purchasers in the Company’s private placements that closed in November 2022 and November 2021, and that were issued to the Purchasers in the Company’s warrant reprice transaction that closed in September 2022 (collectively, the “Purchaser Outstanding Warrants”). The amendment to each of the Purchaser Outstanding Warrants lowers the exercise price from $6.30 to $1.50 per share and will not take effect until the Private Placement Closing. In addition, the Company will enter into Warrant Amendment Agreements with certain other existing investors that hold previously issued Common Stock purchase warrants, which was a condition for Mr. Fu and Pioneer Pharma (Hong Kong) Company Ltd. entering into and delivering their Voting Commitment to the Company.
+
+A form of the Warrant Amendment Agreement to be entered into by the Purchasers and the other existing investors is attached to this Form 8-K as Exhibit 4.4.
+
+* * *
+
+**Registration Rights Agreement**
+
+In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers to register the Conversion Shares and the Warrant Shares. A form of the Registration Rights Agreement is attached to this Form 8-K as Exhibit 10.5. Pursuant to the terms of the Registration Rights Agreement, the Company will file an initial registration statement with the Commission covering the resale of the Conversion Shares and the Warrant Shares no later than 30 days after the Private Placement Closing and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days (or ninety (90) days in certain circumstances) after the Date of the Private Placement Closing. The Company’s failure to satisfy certain conditions and deadlines described in the Registration Rights Agreement may subject it to payment of certain liquidated damages.
+
+**The Private Placement Exemption**
+
+The Debentures, the 2023 Warrants, the Conversion Shares and the Warrant Shares, each to be issued by the Company pursuant to the Purchase Agreement, the Debentures and/or the 2023 Warrants, as applicable, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. These securities contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company and is made only as required under applicable rules for filing current reports with the Commission.
+
+**Placement Agent**
+
+Ladenburg Thalmann & Co. Inc. (“Ladenburg”) agreed to serve as the Company’s exclusive placement agent in connection with the Private Placement, in exchange for a fee equal to 8% of the total gross proceeds to the Company from the Private Placement. The Company also agreed to reimburse Ladenburg for certain related expenses in an amount not to exceed $55,000 in the aggregate.
+
+**Anti-Dilution Adjustment to Series B Preferred Stock and the Series C Preferred Stock**
+
+The Certificate of Designation of Preferences, Rights and Limitations for the Company’s outstanding Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”), par value $0.01 per share (the “Series B Certificate of Designation”) and the Certificate of Designation of Preferences, Rights and Limitations for the Company’s outstanding Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”), par value $0.01 per share (the “Series C Certificate of Designation”) provides for anti-dilution protections in the event that the Company grants any right to reprice any Company security or issue a new Company security that would entitle the holder to acquire Common Stock at an effective price per share that is lower than the conversion price of the Series B Preferred Stock and the Series C Preferred Stock, which is referred to as “full-ratchet” anti-dilution protection. As a result of the consummation of the Private Placement that resulted in the issuance of the Debentures that are convertible into shares of Common Stock at a conversion price of $1.30, this anti-dilution protection in the Series B Certificate of Designation and the Series C Certificate of Designation was triggered. Accordingly, the conversion price of each share of Series B Preferred Stock and each share of Series C Preferred Stock, which were each $6.30 convertible into 159 shares of Common Stock, have both automatically adjusted downward to now be $1.30 convertible into 770 shares of Common Stock. The adjusted conversion price of the Series B Preferred Stock and Series C Preferred Stock is the same as the conversion price of the Conversion Shares for the Debentures and the exercise price of the 2023 Warrants. Therefore, based on the Series B Preferred Stock and Series C Preferred Stock currently outstanding, there will be an additional 7,863,570 shares of Common Stock issuable upon conversion.
+
+***
+
+The forms of Purchase Agreement, Warrants, Security Agreement, Subsidiary Guarantee, Voting Commitment, Warrant Amendment and Registration Rights Agreement (collectively, the “Transaction Documents”) were provided to the Purchasers with information regarding their terms, and they are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of such agreements as of a specific date and were solely for the benefit of the parties to such agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
+
+The foregoing summaries of the material terms of the Transaction Documents are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed with this Form 8-K as exhibits and incorporated by reference herein.
+
+* * *
+
+**Item** **2.03.** |  **Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**  
+---|---  
+  
+The information in Item 1.01 of this Form 8-K above is responsive to this Item 2.03 and incorporated by reference into this Item 2.03.
+
+**Item 3.02** **Unregistered Sales of Equity Securities**
+
+The information disclosed in Item 1.01 of this Form 8-K regarding the Private Placement of the Debentures, the Warrants and the other securities offered by the Company, including the Conversion Shares and the Warrant Shares, is responsive to this Item 3.02 and incorporated by reference into this Item 3.02.
+
+**Item 8.01** **Other Events**
+
+On April 27, 2023, the Company issued a press release announcing the Private Placement, a copy of which is attached as Exhibit 99.1 to this Form 8-K.
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+This Form 8-K contains forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial progress and future financial performance of the Company, as well as the Private Placement. This Form 8-K contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements include, but are not limited to, statements regarding the Company’s current product offerings and marketing efforts, the financial and business impact and effect of the expected completion of and impact of the Private Placement, our partnerships, and any future revenue that may result from selling the Company’s products, as well as the Company’s expected future financial results. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in, or implied by, these forward-looking statements. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Form 8-K, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading “Risk Factors.” The forward-looking statements in this Form 8-K speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+4.1 |  |  [Form of Original Issue Discount Secured Senior Convertible Debenture**](<ex_508269.htm>)  
+4.2 |  |  [Form of Series B-1 Long-Term Common Stock Warrant**](<ex_508270.htm>)  
+4.3 |  |  [Form of Series B-1 Short-Term Common Stock Warrant**](<ex_508271.htm>)  
+4.4 |  |  [Form of Warrant Amendment Agreement](<ex_508272.htm>)  
+10.1 |  |  [Form of Securities Purchase Agreement*](<ex_508273.htm>)  
+10.2 |  |  [Form of Security Agreement*](<ex_508274.htm>)  
+10.3 |  |  [Form of Subsidiary Guarantee](<ex_508275.htm>)  
+10.4 |  |  [Form of Voting Commitment**](<ex_508276.htm>)  
+10.5 |  |  [Form of Registration Rights Agreement](<ex_508277.htm>)  
+99.1 |  |  [Press Release, dated April 27, 2023](<ex_508278.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* Certain schedules and exhibits were omitted as well as certain confidential portions of the agreements by means of marking such portions with brackets (due to such confidential portions are not material and would be competitively harmful if publicly disclosed) pursuant to Item 601 of Regulation S-K promulgated by the Commission. The Company agrees to supplementally furnish a copy of any omitted schedule, exhibit or confidential portions to the Commission upon request.
+
+** These documents are not currently effective and will be entered into and become effective only if the Private Placement is completed.
+
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin Hall |   
+|  |  Justin Hall |   
+|  |  _Chief Executive Officer and General Counsel_ |   
+  
+Dated: April 27, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-05-01 (0001437749-23-011990).md

@@ -0,0 +1,89 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM** **8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** May 1, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☒ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which** **Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 8.01** **Other Events**
+
+On April 27, 2023, NovaBay Pharmaceuticals, Inc. (the “Company”) announced that it entered into a Securities Purchase Agreement, dated April 27, 2023 (the “Purchase Agreement”) with existing accredited institutional investors named therein (the “Purchasers”), relating to a private placement transaction (the “Private Placement”) to issue and sell (i) $3.3 million aggregate principal amount of original issue discount senior secured convertible debentures due eighteen (18) months from the date of issuance (the “Debentures”), (ii) new long-term Series B-1 warrants (“Long-Term Warrants”) to purchase Company common stock, par value $0.01 per share (“Common Stock”), and (iii) new short-term Series B-2 warrants to purchase Common Stock (“Short-Term Warrants” and, together with the Long-Term Warrants, the “2023 Warrants”). In connection with the Private Placement, Common Stock purchase warrants that the Company previously issued to the Purchasers and to certain existing investors in prior private placements and warrant reprice transactions were amended pursuant to the terms of the Warrant Amendment Agreements, which lowered the exercise price of such warrants from $6.30 to $1.50 per share.
+
+The terms of the Private Placement, the Purchase Agreement, the Warrant Amendment Agreement and the other transaction documents were previously described in the Current Report on Form 8-K, filed by the Company on April 27, 2023 (the “Private Placement Form 8-K”).
+
+The Private Placement closed on May 1, 2023 (the “Private Placement Closing”), for aggregate gross proceeds of approximately $3.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes, and has agreed not to use such proceeds for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices, or payments made on the Debentures), for the redemption of any Common Stock, for the settlement of any outstanding litigation, or in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.
+
+**_Additional Information_**
+
+As disclosed in the Private Placement Form 8-K, as a result of the significant number of shares of Common Stock that may be issued upon the future conversion or redemption of the Debentures and exercise of the 2023 Warrants compared to the currently issued and outstanding shares of Common Stock, the Company will be required to obtain stockholder approval in accordance with the NYSE American Company Guide Rule 713(a) and Rule 713(b) (the “Stockholder Approval”). Pursuant to the Purchase Agreement, the Company will promptly hold a meeting of stockholders within sixty (60) days following the Private Placement Closing, which occurred on May 1, 2023 for the purpose of obtaining the Stockholder Approval. To the extent that the Stockholder Approval is not obtained, then the Company will call a meeting of stockholders every two (2) months until Stockholder Approval is obtained or until the Debentures are no longer outstanding.
+
+In connection with the Stockholder Approval, the Company intends to file a preliminary proxy statement with the Securities and Exchange Commission (the “Commission”) on or about May 5, 2023, and subsequently mail a definitive proxy statement relating to the Stockholder Approval. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Stockholder Approval, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the Stockholder Approval. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and other documents filed in connection with the Stockholder Approval, as these materials will contain important information about these matters, as well as the Company and the Private Placement. When available, the definitive proxy statement and other relevant materials will be sent to stockholders of the Company as of a record date established for voting on the Stockholder Approval. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the Commission, without charge, once available, at the Commission’s website at www.sec.gov, or by directing a request to: NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, CA 94608, attention: Corporate Secretary.
+
+**_Participants in the Solicitation_**
+
+The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Stockholder Approval. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the Commission, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Commission on March 31, 2023 and amended on April 28, 2023, and is available free of charge at the Commission’s website at www.sec.gov, or by directing a request to: NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, CA 94608, attention: Corporate Secretary. Additional information regarding the interests of such participants will be contained in the preliminary proxy statement and definitive proxy statement for the Stockholder Approval when available.
+
+**_No Offer or Solicitation_**
+
+This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Stockholder Approval and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
+
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin Hall |   
+|  |  Justin Hall |   
+|  |  _Chief Executive Officer and General Counsel_ |   
+  
+Dated: May 2, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-06-09 (0001437749-23-017421).md

@@ -0,0 +1,113 @@
+\--12-31
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** June 9, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.03** **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year**
+
+On June 13, 2023, the Board of Directors of NovaBay Pharmaceuticals, Inc. (the “Company”) approved an amendment to Article III, Section 8 of its Bylaws, as amended and restated, changing the Company’s stockholders’ meeting quorum requirement from “the holders of a majority of the voting power of all of the outstanding shares of stock entitled to vote” to “the holders of 1/3 of the voting power of all of the outstanding shares of stock entitled to vote”.
+
+The foregoing summary of the Company’s Bylaws, as amended and restated effective June 13, 2023, is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 3.1 to this Form 8-K.
+
+**Item 5.07** **Submission of Matters to a Vote of Security Holders.**
+
+On June 9, 2023, the Company held its 2023 Annual Meeting, at which the Company’s stockholders voted on three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on May 18, 2023. There were 2,728,824 outstanding shares entitled to vote and there were 1,384,490 shares present in person or by proxy at the 2023 Annual Meeting, representing approximately fifty-one percent (51%) of the shares outstanding and entitled to vote. The voting results are presented below.
+
+1\. To elect the two (2) Class I directors nominated by the Company’s Board of Directors to hold office for a term of three (3) years or until their respective successors are elected and qualified.
+
+**Nominee** |  **For** |  **Withhold** |  **Broker Non-Vote 1**  
+---|---|---|---  
+Mijia (Bob) Wu |  702,345 |  122,898 |  559,247  
+Dr. Yenyou (Jeff) Zheng |  699,379 |  125,864 |  559,247  
+  
+2\. To ratify the appointment by the Company’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
+
+**For** |  **Against** |  **Abstain**  
+---|---|---  
+1,278,876 |  96,238 |  9,376  
+  
+3\. To approve the issuance of an aggregate of 7,615,392 shares of common stock upon (i) the conversion of the $3.3 million aggregate principal amount Original Issue Discount Senior Secured Convertible Debentures due November 1, 2024 and (ii) the exercise of certain long-term warrants and short-term warrants, including any additional shares of common stock due to an increase as a result of applicable anti-dilution adjustments or the monthly redemption of the Debentures.
+
+**For** |  **Against** |  **Abstain** |  **Broker Non-Vote****1**  
+---|---|---|---  
+694,467 |  126,060 |  4,716 |  559,247  
+  
+* * *
+
+1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.
+
+* * *
+
+**Item 9.01** **Financial Statements and Exhibits.**
+
+(d) Exhibits.
+
+**Exhibit No.** |  |  **Description**  
+---|---|---  
+3.1 |  |  [Bylaws, as amended and restated effective June 13, 2023](<ex_533113.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin Hall  
+|  |  Justin Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: June 14, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-06-29 (0001437749-23-019506).md

@@ -0,0 +1,77 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** June 29, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+  
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+---|---  
+  
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+---|---  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**
+
+(b) On June 29, 2023, Dr. Audrey Kunin advised NovaBay Pharmaceuticals, Inc. (the “Company”) of her decision to retire and resign from her position as the Company’s Chief Product Officer effective as of November 5, 2023, the natural expiration of her Executive Employment Agreement, dated November 5, 2021. 
+
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.**  
+---|---  
+|  |   
+|  |   
+|  By: |  /s/ Justin Hall  
+|  |  Justin Hall  
+|  |  Chief Executive Officer and General Counsel  
+  
+Dated: July 6, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-07-06 (0001437749-23-019612).md

@@ -0,0 +1,75 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** July 6, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.02** |  **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**  
+---|---  
+  
+(b) On July 6, 2023, Dr. Jeff Kunin advised NovaBay Pharmaceuticals, Inc. (the “Company”) of his decision to retire and resign from his position as the President of DERMAdoctor, LLC, the Company’s wholly owned subsidiary, effective as of November 5, 2023, the natural expiration of his Executive Employment Agreement, dated November 5, 2021.
+
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin Hall |   
+|  |  Justin Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: July 7, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-12-07 (0001437749-23-034081).md

@@ -0,0 +1,88 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM**8-K****
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** December 7, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 5.02** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers**
+
+On December 7, 2023, NovaBay Pharmaceuticals, Inc. (the “Company”) and Justin M. Hall, the Chief Executive Officer and General Counsel of the Company, executed a Second Amendment (the “Second Amendment”) to Mr. Hall’s Executive Employment Agreement, dated January 31, 2020 (the “Employment Agreement”), as amended by the First Amendment to Executive Employment Agreement, effective as of December 31, 2021 (the “First Amendment”), to further extend the term of his employment, which expires on December 31, 2023, to provide for a term ending December 31, 2024 (unless terminated earlier in accordance with the terms of the Employment Agreement).
+
+The foregoing description of the terms of the Employment Agreement, the First Amendment and the Second Amendment do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the Employment Agreement, the First Amendment and the Second Amendment, which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated by reference.
+
+**Item 9.01** **Financial Statements and Exhibits**
+
+(d) Exhibits
+
+Exhibit No. |  |  Description  
+---|---|---  
+10.1+ |  |  [Executive Employment Agreement with Justin M. Hall, dated January 31, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2020)](<http://www.sec.gov/Archives/edgar/data/1389545/000143774920001861/ex_171553.htm>)  
+10.2+ |  |  [First Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2021 (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2022)](<http://www.sec.gov/Archives/edgar/data/1389545/000143774922001821/ex_325549.htm>)  
+10.3+ |  |  [Second Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2023](<ex_604715.htm>)  
+104 |  |  Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+\+ Indicates a management contract or compensatory plan or arrangement.  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  |  |   
+|  By:  |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+  
+Dated: December 11, 2023

data/filings/SDEV/Stablecoin Development Corp (SDEV) - Form 8-K. 2023-12-21 (0001437749-23-035032).md

@@ -0,0 +1,147 @@
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**WASHINGTON, D.C. 20549**
+
+**FORM** **8-K**
+
+**CURRENT REPORT**
+
+**Pursuant to Section 13 or 15(d) of the**
+
+**Securities Exchange Act of 1934**
+
+**Date of earliest event reported:** December 21, 2023
+
+NovaBay Pharmaceuticals, Inc.
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+Delaware |  001-33678 |  68-0454536  
+---|---|---  
+**(State or Other Jurisdiction** **of Incorporation)** |  **(Commission File Number)** |  **(I.R.S. Employer** **Identification No.)**  
+  
+2000 Powell Street, Suite 1150, Emeryville, CA 94608
+
+**(Address of Principal Executive Offices) (Zip Code)**
+
+(510) 899-8800
+
+**(Registrant** ’**s telephone number, including area code)**
+
+Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
+
+☐ |  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
+---|---  
+|   
+☐ |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
+|   
+☐ |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
+  
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of Each Class** |  |  **Trading Symbol(s)** |  |  **Name of Each Exchange On Which Registered**  
+---|---|---|---|---  
+Common Stock, par value $0.01 per share |  |  NBY |  |  NYSE American  
+  
+Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
+
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+
+* * *
+
+**Item 1.01** |  **Entry into a Material Definitive Agreement**  
+---|---  
+  
+On December 21, 2023, NovaBay Pharmaceuticals, Inc. (the “ _Company_ ”) announced that on December 21, 2023, it entered into letter agreements (the “ _Letter Agreements_ ”) with certain of existing holders of its Series B-1 warrants (the “ _Series B-1 Warrants_ ”) to purchase Company common stock, par value $0.01 per share (“ _Common Stock_ ”) and its the Series B-2 warrants (the “ _Series B-2 Warrants_ ” and together with the Series B-1 Warrants, the “ _Series B Warrants_ ”) to purchase Common Stock that were issued to such holders pursuant to a Securities Purchase Agreement, dated April 27, 2023. The holders of Series B Warrants that entered into Letter Agreements are referred to in this Current Report on Form 8-K as the “ _Participants_ ”.
+
+The Letter Agreements provide for the following (which are collectively referred to as the “ _Warrant Reprice Transactions_ ”):
+
+**Initial Warrant Exercise**
+
+Pursuant to the terms of the Letter Agreements, the Participants agreed to make an initial exercise (the “ _Initial Warrant Exercise_ ”) of a portion of their Series B Warrants at a reduced exercise price of $0.25 (the “ _Reduced Exercise Price_ ”) (as reduced from the exercise price of $1.30 as set forth in the Series B Warrants). There were an aggregate of approximately 2.2 million shares of Common Stock underlying the Series B Warrants exercised in connection with the Initial Warrant Exercise, resulting in gross proceeds to the Company of approximately $554.8 thousand.
+
+The closing of the Initial Warrant Exercise is expected to occur on December 21, 2023. The resale of the shares of Common Stock underlying the Series B Warrants (“ _Warrant Shares_ ”) have been registered pursuant to a registration statement on Form S-1 (File No. 333-272304) that is on file with the U.S. Securities and Exchange Commission (the “ _Commission_ ”).
+
+**Limited Warrant Exercise Opportunity**
+
+During the period beginning on the date of the Letter Agreements through 5:00 p.m. New York City Time on January 26, 2024 (the “ _Exercise Period_ ”), the Participants have the option to make additional exercises (the “ _Optional Warrant Exercises_ ”) of their Series B Warrants at the Reduced Exercise Price up to the full number of shares of unexercised underlying shares of Common Stock. The Initial Warrant Exercise and the Optional Warrant Exercises are collectively referred to as the “ _Warrant Exercise_ ”.
+
+Any unexercised Warrant Shares underlying the Participants’ Series B Warrants after the end of the Exercise Period will continue to be exercisable at the current exercise price prior to entering into the Letter Agreements of $1.30 per share.
+
+**New Series C Common Stock Purchase Warrants**
+
+As a result of the Warrant Exercise, the Company will issue a new Series C Common Stock purchase warrant (the “ _New Warrants_ ”) to each Participant to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock received by such Participant in the Warrant Exercise.
+
+The New Warrants are substantially similar to the Series B Warrants, except that the New Warrants: (i) will be initially exercisable on the date on which any stockholder approvals as may be required by the rules of the NYSE American have been obtained at a meeting of Company stockholders and such approvals become effective (the “ _Stockholder Approval_ ”); (ii) have a term of exercise of five (5) years and six (6) months from the closing of the Initial Warrant Exercise; (iii) will have an exercise price equal to the Reduced Exercise Price; and (iv) revise the consideration that will be received if the holder exercises its option to require the Company’s to purchase the New Warrant in the event of the consummation of a “Fundamental Transaction” (as defined in the New Warrant).
+
+As part of the Warrant Reprice Transactions and pursuant to the terms of the Letter Agreements, the Company is required, among its other obligations, to hold an annual or special meeting of stockholders (the “ _Stockholder Meeting_ ”) on or before the date that is six (6) months after the closing of the Initial Warrant Exercise to obtain the Stockholder Approval. If the Stockholder Approval is not initially obtained at such stockholder meeting, then the Company will be required to call a stockholder meeting every four months thereafter to seek the Stockholder Approval until it is obtained.
+
+At the time the Participants entered into their respective Letter Agreements, each Participant agreed to vote all shares of Common Stock, or other Company voting stock, over which such Participant has voting control at the time, in favor of the Stockholder Approval at the Stockholder Meeting (or any subsequently called meeting of Company’s stockholders called for such purpose).
+
+* * *
+
+The Letter Agreements also provide that on or prior to June 21, 2024, the Company will prepare and file a registration statement with the SEC covering the resale of 100% of the Common Stock underlying the New Warrants issued to the Participants (the “ _New Warrant Shares_ ”).
+
+The foregoing summaries of the material terms of the New Warrants and the Letter Agreements, forms of which are filed herewith as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.
+
+**Anti-Dilution Adjustment to Series B Preferred Stock and the Series C Preferred Stock**
+
+The Certificate of Designation of Preferences, Rights and Limitations for the Company’s outstanding Series B Non-Voting Convertible Preferred Stock (the “ _Series B Preferred Stock_ ”), par value $0.01 per share (the “ _Series B Certificate of Designation_ ”) and the Certificate of Designation of Preferences, Rights and Limitations for the Company’s outstanding Series C Non-Voting Convertible Preferred Stock (the “ _Series C Preferred Stock_ ”), par value $0.01 per share (the “ _Series C Certificate of Designation_ ”) provide for anti-dilution protections in the event that the Company grants any right to reprice any Company security or issue a new Company security that would entitle the holder to acquire Common Stock at an effective price per share that is lower than the conversion price of the Series B Preferred Stock and the Series C Preferred Stock, which is referred to as “full-ratchet” anti-dilution protection. As a result of entering into the Letter Agreements and the consummation of the Warrant Reprice Transactions, which resulted in (i) the limited ability of the Participants to exercise their Series B Warrants the Reduced Exercise Price and (ii) the issuance of New Warrants that will be exercisable at the Reduced Exercise Price, this anti-dilution protection in the Series B Certificate of Designation and the Series C Certificate of Designation was triggered.
+
+Accordingly, the conversion price of each share of Series B Preferred Stock and each share of Series C Preferred Stock, which were each $1.30 convertible into 770 shares of Common Stock, have both automatically adjusted downward to now be $0.25 convertible into 4,000 shares of Common Stock.
+
+The adjusted conversion price of the Series B Preferred Stock and Series C Preferred Stock is the same as the temporary Reduced Exercise Price for the existing Series B Warrants and the exercise Price of the New Warrants. Therefore, based on the Series B Preferred Stock and Series C Preferred Stock currently outstanding, there will be an additional 23,407,810 shares of Common Stock issuable upon conversion.
+
+**Private Placement Exemption**
+
+None of the issuance of the Warrant Shares, the New Warrants and/or the New Warrants Shares in the Warrant Reprice Transactions (collectively, the “ _Securities_ ”), have been or will be registered at the time of issuance by the Company under the Securities Act of 1933, as amended (the “ _Securities Act_ ”), and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act, and by Rule 506 of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance either in the Warrant Reprice Transactions. The Securities issued in each of these private placement transactions contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Commission.
+
+**Placement Agent**
+
+Ladenburg Thalmann & Co. Inc. (“ _Ladenburg_ ”) agreed to serve as the Company's exclusive warrant solicitation agent and exclusive placement agent for the Warrant Reprice Transactions, in exchange for a fee equal to 8% of the total gross proceeds to the Company from the Warrant Reprice Transactions, subject to certain exclusions. The Company also agreed to reimburse Ladenburg for certain related expenses in an amount not to exceed $50,000 in the aggregate.
+
+* * *
+
+**Additional Matters**
+
+The documents entered into in connection with the Warrant Reprice Transactions described above and/or attached as an exhibit to this Current Report on Form 8-K (collectively, the “ _Transaction Documents_ ”) contain representations and warranties of the parties to such agreements that may be subject to limitations, qualifications or exceptions agreed upon by the parties, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the Commission. In particular, in your review of the representations and warranties contained in the Transaction Documents and described in the foregoing summary, it is important to bear in mind that the representations and warranties were negotiated in connection with separate transactions and with the principal purpose of allocating contractual risk between the parties in such transactions. The representations and warranties, other provisions of the Transaction Documents or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this Current Report on Form 8-K and in the other reports, statements and filings that the Company publicly files with the Commission.
+
+**Item 3.02** |  **Unregistered Sales of Equity Securities**  
+---|---  
+  
+The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
+
+**Cautionary Language Concerning Forward-Looking Statements**
+
+This Current Report on Form 8-K contains forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the timing and expected impact of the Warrant Reprice Transactions. These forward-looking statements are based upon management’s current expectations, assumptions, estimates, projections and beliefs. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Current Report on Form 8-K, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the Commission, especially under the heading “Risk Factors.” The forward-looking statements in this Current Report on Form 8-K speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
+
+**Item 9.01.** |  **Financial Statements and Exhibits.**  
+---|---  
+  
+(d) |  Exhibits.  
+---|---  
+  
+**Exhibit No.** |  | **Description**  
+---|---|---  
+4.1 |  | [Form of Series C Common Stock Warrant](<ex_608120.htm>)  
+10.1 |  | [Form of Letter Agreement](<ex_608121.htm>)  
+104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+* * *
+
+**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 hereunto duly authorized.
+
+|  **NovaBay Pharmaceuticals, Inc.** |   
+---|---|---  
+|  |  |   
+|  By:  |  /s/ Justin M. Hall |   
+|  |  Justin M. Hall |   
+|  |  Chief Executive Officer and General Counsel |   
+|  |  |   
+Dated: December 21, 2023 |  |  |