NovaBay Pharmaceuticals, Inc. Announces Major Corporate Updates: Name Change, Bylaw Amendments, and New Equity Incentive Plan

Key Highlights for Investors

• Company to Change Name to Stablecoin Development Corporation
• Adoption of Amended and Restated Bylaws
• Implementation of a New 2026 Equity Incentive Plan
• Forward-looking statements and cautionary language regarding risks and uncertainties

Detailed Article

1. Corporate Name Change to Stablecoin Development Corporation

NovaBay Pharmaceuticals, Inc. has announced a significant change that will likely capture the attention of investors and market watchers. The Board of Directors has approved a Company name change from NovaBay Pharmaceuticals, Inc. to Stablecoin Development Corporation. This change, along with corresponding amendments to the Company’s bylaws (now the “Amended and Restated Bylaws”), will become effective as of April 2, 2026.

Potential Impact: The change in name may signal a new strategic direction or business focus for the Company, which could be highly significant for shareholders. Any shift from the pharmaceutical sector to stablecoin or blockchain-related activities (as implied by the new name) can result in substantial changes in company valuation, risk profile, and investor sentiment. The market may react strongly to such a pivot, depending on further details and execution.

2. Bylaw Amendments

To reflect the name change, the Board also approved an amendment and restatement of the Company’s bylaws. According to the filing, this amendment is “solely to reflect the Name Change.” The Amended and Restated Bylaws are effective as of April 2, 2026.

Shareholders should review the full text of the Amended and Restated Bylaws, which are filed as exhibits to the 8-K report, for any additional changes that might impact governance, voting rights, or shareholder protections.

Why It Matters: Bylaw changes, even those described as administrative, can have far-reaching effects on corporate governance, shareholder rights, and the ability of investors to influence key decisions. Investors should be attentive to any further amendments that may not be purely administrative.

3. Adoption of the 2026 Equity Incentive Plan

The Company has adopted and filed its 2026 Equity Incentive Plan, a move with direct implications for both employee compensation and shareholder value. The plan provides for the issuance of stock and stock-based awards, including:

• Stock Options (including Incentive Stock Options and Non-Qualified Stock Options)
• Stock Appreciation Rights (SARs)
• Restricted Stock and Restricted Stock Units (RSUs)
• Unrestricted Stock
• Performance Awards and other stock-based awards

Notable Provisions:

• The Board (or Compensation Committee) has broad discretion to determine the types, terms, and conditions of awards.
• The Plan specifically allows for cashless exercise and payment and details the methods for the payment of exercise price (including cash, check, delivery of shares, or broker-assisted methods).
• Repricing of options and SARs is expressly prohibited without shareholder approval – including reducing exercise prices, canceling and reissuing at lower prices, or exchanging underwater options for cash or other awards.
• In the event of mergers, consolidations, recapitalizations, or other “Covered Transactions,” the Plan provides for adjustments to awards and shares, which may include acceleration, substitution, or cash-out arrangements.
• Dividend equivalent rights may be granted, but must comply with Section 409A of the Internal Revenue Code as applicable.

Potential Impact: The adoption of a new, modern equity plan can have significant effects on dilution, employee retention, and executive compensation. It may also influence investor perception of the Company’s future growth strategy and capital structure. The prohibition on repricing without shareholder approval is a shareholder-friendly protection.

4. Risk Factors and Forward-Looking Statements

The Company has included standard cautionary language regarding forward-looking statements, noting that any statements about future plans, awards, or the impact of the 2026 Equity Plan are subject to risks, uncertainties, and actual results may differ materially from those anticipated. Investors are directed to review the Company’s most recent Form 10-K for a detailed discussion of these risks.

Other Shareholder and Governance Matters

• The Company’s common stock continues to be traded on the NYSE American under the symbol “NBY”.
• There are no written communications, soliciting materials, or pre-commencement communications relating to mergers or tender offers as part of this filing.
• The Company is not classified as an emerging growth company.

Executive Signatures

The filing is authorized and signed by Tommy Law (Chief Financial Officer) and Michael Kazley (Chief Executive Officer), reinforcing the Board’s commitment to these material corporate actions.

What Investors Should Watch For

1. Strategic Shift: The name change is a potential signal of a major business pivot. Investors should seek clarification from management about the future strategy, business model, and any planned transition into stablecoin or blockchain technology.
2. Shareholder Rights: Review the new bylaws for any changes affecting voting, meeting procedures, or director elections.
3. Equity Plan Details: Assess the potential for dilution and how the new incentive plan aligns management with shareholder interests.
4. Future Disclosures: Monitor for forthcoming press releases or filings providing more details on the business direction and impact of these changes.

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