Core Viewpoint - NioBay Metals Inc. has appointed the first members of its Technical Advisory Committee to enhance its development and credibility in the niobium market [1][2]. Group 1: Advisory Committee Members - Dawn Madahbee Leach serves as an Aboriginal Affairs Advisor with extensive experience in public sector program development and management [3]. - Jonathan Launière, an advisor for Aboriginal Affairs, has a background in geological engineering and experience in energy sector project management [4]. - Caroline Olsen, a metallurgist, brings nearly 30 years of experience in mineral processing and knowledge of critical minerals [5]. - Jean-David Moore, a strategic advisor, has over 20 years of experience in advising mineral exploration and development companies [6]. Group 2: Company Development and Strategy - The establishment of the Technical Advisory Committee is aimed at increasing the company's credibility with the market and potential partners [2]. - The committee will support the company in advancing its current and future projects, leveraging the expertise of its members [8]. - NioBay aims to prioritize environmental responsibility and the inclusion of Indigenous communities in its operations [10]. Group 3: About NioBay Metals Inc. - NioBay holds a 100% interest in the James Bay Niobium project located in Ontario and a 72.5% interest in the Crevier niobium and tantalum project in Quebec [10]. - The company focuses on developing low-carbon mines and responsible management practices [10]. - Niobium is recognized for its properties that enhance materials used in various sectors, contributing to efficiency and reduced environmental impact [11].

Core Insights - Artificial intelligence (AI) is identified as the greatest investment opportunity of the current era, with a strong emphasis on the urgent need for energy to support its growth [1][2][3] - A specific company is highlighted as a key player in the AI energy sector, owning critical energy infrastructure assets that are essential for meeting the increasing energy demands of AI technologies [3][7][8] Investment Landscape - Wall Street is investing hundreds of billions into AI, but there is a looming question regarding the energy supply needed to sustain this growth [2] - AI data centers, such as those powering large language models, consume energy equivalent to that of a small city, indicating a significant strain on global power grids [2] - The company in focus is positioned to benefit from the surge in demand for electricity driven by AI, making it a unique investment opportunity [3][6] Company Profile - The company is described as a "toll booth" operator in the AI energy boom, collecting fees from energy exports and benefiting from the onshoring trend due to tariffs [5][6] - It possesses critical nuclear energy infrastructure assets, making it integral to America's future power strategy [7] - The company is noted for its ability to execute large-scale engineering, procurement, and construction projects across various energy sectors, including oil, gas, and renewables [7] Financial Position - The company is completely debt-free and has a significant cash reserve, amounting to nearly one-third of its market capitalization, which positions it favorably compared to other energy firms burdened by debt [8] - It also holds a substantial equity stake in another AI-related company, providing indirect exposure to multiple growth engines in the AI sector [9] Market Sentiment - There is a growing interest from hedge funds in this company, which is considered undervalued and off-the-radar, trading at less than 7 times earnings excluding cash and investments [10][9] - The company is recognized for delivering real cash flows and owning critical infrastructure, making it a compelling investment choice in the context of the AI revolution [11][12]

Core Points - NovaBay Pharmaceuticals, Inc. announced a one-time special cash dividend of $0.80 per share for its common stock, payable on September 29, 2025, to stockholders of record as of September 15, 2025 [1] - The special dividend represents more than 25% of the stock price, leading to trading with "due bills" from the record date through the payment date [2] - Stockholders selling during the Dividend Right Period will forfeit their right to the special dividend, with due bills obligating sellers to deliver the dividend to buyers [3] - The CEO assured stockholders that the dividend payout will not hinder the company's ability to pursue strategic transactions, with an annual meeting scheduled for October 16, 2025 [4] - A preliminary proxy statement was filed with the SEC on September 10, 2025, with plans for a definitive proxy statement to be filed by the end of September [6] Company Actions - The company intends to hold its 2025 Annual Meeting of Stockholders on October 16, 2025, for stockholders of record on September 22, 2025 [4] - Stockholders are encouraged to read the definitive proxy statement and other relevant documents once available, as they will contain important information regarding the Investment Transaction [6][7] - The company and certain directors may be deemed participants in the solicitation of proxies related to the Investment Transaction, with details available in the preliminary and definitive proxy statements [8]

Core Insights - NioBay Metals Inc. has announced the initial results from its 2025 summer drill campaign at the Crevier niobium and tantalum project, confirming the presence of mineralized zones over a strike length of more than 6 km [1][2][13] - The campaign, consisting of 15 drill holes covering 3,324 meters, was supported by the Government of Québec and aimed at verifying mineralization continuity [2][3] - The results from the first eight drill holes indicate significant mineralization, which will contribute to an updated resource estimate for the project [2][13] Company Overview - NioBay Metals Inc. holds a 72.5% interest in the Crevier Project, located in Québec, and aims to focus on producing niobium oxide for battery manufacturers [1][13] - The company is committed to responsible mining practices, prioritizing environmental sustainability and the involvement of Indigenous communities [15] Drill Results - The initial drill results show various intersections of niobium (Nb2O5) and tantalum (Ta2O5) with notable percentages, including: - Drill hole 1532-25-01: Nb2O5 at 0.2991% over 4.00 m [4] - Drill hole 1532-25-02: Nb2O5 at 0.3281% over 4.05 m [4] - Drill hole 1532-25-04: Nb2O5 at 0.3541% over 1.00 m [4] - The campaign also revealed the presence of rare earth elements and strontium in the mineralized zones [13] Future Plans - The company plans to conduct a second pilot test using the mineralized material recovered from this campaign, which is expected to be more than ten times the volume of the first pilot test [3] - A bulk sample collection is scheduled for early fall to ensure representative material for the next pilot [3]

Core Points - NovaBay Pharmaceuticals has declared a one-time special cash dividend of $0.80 per share of common stock, payable on September 29, 2025, to stockholders of record as of September 15, 2025 [1][2] - The CEO of NovaBay expressed excitement about the company's future and commitment to returning value to stockholders through this special dividend [2] - The special dividend represents more than 25% of the common stock price, leading to "due bills" for trading during the Dividend Right Period from September 15, 2025, to September 29, 2025 [2][3] Dividend Right Period - Stockholders selling their common stock during the Dividend Right Period will forfeit their right to the special dividend [3] - Due bills will require sellers to deliver the special dividend to the buyers, and the company is not responsible for processing these due bills [4] - The record date of September 15, 2025, will be used to establish due bill tracking for the special dividend [4]

Core Viewpoint - NovaBay Pharmaceuticals has entered into a $6 million securities purchase agreement with private investor David E. Lazar to support its continued public listing and fund future strategic transactions [1][2] Group 1: Investment Details - The first closing of the agreement has been completed, with NovaBay receiving $3.85 million [1] - The second closing, which involves an additional investment of $2.15 million, is contingent on stockholder approval at the 2025 annual meeting [3] - The proceeds from this investment will be used to pursue strategic investments and/or acquisitions [2] Group 2: Leadership Changes - David E. Lazar has been appointed as the new Chief Executive Officer and a director of NovaBay [1] - Former CEO Justin Hall has transitioned to the role of Vice President of Business Development [1] Group 3: Company Strategy - The investment aims to prevent the liquidation and dissolution of NovaBay, allowing its common stock to continue trading on the NYSE American exchange [2] - NovaBay plans to declare a special cash dividend to its stockholders in the third quarter of 2025 [2] - The Board of Directors unanimously supports the transaction, viewing it as the best path forward for stockholders [3]

[Report Information](index=1&type=section&id=Report%20Information) This section details the filing specifics, registrant information, stock listing, and company classification - Filed as a **Quarterly Report (Form 10-Q)** for the period ended June 30, 2025[2](index=2&type=chunk) - Registrant: **NOVABAY PHARMACEUTICALS, INC.**, incorporated in Delaware, with IRS Employer Identification No. 68-0454536[2](index=2&type=chunk)[3](index=3&type=chunk) Common Stock Listing Information | 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 | - The registrant is a **Non-accelerated filer** and a **Smaller reporting company**[5](index=5&type=chunk) - As of August 12, 2025, **5,823,497 shares of common stock** were outstanding[5](index=5&type=chunk) [PART I FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This part presents the Company's unaudited financial statements and management's analysis of its financial condition and operational results [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the Company's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with comprehensive notes detailing accounting policies, fair value measurements, and specific financial activities like divestitures and financing [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the Company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :------------------ | | Cash and cash equivalents | $5,344 | $430 | | Total current assets | $6,115 | $1,935 | | TOTAL ASSETS | $6,911 | $3,423 | | Total current liabilities | $2,144 | $2,843 | | Total liabilities | $2,666 | $3,552 | | Total stockholders' equity (deficit) | $4,245 | $(129) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the Company's financial performance over specific periods, including revenues, expenses, and net income or loss Condensed Consolidated Statements of Operations (in thousands, except per share data) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating expenses | $1,891 | $1,617 | $5,181 | $3,908 | | Operating loss | $(1,891) | $(1,617) | $(5,181) | $(3,908) | | Net loss from continuing operations | $(1,964) | $(2,149) | $(5,294) | $(4,998) | | Net income from discontinued operations, net of taxes | $42 | $564 | $11,042 | $199 | | Net (loss) income | $(1,922) | $(1,585) | $5,748 | $(4,799) | | Basic (loss) earnings per share attributable to common stockholders | $(0.33) | $(1.37) | $1.03 | $(5.57) | | Diluted (loss) earnings per share attributable to common stockholders | $(0.33) | $(1.37) | $1.01 | $(5.57) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) This section details changes in the Company's equity over time, reflecting net income, warrant activities, and other capital adjustments Changes in Stockholders' Equity (in thousands) | Item | Balance at Dec 31, 2024 | Net Income (Loss) | Warrant Exercises | Warrant Repurchases | Stock-based Compensation | Balance at Jun 30, 2025 | | :-------------------------------- | :---------------------- | :---------------- | :---------------- | :------------------ | :----------------------- | :---------------------- | | Total Stockholders' Equity (Deficit) | $(129) | $5,748 (Net Income) | $614 | $(1,994) | $6 | $4,245 | - Net income for the six months ended March 31, 2025, was **$7,670 thousand**, contributing to the increase in equity[18](index=18&type=chunk) - Exercise of Series F-2 and F-3 Warrants generated **$266 thousand** and **$348 thousand**, respectively, in additional paid-in capital[18](index=18&type=chunk) - Repurchase of warrants resulted in a reduction of **$1,990 thousand** and **$4 thousand** in additional paid-in capital during the periods[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the Company's cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities, continuing operations | $(4,315) | $(3,379) | | Net cash used in investing activities, continuing operations | $0 | $(2) | | Net cash used in financing activities, continuing operations | $(1,882) | $(1,089) | | Net increase in cash and cash equivalents, discontinued operations | $11,111 | $2,091 | | Net increase (decrease) in cash, cash equivalents, and restricted cash, consolidated | $4,914 | $(2,379) | | Cash, cash equivalents and restricted cash, end of period | $5,821 | $1,227 | - Proceeds from warrant exercises contributed **$614 thousand** in 2025, up from **$226 thousand** in 2024[21](index=21&type=chunk) - Warrant repurchases amounted to **$(1,989) thousand** in 2025, with no comparable activity in 2024[21](index=21&type=chunk) - Payment on Bridge Note was **$(507) thousand** in 2025[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section provides detailed explanations and disclosures supporting the financial statements, covering accounting policies and specific transactions [NOTE 1. ORGANIZATION](index=10&type=section&id=NOTE%201.%20ORGANIZATION) This note describes the Company's business, recent divestitures, and strategic direction, including a potential voluntary liquidation and dissolution - Company historically focused on eyecare, wound care, and skin care products, but has undergone significant changes[22](index=22&type=chunk) - Divested primary eyecare business (**Avenova Asset Divestiture**) on January 17, 2025, **PhaseOne trademark** on January 8, 2025, and primary skin care business (**DERMAdoctor Divestiture**) on March 12, 2024[25](index=25&type=chunk)[29](index=29&type=chunk) - Stockholders approved a **voluntary liquidation and dissolution** on April 16, 2025, but the Board retains discretion to proceed or pursue other strategic alternatives (mergers, partnerships, etc.)[26](index=26&type=chunk)[28](index=28&type=chunk) - Management believes existing cash and cash equivalents are sufficient to meet planned operating expenses through at least **August 14, 2026**, despite strategic uncertainty[28](index=28&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and estimation methods used in preparing the Company's unaudited condensed consolidated financial statements - Unaudited condensed consolidated financial statements prepared in accordance with **U.S. GAAP**[31](index=31&type=chunk) - Financial statements include accounts of the Company and former subsidiary DERMAdoctor for six months ended June 30, 2024, but only the Company for three and six months ended June 30, 2025[32](index=32&type=chunk) - Significant estimates include product returns, warrant/derivative valuations, asset impairments, stock-based compensation, and income taxes[34](index=34&type=chunk) - The Company has one operating and reportable segment focused on its ongoing wound care business, cash maintenance, Avenova Asset Divestiture commitments, and strategic alternatives[36](index=36&type=chunk) - FASB issued **ASU 2024-03** on disaggregation of income statement expenses, effective for annual periods after December 15, 2026, which the Company is evaluating[66](index=66&type=chunk) [NOTE 3. FAIR VALUE MEASUREMENTS](index=19&type=section&id=NOTE%203.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the Company's fair value measurements for financial instruments, categorizing them by input levels and detailing valuation methodologies - Financial instruments measured at fair value include cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, and warrant liabilities[44](index=44&type=chunk) - Fair value hierarchy: **Level 1** (quoted prices in active markets), **Level 2** (observable inputs), **Level 3** (unobservable inputs); cash equivalents and restricted cash are classified within Level 1[45](index=45&type=chunk)[67](index=67&type=chunk) - **Black-Scholes model** used for valuing warrant liabilities, preferred stock conversion price adjustments, and bifurcatable derivatives, with assumptions for exercise price, market price, volatility, risk-free rate, dividend yield, and term[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) [NOTE 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS](index=22&type=section&id=NOTE%204.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) This note provides a detailed breakdown of the Company's prepaid expenses and other current assets, including escrow funds and various prepaid items Prepaid Expenses and Other Current Assets (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Other receivables | $3 | $76 | | Avenova Asset Divestiture Escrow | $134 | $0 | | Dues & subscriptions | $48 | $67 | | Prepaid taxes & licenses | $66 | $65 | | Prepaid insurance | $42 | $48 | | Other | $11 | $16 | | Total prepaid expenses and other current assets | $304 | $272 | [NOTE 5. PROPERTY AND EQUIPMENT](index=22&type=section&id=NOTE%205.%20PROPERTY%20AND%20EQUIPMENT) This note details the Company's property and equipment, net of accumulated depreciation and impairment, and outlines related depreciation and disposal activities Property and Equipment, Net (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total property and equipment, at cost | $581 | $718 | | Less: Impairment | $(30) | $0 | | Less: Accumulated depreciation | $(540) | $(674) | | Total property and equipment, net | $11 | $44 | - Depreciation expense for continuing operations was **$3 thousand** for the six months ended June 30, 2025, down from **$18 thousand** in the prior year[78](index=78&type=chunk) - The Company disposed of approximately **$137 thousand** of damaged, unusable, and fully depreciated property and equipment during the six months ended June 30, 2025[79](index=79&type=chunk) - An impairment of **$30 thousand** was recorded for remaining fixed assets due to operational uncertainty and strategic exploration[80](index=80&type=chunk) [NOTE 6. ACCRUED LIABILITIES](index=23&type=section&id=NOTE%206.%20ACCRUED%20LIABILITIES) This note presents a breakdown of the Company's accrued liabilities, including amounts due for working capital, payroll, taxes, and professional services Accrued Liabilities (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Avenova Asset working capital due to PRN | $16 | $0 | | Employee payroll and benefits | $592 | $360 | | Taxes | $241 | $0 | | Warrant repurchases | $5 | $0 | | Professional services | $2 | $99 | | Interest | $79 | $37 | | Other | $85 | $85 | | Total accrued liabilities | $1,020 | $581 | [NOTE 7. COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's indemnification obligations, legal proceedings, and lease commitments, including a significant impairment of right-of-use assets - Company indemnifies officers and directors, and other entities (suppliers, capital raise partners), with potential future payments being unlimited but historically immaterial[82](index=82&type=chunk)[83](index=83&type=chunk) - No legal matters as of June 30, 2025, or December 31, 2024, are expected to result in a material adverse effect on financial position, results of operations, or cash flows[84](index=84&type=chunk) - Recorded an impairment of right-of-use assets of **$559 thousand** during the six months ended June 30, 2025, related to its corporate headquarters lease, due to strategic uncertainties[85](index=85&type=chunk)[53](index=53&type=chunk) Future Lease Payments (in thousands) | Year | Amount | | :--- | :----- | | 2025 | $240 | | 2026 | $444 | | 2027 | $290 | | Total future minimum lease payments | $974 | | Less: Imputed interest | $(43) | | Total | $931 | [NOTE 8. FINANCING ACTIVITIES](index=25&type=section&id=NOTE%208.%20FINANCING%20ACTIVITIES) This note details the Company's financing activities, including public offerings, warrant issuances and repricings, and the associated proceeds and non-cash losses - **2024 Public Offering** (July 2024) included issuance of **1,158,566 shares of common stock**, **2,041,814 pre-funded warrants**, and **3,200,380 each of Series F-1, F-2, and F-3 warrants**[88](index=88&type=chunk) - Gross proceeds from the 2024 Public Offering were **$3.9 million**, used partly to repay Secured Convertible Notes[95](index=95&type=chunk) - July 2024 Warrants had a **down round feature**, triggered on September 27, 2024, reducing the exercise price to **$0.66**[91](index=91&type=chunk) - **2024 Warrant Reprice Transaction** (June 2024) involved exercising Participant Warrants at a reduced price of **$2.50 per share**, generating **$0.2 million**, and issuing new June 2024 Warrants[96](index=96&type=chunk) - A **$69 thousand non-cash loss** on modification of common stock warrants was recorded in Q2 2024 due to the 2024 Warrant Reprice Transaction[98](index=98&type=chunk) [NOTE 9. CONVERTIBLE NOTES](index=27&type=section&id=NOTE%209.%20CONVERTIBLE%20NOTES) This note details the Company's convertible note issuances, including principal amounts, conversion terms, embedded derivatives, effective interest rates, and repayment activities - Issued **$525 thousand** aggregate principal amount of **Unsecured Convertible Notes** on March 24, 2024, due March 25, 2026, with no stated interest[100](index=100&type=chunk) - Unsecured Convertible Notes are convertible at **$4.90 per share**, representing up to **107,146 shares of common stock** as of June 30, 2025[101](index=101&type=chunk) - An embedded call option in the Unsecured Convertible Notes was bifurcated as a derivative liability (**$159 thousand fair value** at March 31, 2024) and reclassified to equity upon stockholder approval on May 28, 2024 (**$242 thousand fair value**)[102](index=102&type=chunk) - The effective interest rate on the Unsecured Convertible Notes is **144%**[103](index=103&type=chunk) - **Secured Convertible Notes**, issued in May 2023 for **$3.3 million**, were fully repaid in the third quarter of 2024, including a **$433 thousand** payment from 2024 Public Offering proceeds[104](index=104&type=chunk)[106](index=106&type=chunk) [NOTE 10. COMMON STOCK WARRANTS](index=29&type=section&id=NOTE%2010.%20COMMON%20STOCK%20WARRANTS) This note details the Company's common stock warrants, covering exercise activities, repurchases, down round features, and outstanding warrant statistics - All **2,041,814 July 2024 Pre-Funded Warrants** were exercised by June 30, 2025, issuing common stock and generating **$20 thousand**[111](index=111&type=chunk) - July 2024 Warrants (Series F-1, F-2, F-3) exercise price was reduced to **$0.66 per share** on September 27, 2024, due to a down round feature[113](index=113&type=chunk) - In January 2025, **402,727 Series F-2 Warrants** were exercised, while **3,134,485** expired unexercised[113](index=113&type=chunk) - In March 2025, **527,784 Series F-3 Warrants** were exercised, and **1,272,725 Series F-1** and **744,941 Series F-3 Warrants** were repurchased for **$1.8 million** through settlement agreements[114](index=114&type=chunk) - As of June 30, 2025, **4,328,813 common stock warrants** were outstanding with a weighted average exercise price of **$2.53**[133](index=133&type=chunk) Common Stock Warrants Outstanding at June 30, 2025 | Series | Exercise Price | Expiration Date | Warrants | | :-------------------- | :------------- | :-------------- | :------- | | July 2020 Warrants | $2,021.25 | January 22, 2026 | 1,714 | | July 2020 Warrants | $52.50 | January 22, 2026 | 2,206 | | TLF Warrants | $822.96 | January 15, 2026 | 13 | | November 2021 Warrants | $220.50 | September 11, 2028 | 7,654 | | November 2021 Warrants | $52.50 | September 11, 2028 | 15,308 | | September 2022 Warrants | $220.50 | September 11, 2028 | 2,552 | | September 2022 Warrants | $52.50 | September 11, 2028 | 1,715 | | November 2022 A-1 Warrants | $220.50 | November 20, 2028 | 2,268 | | December 2023 Warrants | $8.75 | June 21, 2029 | 72,256 | | March 2024 Warrant | $4.90 | March 24, 2029 | 28,572 | | June 2024 Warrants | $2.57 | December 17, 2029 | 90,381 | | July 2024 F-1 Warrants | $0.66 | July 30, 2029 | 2,052,087 | | July 2024 F-3 Warrants | $0.66 | July 29, 2025 | 2,052,087 | [NOTE 11. STOCKHOLDERS' EQUITY (DEFICIT)](index=36&type=section&id=NOTE%2011.%20STOCKHOLDERS%27%20EQUITY%20%28DEFICIT%29) This note outlines the Company's authorized capital, outstanding preferred stock, conversion terms, and the expiration of anti-dilution provisions - Authorized to issue up to **150,000,000 shares of common stock** and **5,000,000 shares of preferred stock**[137](index=137&type=chunk) - As of June 30, 2025, **131 shares of Series B Preferred Stock** remained outstanding, convertible into **15,065 shares of common stock** at **$8.75**[139](index=139&type=chunk) - The **Ratchet (anti-dilution protection)** provision of the Series B Preferred Stock expired on January 29, 2024[140](index=140&type=chunk) - No shares of Series C Preferred Stock remained outstanding as of June 30, 2025[141](index=141&type=chunk) [NOTE 12. EQUITY-BASED COMPENSATION](index=37&type=section&id=NOTE%2012.%20EQUITY-BASED%20COMPENSATION) This note describes the Company's equity incentive plans, available shares for awards, and the stock-based compensation expense recognized for the periods - The **2007 Omnibus Incentive Plan** expired in March 2017, but outstanding awards are still governed by its terms[143](index=143&type=chunk) - The **2017 Omnibus Incentive Plan** allows for awards of up to **66,243 shares**, with **14,317 shares** available for future awards as of June 30, 2025[144](index=144&type=chunk) - No stock options or restricted stock were granted to employees or directors during the three and six months ended June 30, 2025[150](index=150&type=chunk) Stock-Based Compensation Expense (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Three Months Ended June 30 | $4 | $55 | | Six Months Ended June 30 | $6 | $115 | [NOTE 13. EMPLOYEE BENEFIT PLAN](index=39&type=section&id=NOTE%2013.%20EMPLOYEE%20BENEFIT%20PLAN) This note outlines the Company's 401(k) plan for eligible employees, including matching contribution details and the associated expenses - Company has a **401(k) plan** for eligible employees[154](index=154&type=chunk) - Matching contributions are **100% of the first 3% deferred**, plus **50% of the next 2% deferred**[154](index=154&type=chunk) 401(k) Contributions from Continuing Operations (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Three Months Ended June 30 | $6 | $11 | | Six Months Ended June 30 | $17 | $23 | [NOTE 14. AVENOVA ASSET DIVESTITURE AND BRIDGE LOAN](index=39&type=section&id=NOTE%2014.%20AVENOVA%20ASSET%20DIVESTITURE%20AND%20BRIDGE%20LOAN) This note details the Avenova Asset Divestiture, covering purchase price, escrow, working capital adjustments, and its reporting as discontinued operations - **Avenova Asset Divestiture** completed on January 17, 2025, selling eyecare products to **PRN Physician Recommended Nutriceuticals, LLC**[155](index=155&type=chunk) - Base purchase price was **$11.5 million**, with **$0.5 million Bridge Loan** discharged and **$0.5 million** deposited into escrow[155](index=155&type=chunk)[156](index=156&type=chunk) - Net working capital adjustment reduced proceeds, resulting in a final gain of **$10.7 million** on the divestiture recorded in Q1 2025[156](index=156&type=chunk) - Results related to Avenova Assets are reported as **discontinued operations**[158](index=158&type=chunk) Net Income from Discontinued Operations (Avenova Asset) (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Three Months Ended June 30 | $40 | $494 | | Six Months Ended June 30 | $10,510 | $1,051 | Net Cash from Discontinued Operations (Avenova Asset) (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $(432) | $1,134 | | Investing activities (Proceeds from divestiture) | $11,000 | $0 | | Net increase in cash and cash equivalents | $10,568 | $1,134 | [NOTE 15. PHASEONE DIVESTITURE](index=42&type=section&id=NOTE%2015.%20PHASEONE%20DIVESTITURE) This note describes the PhaseOne Divestiture, including the sale of wound care trademarks, the recorded gain, and the reporting of results as discontinued operations - **PhaseOne Divestiture** completed on January 8, 2025, selling wound care trademarks to **Phase One Health LLC** for **$500,000**[161](index=161&type=chunk) - Recorded a net gain of **$0.5 million** from the PhaseOne Divestiture in Q1 2025[161](index=161&type=chunk) - Results related to Wound Care Trademarks are reported as **discontinued operations**[162](index=162&type=chunk) Net Income from Discontinued Operations (PhaseOne) (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Three Months Ended June 30 | $2 | $(6) | | Six Months Ended June 30 | $532 | $137 | Net Cash from Discontinued Operations (PhaseOne) (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $43 | $49 | | Investing activities (Proceeds from divestiture) | $500 | $0 | | Net increase in cash and cash equivalents | $543 | $49 | [NOTE 16. DERMADOCTOR DIVESTITURE](index=44&type=section&id=NOTE%2016.%20DERMADOCTOR%20DIVESTITURE) This note details the DERMAdoctor Divestiture, including the sale of membership units and the reporting of its results as discontinued operations - **DERMAdoctor Divestiture** completed on March 25, 2024, selling **100% of membership units** for **$1.1 million**[166](index=166&type=chunk) - Results of DERMAdoctor business are reported as **discontinued operations**[166](index=166&type=chunk) Net Loss from Discontinued Operations (DERMAdoctor) (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Three Months Ended June 30 | $0 | $0 | | Six Months Ended June 30 | $0 | $(989) | Net Cash from Discontinued Operations (DERMAdoctor) (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $0 | $(160) | | Investing activities (Proceeds from divestiture) | $0 | $1,070 | | Net increase in cash and cash equivalents | $0 | $864 | [NOTE 17. INCOME TAXES](index=46&type=section&id=NOTE%2017.%20INCOME%20TAXES) This note presents the Company's income tax benefit or provision, effective tax rate, and the maintenance of a full valuation allowance on deferred tax assets Income Tax (Benefit) Provision (in millions) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Three Months Ended June 30 | $(0.1) | $0 | | Six Months Ended June 30 | $0.2 | $0 | - Effective income tax rate was **4.2%** for the six months ended June 30, 2025, compared to **0%** in the prior year[168](index=168&type=chunk) - The Company continues to maintain a **full valuation allowance** on its net deferred tax assets[168](index=168&type=chunk) [NOTE 18. SUBSEQUENT EVENTS](index=46&type=section&id=NOTE%2018.%20SUBSEQUENT%20EVENTS) This note discloses significant events occurring after the reporting period, specifically the final receipt of funds from the Avenova Asset Divestiture escrow - On July 21, 2025, the Company received the final **$134 thousand** from the Avenova Asset Divestiture escrow account[170](index=170&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, highlighting the impact of recent divestitures, strategic options under consideration (including dissolution), NYSE American listing compliance, liquidity outlook, critical accounting estimates, and detailed comparisons of financial performance for the three and six months ended June 30, 2025 and 2024 [Overview](index=47&type=section&id=Overview) This section provides a high-level summary of the Company's historical business, recent divestitures, and current operational focus on wound care products - Company historically focused on eyecare, wound care, and skin care products[173](index=173&type=chunk) - Completed **Avenova Asset Divestiture** (Jan 17, 2025), **PhaseOne Divestiture** (Jan 8, 2025), and **DERMAdoctor Divestiture** (Mar 12, 2024)[173](index=173&type=chunk)[176](index=176&type=chunk) - Significantly reduced operations; expected revenue from continuing operations derived primarily from manufacturing wound care products for export to China[173](index=173&type=chunk) [Discontinued Operations](index=47&type=section&id=Discontinued%20Operations) This section clarifies that historical financial results from recent divestitures are presented as discontinued operations - Historical financial results for **Avenova Asset Divestiture**, **PhaseOne Divestiture**, and **DERMAdoctor Divestiture** are presented as discontinued operations[174](index=174&type=chunk) [Strategic Options and Plan of Dissolution](index=47&type=section&id=Strategic%20Options%20and%20Plan%20of%20Dissolution) This section discusses the Board's evaluation of strategic options, including a stockholder-approved voluntary liquidation and dissolution, with discretion for alternatives - Board is evaluating strategic options to maximize remaining value for the Company and stockholders[175](index=175&type=chunk) - Stockholders approved a **voluntary liquidation and dissolution** (the 'Dissolution') on April 16, 2025[175](index=175&type=chunk) - The Board retains complete discretion to determine if and when the Dissolution should be effected or if another strategic option (mergers, reverse mergers, partnerships, investments, licensing) would be more beneficial[175](index=175&type=chunk)[177](index=177&type=chunk) [NYSE American Notices](index=49&type=section&id=NYSE%20American%20Notices) This section addresses the Company's non-compliance with NYSE American listing standards due to insufficient stockholders' equity and potential delisting - Received **NYSE American notices** on April 18, 2024, and May 28, 2024, for non-compliance with Section 1003(a)(ii), 1003(a)(iii), and 1003(a)(i) due to insufficient stockholders' equity[178](index=178&type=chunk)[179](index=179&type=chunk) - A plan of compliance was accepted, with a period through **October 18, 2025**, to regain compliance[180](index=180&type=chunk) - The Company has not yet regained compliance and faces potential delisting, which could occur before or after a decision on dissolution or alternative strategic transactions[181](index=181&type=chunk) [Financial Overview and Outlook](index=49&type=section&id=Financial%20Overview%20and%20Outlook) This section summarizes the Company's reduced business operations, near-term revenue expectations, liquidity outlook, and strategic uncertainties - Business significantly reduced after **Avenova Asset Divestiture** and **PhaseOne Divestiture** in January 2025[182](index=182&type=chunk) - Expected near-term revenue from manufacturing wound care products for distribution partner in China[182](index=182&type=chunk) - Management believes existing cash and cash equivalents are sufficient to meet planned operating expenses through at least **August 14, 2026**[182](index=182&type=chunk) - Uncertainty exists regarding strategic direction, with potential for unknown future claims and liabilities[182](index=182&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) This section highlights key accounting estimates requiring significant management judgment, such as asset impairment and warrant liability fair value - Preparation of financial statements requires estimates, assumptions, and judgments affecting reported amounts[183](index=183&type=chunk) - Critical accounting estimates include **impairment of long-lived assets**, which involves judgment in cash flow projections, economic conditions, probability of success, and discount rates[185](index=185&type=chunk) - Fair value of common stock warrant liabilities is determined using the **Black-Scholes option pricing model**, subject to significant management judgment[186](index=186&type=chunk) [Results of Operations](index=50&type=section&id=Results%20of%20Operations) The Company's results of operations for the three and six months ended June 30, 2025, show an increased operating loss from continuing operations but a significant net income overall for the six-month period due to gains from discontinued operations. General and administrative expenses rose due to strategic initiatives and severance, while non-cash losses related to warrants and derivatives, and convertible note amortization, were absent in 2025 [Comparison of the Three Months Ended June 30, 2025 and 2024](index=50&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section compares the Company's financial performance for the three months ended June 30, 2025 and 2024, focusing on operating expenses and non-cash items Key Financials (Three Months Ended June 30, in thousands) | Item | 2025 | 2024 | Dollar Change | Percent Change | | :-------------------------------------------------- | :--- | :--- | :------------ | :------------- | | General and administrative | $1,891 | $1,617 | $274 | 17% | | Operating loss | $(1,891) | $(1,617) | $(274) | 17% | | Non-cash loss on changes in fair value of warrant liability | $0 | $(80) | $80 | (100)% | | Non-cash loss on changes in fair value of embedded derivative liability | $0 | $(83) | $83 | (100)% | | Accretion of interest and amortization of discounts on convertible notes | $0 | $(300) | $300 | (100)% | | Net loss from continuing operations | $(1,964) | $(2,149) | $185 | (9)% | | Net income (loss) from discontinued operations, net of taxes | $42 | $564 | $(522) | (93)% | | Net income (loss) | $(1,922) | $(1,585) | $(337) | 21% | - General and administrative expenses increased primarily due to outside services costs related to non-recurring strategic initiatives, including divestitures and evaluating dissolution/alternatives[189](index=189&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and 2024](index=51&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section compares the Company's financial performance for the six months ended June 30, 2025 and 2024, detailing operating expenses, impairments, and discontinued operations income Key Financials (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | Dollar Change | Percent Change | | :-------------------------------------------------- | :--- | :--- | :------------ | :------------- | | General and administrative | $4,592 | $3,908 | $684 | 18% | | Impairment of long-lived assets | $589 | $0 | $589 | 100% | | Total operating expenses | $5,181 | $3,908 | $1,273 | 33% | | Operating loss | $(5,181) | $(3,908) | $(1,273) | 33% | | Non-cash gain on changes in fair value of warrant liabilities | $0 | $114 | $(114) | (100)% | | Non-cash (loss) gain on change in fair value of embedded derivative liability | $0 | $(18) | $18 | (100)% | | Accretion of interest and amortization of discounts on convertible notes | $0 | $(733) | $733 | (100)% | | Other expense, net | $(113) | $(453) | $340 | (75)% | | Net loss from continuing operations | $(5,294) | $(4,998) | $(296) | 6% | | Net income from discontinued operations, net of taxes | $11,042 | $199 | $10,843 | 5,449% | | Net income (loss) | $5,748 | $(4,799) | $10,547 | (220)% | - General and administrative expenses increased due to outside services for strategic initiatives and one-time severance costs[197](index=197&type=chunk) - Recorded a one-time impairment of **$559 thousand** for right-of-use assets and **$30 thousand** for fixed assets due to operational uncertainty[198](index=198&type=chunk) - Other expense, net decreased by **75%** due to lower issuance costs for March 2024 Warrant and Unsecured Convertible Notes in the prior period[202](index=202&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=53&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) This section analyzes the Company's financial position, liquidity, and capital resources, focusing on cash, divestiture impact, and future operating expense sufficiency Cash and Cash Equivalents (in thousands) | Date | Amount | | :---------------- | :----- | | June 30, 2025 | $5,344 | | December 31, 2024 | $430 | - Increase in cash due to net proceeds of approximately **$10.5 million** from **Avenova Asset Divestiture** and **$0.5 million** from **PhaseOne Divestiture**[203](index=203&type=chunk) - Bridge Loan balance of **$0.5 million** at December 31, 2024, was repaid upon Avenova Asset Divestiture closing[203](index=203&type=chunk) - Issued **$525 thousand** aggregate principal amount of **Unsecured Convertible Notes** in March 2024[205](index=205&type=chunk) - Management believes existing cash and cash equivalents will be sufficient to meet planned operating expenses through at least **August 14, 2026**, but there is uncertainty regarding strategic direction[206](index=206&type=chunk) [Net Cash Used in Operating Activities, Continuing Operations](index=55&type=section&id=Net%20Cash%20Used%20in%20Operating%20Activities%2C%20Continuing%20Operations) This section details net cash used in continuing operating activities, explaining primary drivers and non-cash adjustments for both periods Net Cash Used in Operating Activities, Continuing Operations (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Six Months Ended June 30 | $(4,315) | $(3,379) | - 2025 cash usage primarily from **$5.3 million net loss** from continuing operations, adjusted for non-cash items like depreciation (**$3 thousand**), stock-based compensation (**$6 thousand**), ROU asset amortization (**$90 thousand**), impairment of long-lived assets (**$0.6 million**), and convertible note amortization (**$46 thousand**)[207](index=207&type=chunk) - 2024 cash usage primarily from **$5.0 million net loss** from continuing operations, adjusted for non-cash items including **$0.4 million expense** for Secured Convertible Note holder consent and **$0.7 million convertible note amortization**[208](index=208&type=chunk) [Cash Used in Investing Activities, Continuing Operations](index=55&type=section&id=Cash%20Used%20in%20Investing%20Activities%2C%20Continuing%20Operations) This section reports the net cash used in continuing investing activities for the periods presented Net Cash Used in Investing Activities, Continuing Operations (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Six Months Ended June 30 | $0 | $(2) | [Cash Used in Financing Activities, Continuing Operations](index=55&type=section&id=Cash%20Used%20in%20Financing%20Activities%2C%20Continuing%20Operations) This section outlines net cash used in continuing financing activities, detailing warrant repurchases, Bridge Note repayment, and warrant exercises Net Cash Used in Financing Activities, Continuing Operations (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Six Months Ended June 30 | $(1,882) | $(1,089) | - 2025 cash usage primarily from **$2.0 million** in warrant repurchases and **$0.5 million Bridge Note repayment**, offset by **$0.6 million** from warrant exercises[210](index=210&type=chunk) - 2024 cash usage primarily from **$1.2 million** in Secured Convertible Notes repayments and **$0.1 million cash debt issuance cost**, offset by **$0.2 million** from warrant exercises[211](index=211&type=chunk) [Net Operating Losses and Tax Credit Carryforwards](index=55&type=section&id=Net%20Operating%20Losses%20and%20Tax%20Credit%20Carryforwards) This section details the Company's federal and state net operating loss and tax credit carryforwards, including expiration periods and utilization limitations Net Operating Loss and Tax Credit Carryforwards (as of December 31, 2024, in millions) | Item | Amount | | :-------------------------------- | :----- | | Federal NOL carryforwards | $153.7 | | State NOL carryforwards | $128.6 | | Federal tax credit carryforwards | $0.5 | | State tax credit carryforwards | $0.1 | - Federal NOLs generated before Jan 1, 2018, begin to expire in **2025**; those after Dec 31, 2017, carry forward indefinitely but are subject to an **80% limitation**[212](index=212&type=chunk) - State NOLs begin to expire in **2028**; state tax credits have an indefinite carryover period[212](index=212&type=chunk) - Utilization of carryforwards may be limited by ownership changes under federal and California tax laws[213](index=213&type=chunk) [Inflation](index=56&type=section&id=Inflation) This section addresses the impact of inflation on the Company's costs and operating expenses, and its strategy for managing these fluctuations - Costs and operating expenses are subject to fluctuations, particularly due to changes in the cost of labor and service providers[214](index=214&type=chunk) - Future business results depend on the ability to manage these fluctuations through cost savings projects and sourcing decisions[214](index=214&type=chunk) [Off-Balance Sheet Arrangements](index=56&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements as of the reporting dates - No 'off-balance sheet arrangements' as defined in Item 303(b)(1)(ii)(B) of Regulation S-K at June 30, 2025, or December 31, 2024[215](index=215&type=chunk) [Seasonality](index=56&type=section&id=Seasonality) This section describes the irregular nature of orders for the Company's NeutroPhase branded product sold in China - **NeutroPhase branded product** sold in China results in periodic large orders received in irregular intervals[216](index=216&type=chunk) [Contractual Obligations](index=56&type=section&id=Contractual%20Obligations) This section refers to disclosures on lease and convertible note obligations and anticipates future contracts related to strategic alternatives - Information regarding obligations under lease and convertible note arrangements is provided in **Notes 7 and 9**[217](index=217&type=chunk) - Expects to enter into further contracts and commitments related to pursuing dissolution or other strategic alternatives[217](index=217&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company's market risk is primarily limited to interest rate sensitivity on its cash and cash equivalents, which are held in short-term marketable securities. Its investment policy focuses on capital preservation, liquidity, and return, minimizing interest rate risk. There is no material exposure to foreign currency fluctuations or derivative financial instruments for trading - Market risk consists principally of **interest rate risk** on cash and cash equivalents[218](index=218&type=chunk) - Investment policy restricts investments to high-quality, short-term marketable securities (money market funds, Treasury bills, CDs, commercial paper, bonds) to minimize interest rate risk[219](index=219&type=chunk) - A **10% change in interest rates** would have an immaterial effect on the investment portfolio[219](index=219&type=chunk) - No derivative financial instruments are used for trading purposes, and no material exposure to foreign currency rate fluctuations[219](index=219&type=chunk)[220](index=220&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and Interim CFO, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025. There were no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=57&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures as evaluated by management, including the CEO and Interim CFO - CEO and Interim CFO evaluated disclosure controls and procedures as of June 30, 2025[221](index=221&type=chunk) - Concluded that disclosure controls and procedures were effective to ensure information required by the Exchange Act is recorded, processed, summarized, and reported timely[223](index=223&type=chunk) [Changes in Internal Control Over Financial Reporting](index=57&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section states that there were no material changes in the Company's internal control over financial reporting during the current quarter - No material changes in internal control over financial reporting during the current quarter[224](index=224&type=chunk) [PART II OTHER INFORMATION](index=58&type=section&id=PART%20II%20OTHER%20INFORMATION) This part provides additional information beyond the financial statements, covering legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) As of June 30, 2025, the Company was not involved in any legal proceedings that, in management's opinion, would result in a material adverse effect on its financial position, results of operations, or cash flows - No legal matters as of June 30, 2025, that would result in a material adverse effect on the Company's financial position, results of operations, or cash flows[227](index=227&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) The Company, as a smaller reporting company, refers readers to the risk factors discussed in Part I, Item 1A of its 2024 Annual Report, as it is not required to provide updated quarterly information under this item - Refers to risk factors in **Part I, Item 1A of the 2024 Annual Report**[228](index=228&type=chunk) - As a **smaller reporting company**, it is not required to provide updated quarterly information under this Item[228](index=228&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported - No unregistered sales of equity securities or use of proceeds were reported[229](index=229&type=chunk) [Item 3. Defaults Upon Senior Securities](index=58&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - No defaults upon senior securities were reported[230](index=230&type=chunk) [Item 4. Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable to the Company[231](index=231&type=chunk) [Item 5. Other Information](index=58&type=section&id=Item%205.%20Other%20Information) During the three months ended June 30, 2025, none of the Company's directors or Section 16 officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement - No directors or Section 16 officers adopted, modified, or terminated a **'Rule 10b5-1 trading arrangement'** or **'non-Rule 10b5-1 trading arrangement'** during the three months ended June 30, 2025[232](index=232&type=chunk) [Item 6. Exhibits](index=59&type=section&id=Item%206.%20Exhibits) The report includes an Exhibit Index detailing various documents filed with or incorporated by reference, such as purchase agreements, certificates of incorporation, bylaws, warrant forms, and certifications - The Exhibit Index lists documents including purchase agreements (e.g., Avenova, DERMAdoctor, PhaseOne), certificates of incorporation, bylaws, various warrant forms, and certifications (CEO, CFO)[233](index=233&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) [SIGNATURES](index=62&type=section&id=SIGNATURES) This section confirms the official signing of the report by the Company's authorized officers on the specified date - Report signed on **August 14, 2025**[240](index=240&type=chunk) - Signed by **Justin Hall** (Chief Executive Officer, General Counsel and Director) and **Tommy Law** (Interim Chief Financial Officer)[240](index=240&type=chunk)

Core Viewpoint - NioBay Metals Inc. has successfully closed a non-brokered private placement financing, raising a total of $2,238,231.52 through the issuance of 23,808,846 units at a price of $0.094 per unit, aimed at funding exploration work on its properties in Québec [1][3][4]. Financing Details - The Offering consisted of Charity FT Units, each comprising one common share and one common share purchase warrant, with the warrant exercisable at $0.10 for 24 months [1]. - The Company paid a total of $75,154 in cash finder's fees and issued 675,446 finder's warrants to various entities as part of the financing [2]. Use of Proceeds - Proceeds from the Offering will be utilized to advance exploration work on the Company's properties, particularly the Crevier project, which is critical for the development of strategic metals [3][4]. Company Overview - NioBay aims to lead in the development of mines with low carbon consumption and responsible environmental practices, emphasizing the importance of Indigenous community participation [5]. - The Company holds a 100% interest in the James Bay Niobium Project and a 72.5% interest in the Crevier Niobium and Tantalum project, with an option to acquire an 80% interest in the Foothills titanium-phosphate project [5]. Industry Context - Niobium is a highly valuable metal used in various sectors, enhancing material properties and reducing environmental impacts when added to materials like steel and aluminum [6].

Company Overview - NioBay Metals Inc. aims to lead in the development of mines with low carbon consumption and responsible water and wildlife management practices, emphasizing environmental, social responsibility, good governance, and stakeholder inclusion [4] - The company holds a 100% interest in the James Bay Niobium Project in Ontario and a 72.5% interest in the Crevier Niobium and Tantalum project in Québec, with an option to acquire an 80% interest in the Foothills project [4] Annual General Meeting (AGM) Highlights - The AGM was held on June 12, 2025, with shareholders representing over 46% of the total common shares attending [1] - New board members elected include Jean-Sébastien David, Josianne Beaudry, Laurence Farmer, Raymond Legault, Bruno Di Battista, and Serge Savard [2] - PricewaterhouseCoopers, LLP was re-appointed as auditors for the upcoming financial year, and the rolling stock option plan was re-approved [2] Stock Options Grant - Following the AGM, the company approved the grant of 1,215,000 incentive stock options to directors, officers, employees, and consultants [3] - One third of the stock options will vest immediately, while the remaining options are subject to a two-year vesting period, with a seven-year term at an exercise price of $0.06 [3] Industry Context - Niobium is a naturally occurring metal known for its ductility, malleability, and corrosion resistance, enhancing properties in various materials and applications across Mobility, Structural, and Energy sectors [5] - The addition of niobium to materials like steel, glass, and aluminum castings improves efficiency and reduces environmental impacts, thereby increasing their value [5]

Core Viewpoint - NioBay Metals Inc. has initiated a drilling campaign on the Crevier property, supported by a grant from the Ministère des Ressources naturelles et des Forêts, aiming to enhance material recovery and prepare for a larger pilot plant [1][2][6]. Group 1: Drilling Campaign Details - The 2025 Campaign is located approximately 50 km north of Girardville and 150 km from the Niobec mine, easily accessible via logging roads [1]. - The drilling will utilize large diameter (HQ) methods to maximize material collection, with plans for bulk sampling to produce over 125 metric tons of representative samples [2]. - The campaign will be executed by a local drilling company, with geological supervision from IOS Services Géoscientifiques, which has prior experience on this site [5]. Group 2: Company Strategy and Goals - The campaign aims to recover more material than the previous 2023 campaign and will test the extensions of known zones [6]. - NioBay is preparing for a second pilot plant that will be ten times larger than the first, intended to manufacture more product for potential customers [6]. - The company emphasizes the importance of local labor and community involvement in its operations, particularly with Indigenous communities [8]. Group 3: Company Background - NioBay holds a 100% interest in the James Bay Niobium Project and a 72.5% interest in the Crevier Niobium and Tantalum project, both located in territories of Indigenous communities [8]. - The company aims to lead in low carbon consumption mining practices while prioritizing environmental and social responsibilities [8]. Group 4: Industry Context - Niobium is a ductile and corrosion-resistant metal used in various sectors, enhancing material properties and reducing environmental impacts when added to materials like steel and aluminum [9].