NovaBay Pharmaceuticals Inc 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549 FORM10-K For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission file number001-33678 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to thelast sale price of the common stock on June 28, 2024 on the NYSE American, was approximately $2,979,107. This figure excludesan aggregate of 469 shares of common stock held by the registrant’s affiliates, including officers and directors, as of June 28, 2024.Exclusion of shares held by any of these affiliates should not be construed to indicate that such person possesses the power, director indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by orunder common control with the registrant. The registrant has no non-voting common stock. As of March 25, 2025, there were5,816,204shares of the registrant’s common stock outstanding. NOVABAY PHARMACEUTICALS, INC.ANNUAL REPORT ON FORM10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS PART IITEM 1.BUSINESSITEM1A.RISK FACTORSITEM1B.UNRESOLVED STAFF COMMENTSITEM1C.CYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.MINE SAFETY DISCLOSURES PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES24ITEM 6.[RESERVED]24ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS25ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK32ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA33ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE84ITEM9A.CONTROLS AND PROCEDURES84ITEM9B.OTHER INFORMATION84ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS84 PART IIIITEMDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 10.85ITEM11.EXECUTIVE COMPENSATION88ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS93ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE94ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES95 PART IVITEMEXHIBITS AND FINANCIAL STATEMENT SCHEDULES 15. Unless the context requires otherwise, all references in this annual report to “we,” “our,” “us,” the “Company” and “NovaBay”refer to NovaBay Pharmaceuticals, Inc., a Delaware corporation, and, where applicable, also its former wholly-owned subsidiary,DERMAdoctor, LLC, a Missouri limited liability company