Common Stock Purchase and Registration Rights Agreement between NovaBay Pharmaceuticals, Inc. and Institutional Investor (March 25, 2019)
NovaBay Pharmaceuticals, Inc. has agreed to sell up to $3,000,000 of unregistered common stock to an institutional investor. The purchase price is set at 90% of the lowest traded price within five days before the closing date, which occurs five days after NovaBay notifies the investor. NovaBay will file a registration statement by April 1, 2019, to allow resale of the shares. The investor cannot own more than 9.9% of NovaBay’s stock. NovaBay will also donate 150,000 shares to the investor’s manager to support a student-run fund and pay a $15,000 document preparation fee.
Exhibit 10.1
March 25, 2019
| Issuer | NovaBay Pharmaceuticals, Inc., a Delaware company |
| Investor | Institutional Investor |
| Securities | Unregistered Common Stock, with registration rights; Closing Date conditional on effectiveness of resale registration statement |
| Investment | Up to $3,000,000 |
| Purchase Price | Lowest traded price of Securities within five days prior to Closing Date multiplied by 90% |
| Purchase Notice | Date Issuer notifies Investor of election to sell Securities |
| Closing Date | Five days after Purchase Notice |
| Ownership Limitation | 9.9% |
| Securities Exemption | Regulation D; Form D will be filed with the SEC |
| Registration | Issuer will file Registration Statement to Register the Securities and Donation on Form S-3 by April 1, 2019 |
| Documentation | Common Stock Purchase Agreement, Registration Rights Agreement and Donation Letter Agreement |
| Document Preparation Fee | Issuer will pay Investor $15,000 upon execution of closing documents |
| Donation
| Issuer will donate 150,000 Securities to Institutional Investor, manager of Investor, upon executing closing documents to support cost of student-run fund |
Agreed and Accepted:
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| By: | /s/ Justin Hall |
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| Justin Hall, Esq. |
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| NovaBay Pharmaceuticals, Inc. CEO and General Counsel |
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| By: | /s/ [Redacted] |
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| [Redacted] |
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| Title: Authorized Signatory |
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