8-K - NovaBay Pharmaceuticals, Inc. | StockGist

AI Analysis

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NovaBay Pharmaceuticals approved a 2026 Equity Incentive Plan, granted substantial equity awards to executives, entered into new employment agreements, and announced a corporate name change to Stablecoin Development Corporation effective April 2, 2026.

Key Takeaways

1Stockholders approved the 2026 Equity Incentive Plan with an initial share pool of 22,223,927 shares, allowing for significant equity grants.

2CEO Michael Kazley received 4,118,828 RSUs and 15,445,603 performance-based PSUs, heavily weighting compensation toward stockholder value creation.

3New employment agreements for the CEO and CFO establish $200,000 base salaries starting in 2027 and define severance benefits ranging from 6 to 12 months.

4The Company will change its name to Stablecoin Development Corporation and ticker to SDEV, effective April 2, 2026, reflecting a strategic pivot.

5The Board approved Amended and Restated Bylaws solely to reflect the corporate name change, effective April 2, 2026.

Current Report Details

Event Type

Management Change

Charter Amendment

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.02

. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.** ** Equity

Management Change

Mr. Kazley, pursuant to which Mr. Kazley will continue to serve as Chief Executive Officer of the Company

5.03

. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.** ** Amendment of Certificate of Incorporation - Corporate Legal Name Change ** As p

Charter Amendment

9.01

. Financial Statements and Exhibits.** (d) Exhibits | Exhibit No. | | Description | |---|---|---| | 3.1 | | Certificate of Amendment to the Second Amended and R

Exhibits Only

Executive & Director Changes

Michael Kazley

Chief Executive Officer

Employment Agreement Entered

Effective: 2026-03-31

To promote retention and ensure stability of leadership

Tommy Law

Chief Financial Officer

Employment Agreement Entered

Effective: 2026-03-31

To promote retention and ensure stability of leadership

Transaction Details

Material Agreement

Agreement: NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan
Parties: NovaBay Pharmaceuticals, Inc. and eligible participants

•Initial Share Pool of 22,223,927 shares of common stock.
•Automatic annual increase of lesser of 4% of outstanding shares or Board-determined amount.
•Up to 32,896,841 shares may be delivered for incentive stock options.
•Administered by the Compensation Committee.

Exhibits (9)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

10.3

EXHIBIT 10.3

10.4

EXHIBIT 10.4

10.5

EXHIBIT 10.5

10.6

EXHIBIT 10.6

3.1

EXHIBIT 3.1

3.2

EXHIBIT 3.2

8-K

FORM 8-K