Common use of Basis of Pro Forma Presentation Clause in Contracts

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of NovaBay and the historical financial statements of DERMAdoctor. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.

Basis of Pro Forma Presentation. The unaudited NRO Acquisition is expected to be accounted for as an asset acquisition in accordance with ASC 805. The estimated fair value of the consideration to be paid by us and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on our books as of the date of the Closing of the NRO Acquisition. Additionally, costs directly related to the NRO Acquisition are capitalized as a component of the Purchase Price. The Crypto Sale requires presentation as discontinued operations upon the issuance of future financial statements in accordance with GAAP. Pursuant to the requirements of Article 3 of Regulation S-X, the Crypto Sale is considered a significant disposition and requires pro forma condensed combined financial statements are derived from presentation in accordance with Article 11 of Regulation S-X. The Merger was accounted for as a reverse asset acquisition under existing GAAP. For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the historical consolidated Merger. Accordingly, for accounting purposes, the financial statements of NovaBay and the historical Company represent a continuation of the financial statements of DERMAdoctorPrairie LLC with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. On the Merger Closing Date, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded. The unaudited pro forma condensed combined financial statements are prepared balance sheet as of September 30, 2023 combines the historical balance sheet of the Company as of September 30, 2023 on a business combination using pro forma basis in accordance with Article 11 of Regulation S-X, as amended, as if the purchase accounting methodTransactions and the Subsequent Events, described in Note 2 below, had been consummated on September 30, 2023. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated condensed combined statements of operations for the six nine months ended June September 30, 2021 2023 and for the year ended December 31, 2020 2022 combine the historical statements of operations of NovaBay Prairie LLC, the historical statements of operations of the Company and DERMAdoctor giving effect to the Acquisition historical consolidated statements of operations of NRO, as applicable, for such periods on a pro forma basis as if it the Transactions and Subsequent Events, described in Note 2 below, had been completed consummated on January 1, 2020, the earliest period presented2022. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets basic and liabilities at June 30, 2021 is recorded as goodwill diluted earnings (loss) per share amounts presented in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operationsoperations are based upon the number of shares of Common Stock outstanding, expected to have a continuing impact assuming the Transactions and Subsequent Events, described in Note 2 below, occurred on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. AdditionallyJanuary 1, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition2022.

Basis of Pro Forma Presentation. The unaudited NRO Acquisition will be accounted for as an asset acquisition in accordance with ASC 805. The estimated fair value of the consideration paid by the Company and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on the Company’s books as of the Acquisition Closing Date. Additionally, costs directly related to the NRO Acquisition will be capitalized as a component of the Amended Purchase Price. The Crypto Sale requires presentation as discontinued operations upon the issuance of future financial statements in accordance with GAAP. Pursuant to the requirements of Article 3 of Regulation S-X, the Crypto Sale is considered a significant disposition and requires pro forma condensed combined financial statements are derived from presentation in accordance with Article 11 of Regulation S-X. The Merger was accounted for as a reverse asset acquisition under existing GAAP. For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the historical consolidated Merger. Accordingly, for accounting purposes, the financial statements of NovaBay and the historical Company represent a continuation of the financial statements of DERMAdoctorPrairie LLC with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. On the Merger Closing Date, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded. The unaudited pro forma condensed combined financial statements are prepared balance sheet as of September 30, 2024 combines the historical balance sheet of the Company and the historical consolidated balance sheet of NRO as of September 30, 2024 on a business combination using pro forma basis in accordance with Article 11 of Regulation S-X, as amended, as if the purchase accounting methodTransactions and the Subsequent Events, described in Note 4 – Subsequent Events below, had been consummated on September 30, 2024. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated condensed combined statements of operations for the six nine months ended June September 30, 2021 2024 and for the year ended December 31, 2020 2023 combine the historical statements of operations of NovaBay the Company, the historical statements of operations of Creek Road Miners, Inc., and DERMAdoctor giving effect to the Acquisition historical consolidated statements of operations of NRO, as applicable, on a pro forma basis as if it the Transactions had been completed consummated on January 1, 2020, the earliest period presented2023. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets basic and liabilities at June 30, 2021 is recorded as goodwill diluted earnings (loss) per share amounts presented in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operationsoperations are based upon the number of shares of Common Stock outstanding, expected to have a continuing impact assuming the Transactions, occurred on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. AdditionallyJanuary 1, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition2023.

Basis of Pro Forma Presentation. The unaudited condensed combined pro forma condensed combined financial statements are derived from the historical consolidated financial statements of NovaBay and the historical financial statements of DERMAdoctor. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on of June 30, 2021. The unaudited 2024 gives pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it the Acquisition had been completed occurred on January 1June 30, 2020, the earliest period presented2024. The Acquisition will be accounted for under by the purchase accounting method of accounting pursuant to which the purchase price is allocated among the acquired tangible and intangible assets and assumed liabilities in accordance with FASB ASC 805, Business Combinations, using estimates of their fair values on the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosuresdate of acquisition. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the The unaudited condensed combined pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 20212024 was prepared by combining the Company’s historical unaudited condensed combined pro forma balance sheet as of June 30, 2024 with Megatran’s historical unaudited combined balance sheet as of June 30, 2024. The amount unaudited condensed combined pro forma statement of operations for the last full fiscal year was prepared by combining the Company’s historical audited statement of operations for the fiscal year ended March 31, 2024 with Megatran’s historical audited statement of operations and comprehensive income for the fiscal year ended December 31, 2023. The unaudited condensed combined pro forma statement of operations for the three months ended June 30, 2024 was prepared by combining the Company’s historical unaudited statement of operations for the three months ended June 30, 2024 with Megatran’s historical unaudited statement of operations and comprehensive income for the three months ended June 30, 2024. The unaudited condensed combined pro forma statements of operations for the twelve months ended March 31, 2024 and the three months ended June 30, 2024 give pro forma effect to the Acquisition as if the transaction had occurred on April 1, 2023 or April 1, 2024, respectively. The pro forma adjustments represent the Company’s preliminary determination of purchase accounting adjustments and are based upon available information and certain assumptions that Company believes to be reasonable under the circumstances. The pro forma adjustments and certain assumptions are described in the accompanying notes. The allocation of the purchase consideration that was in excess price is preliminary and may be revised upon the completion of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates review of the fair value accounting and tax impacts from acquisitions, which is in progress. The final allocation of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Pricepurchase price could differ materially from estimated allocated amounts included in these pro forma financial statements. The unaudited condensed combined pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable presented below does not purport to be indicative of the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the financial position or results of operations of the combined companyCompany had such transactions actually been completed as of the assumed dates and for the periods presented, or which may be obtained in the future. Actual results may differ The following summarizes the preliminary estimated purchase price paid to Megatran and used in the allocation to account for Acquisition (in millions): Cash payment 30.0 Issuance of 1,297,600 shares of Company’s Common Stock 31.4 The value of the proceeds from these unaudited pro forma condensed combined financial statements once we have the issuance of the shares of the Company's common stock, for the purpose of determining the accounting purchase price, was determined based on the final Purchase Price for DERMAdoctor and have completed closing price on the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes day prior to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis acquisition of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the AcquisitionMegatran.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of NovaBay the Company and the historical financial statements of DERMAdoctorWxxxxx. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated proforma condensed combined balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on of June 30, 2021. The 2023, together with the unaudited pro forma consolidated condensed combined statements of operations for the six months year ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving 2023 presented herein gives effect to the Acquisition as if it the transaction had been completed occurred at the beginning of such period and includes certain adjustments that are directly attributable to the transaction which are expected to have a continuing impact on January 1the Company, 2020and are factually supportable, as summarized in the earliest period presentedaccompanying notes and assumptions. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor Wintus is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor Wintus business’s net assets and liabilities for preparation of the unaudited pro forma consolidated condensed combined balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 20212023. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor Wintus’ business’s ’ net assets and liabilities at June 30, 2021 2023 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s Wintus’ assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed combined pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay the Company would have been had the Acquisition Merger been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from balance sheet as of September 30, 2015 combines Spark Networks, Inc.’s (the “Company” or “our”) historical condensed consolidated balance sheet with the historical consolidated financial statements condensed balance sheet of NovaBay Smooch and the historical financial statements has been prepared as if our acquisition of DERMAdoctorSmooch had occurred on September 30, 2015. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six nine months ended June September 30, 2021 2015 and for the year ended December 31, 2020 2014 combine the our historical condensed consolidated statements operations with Xxxxxx’s historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition have been prepared as if it the acquisition had been completed occurred on January 16, 20202014, the earliest period presenteddate that Smooch was incorporated. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor historical financial information is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill adjusted in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary financial information to arrive at the final estimates of the fair value of DERMAdoctor’s assets give effect to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments events that are (i1) directly attributable to the Acquisitionacquisition, (ii2) factually supportable, and (iii3) with respect to the unaudited condensed pro forma combined statements of operations, expected to have a continuing impact on the results of operations of combined results. We have accounted for the combined company. Actual results may differ from these acquisition in this unaudited pro forma condensed combined financial statements once information using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”). In accordance with ASC 805, we have determined use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. The pro forma adjustments described below were developed based on management’s assumptions and estimates, including assumptions related to the consideration paid and the allocation thereof to the assets acquired from Smooch based on preliminary estimates of fair value. The final Purchase Price for DERMAdoctor and have completed allocation of the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance purchase consideration may differ from that such finalization will not result reflected in material changes to the unaudited pro forma condensed combined financial information presentedafter final valuation procedures are performed and intangible and goodwill amounts are finalized. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information is provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do does not purport to represent what the actual consolidated results of operations or the consolidated financial position of NovaBay the combined company would have been had the Acquisition been completed acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transactionThe unaudited pro forma condensed combined financial information does not reflect any integration activities or cost savings from operating efficiencies, separation synergies, asset dispositions, or integration costs will be expensed in other restructurings that could result from the appropriate accounting periods after completion of the Acquisitionacquisition.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined consolidated financial statements are derived from based on Ozop Surgical Corp.’s (formerly Newmarkt, Corp.) (the “Company”) historical consolidated condensed financial statements of NovaBay and the Ozop Surgical, Inc.’s (“Ozop”) historical condensed financial statements as adjusted to give effect to the acquisition of DERMAdoctorOzop by the Company. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements statement of operations for the six months ended June 30, 2021 and income for the year ended December 31, 2020 combine 2017, and for the historical statements of operations of NovaBay and DERMAdoctor giving three months ended March 31, 2018, gives effect to the Acquisition acquisition of Ozop as if it had been completed occurred on January 1, 20202017 and January 1, the earliest period presented. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 8052018, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Pricerespectively. The unaudited pro forma condensed financial information includes consolidated balance sheet as of March 31, 2018 gives effect to the acquisition of Ozop as if it occurred on March 31, 2018. The unaudited pro forma adjustments that are (i) directly attributable to condensed consolidated financial statements have been prepared by management for illustrative purposes and do not necessarily reflect what the Acquisition, (ii) factually supportable, and (iii) with respect to consolidated company’s financial condition or results of operations would have been had the unaudited condensed pro forma statements of operations, expected to have a continuing impact acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined consolidated company. Actual The actual financial position and results of operations may differ significantly from these the pro forma amounts reflected herein due to a variety of reasons. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined consolidated financial statements once we have determined prepared in accordance with the rules and regulations of the SEC. Differences between these preliminary estimates and the final Purchase Price for DERMAdoctor acquisition accounting may occur and these differences could have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in a material changes to impact on the unaudited pro forma condensed combined consolidated financial information presentedstatements and the consolidated company’s future results of operations and financial position. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from In order to prepare the unaudited pro forma condensed combined consolidated financial information provided herein once we statements, the Company performed a preliminary review of Xxxx’s accounting policies and did not identify any significant differences. The Company is in the process of finalizing the review of Xxxx’s accounting policies to determine if differences in accounting policies require further adjustment or reclassification of Ozop’s results of operations, assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify additional differences between the accounting policies of the two companies that, when conformed, could have completed a detailed analysis. These material impact on the unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisitionstatements.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are information has been prepared using the acquisition method of accounting under U.S. GAAP, in accordance with Accounting Standards Codifications 805, “Business Combination” (“ASC 805”), and is derived from the historical consolidated financial statements of NovaBay audited and the unaudited historical financial statements of DERMAdoctorNRG and Direct Energy. The unaudited pro forma combined balance sheet as of September 30, 2020 combines the historical condensed consolidated balance sheet of NRG and the historical condensed combined financial statements are prepared consolidated balance sheet of Direct Energy, after giving effect to the Acquisition and Transaction Accounting Adjustments as a business combination using the purchase accounting methodif they had occurred on September 30, 2020. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated combined statements of operations for the six nine months ended June September 30, 2021 2020 and for the year ended December 31, 2020 2019 combine the historical consolidated statements of operations of NovaBay NRG and DERMAdoctor the historical combined consolidated statements of income/(loss) of Direct Energy, after giving effect to the Acquisition and Transaction Accounting Adjustments as if it they had been completed occurred on January 1, 2020, the earliest period presented2019. The Acquisition will be accounted pro forma financial information has been prepared by NRG for under the purchase accounting method of accounting illustrative and informational purposes only, in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and DisclosuresArticle 11. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited The pro forma financial information is based on the Transaction Accounting Adjustments and assumptions and is not necessarily indicative of what NRG’s consolidated statements of operations or consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay actually would have been had the Acquisition and Transaction Accounting Adjustments been completed on as of the dates assumedindicated, nor are or what they necessarily indicative of will be for any future consolidated periods. The pro forma financial information does not purport to project the future financial position or operating results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in NRG following the appropriate accounting periods after completion of the Acquisition. The pro forma financial information does not reflect any cost savings, operating synergies, revenue enhancements or restructuring costs that may be achievable or incurred in connection with the Acquisition. The acquisition method of accounting requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired and the liabilities assumed at fair value at the acquisition date. The determination of fair value used in the Transaction Accounting Adjustments is preliminary and based on management’s best estimates considering currently available information and certain assumptions that management believes are reasonable under the circumstances. The purchase price allocation presented is dependent upon certain valuations and other analyses that have not yet been finalized. The actual amounts eventually recorded for purchase accounting, including the identifiable intangibles and goodwill may differ materially from the information presented and could be materially impacted by changing fair value measurements caused by the volatility in the current market environment. Under ASC 805, acquisition-related transactions costs are not included as a component of the consideration transferred and are expensed in the period in which the costs are incurred. Total costs related to the Acquisition are estimated to be approximately $40 million. At this time NRG is not aware of any material differences in the accounting policies followed by NRG and those used by Direct Energy in preparing its combined consolidated financial statements that would have a material impact on the pro forma financial information, except for the presentation of cash collateral paid/received in support of energy risk management activities as noted in Note 4(j).

Basis of Pro Forma Presentation. The unaudited NRO Acquisition will be accounted for as an asset acquisition in accordance with ASC 805. The estimated fair value of the consideration to be paid by us and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on the Company’s books as of the Acquisition Closing Date. Additionally, costs directly related to the NRO Acquisition are capitalized as a component of the Amended Purchase Price. The Crypto Sale requires presentation as discontinued operations upon the issuance of future financial statements in accordance with GAAP. Pursuant to the requirements of Article 3 of Regulation S-X, the Crypto Sale is considered a significant disposition and requires pro forma condensed combined financial statements are derived from presentation in accordance with Article 11 of Regulation S-X. The Merger was accounted for as a reverse asset acquisition under existing GAAP. For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the historical consolidated Merger. Accordingly, for accounting purposes, the financial statements of NovaBay and the historical Company represent a continuation of the financial statements of DERMAdoctorPrairie LLC with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. On the Merger Closing Date, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded. The unaudited pro forma condensed combined financial statements are prepared balance sheet as of June 30, 2024 combines the historical balance sheet of the Company and the historical consolidated balance sheet of NRO as of June 30, 2024 on a business combination using pro forma basis in accordance with Article 11 of Regulation S-X, as amended, as if the purchase accounting methodTransactions and the Subsequent Events, described in Note 4 – Subsequent Events below, had been consummated on June 30, 2024. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated condensed combined statements of operations for the six months ended June 30, 2021 2024 and for the year ended December 31, 2020 2023 combine the historical statements of operations of NovaBay the Company, the historical statements of operations of Creek Road Miners, Inc., and DERMAdoctor giving effect to the Acquisition historical consolidated statements of operations of NRO, as applicable, on a pro forma basis as if it the Transactions and Subsequent Events, described in Note 4 – Subsequent Events below, had been completed consummated on January 1, 2020, the earliest period presented2023. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets basic and liabilities at June 30, 2021 is recorded as goodwill diluted earnings (loss) per share amounts presented in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operationsoperations are based upon the number of shares of Common Stock outstanding, expected to have a continuing impact assuming the Transactions and Subsequent Events, described in Note 4 – Subsequent Events below, occurred on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. AdditionallyJanuary 1, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition2023.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from have been prepared by us pursuant to the historical consolidated rules and regulations of the Securities and Exchange Commission for the purposes of inclusion in Dynacast’s Current Report on Form 8-K/A prepared and furnished in connection with the Acquisition. Certain information and disclosures normally included in financial statements of NovaBay prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, we believe that the historical disclosures provided herein are adequate to make the information presented not misleading. The accompanying unaudited pro forma condensed combined financial statements of DERMAdoctorhave been prepared to give effect to the Transactions. The unaudited pro forma condensed combined financial statements are prepared balance sheet as a business combination using of June 30, 2014 gives effect to the purchase accounting methodTransactions as if they had occurred on June 30, 2014. The unaudited pro forma consolidated condensed combined balance sheet has been prepared to reflect is derived from the transaction unaudited historical financial statements of Dynacast and Kinetics as if the Acquisition had been completed on of June 30, 20212014. The unaudited pro forma consolidated condensed combined statements of operations for the six months ended June 30, 2021 2014 and year ended December 31, 2013 gives effect to the Transactions as if they had occurred on January 1, 2013. The unaudited pro forma condensed combined statements of operations are derived from the unaudited historical financial statements of Dynacast and Kinetics for the six months ended June 30, 2014 and the audited historical financial statements of Dynacast and Kinetics for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented2013. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can should be no assurance that such finalization will not result read in material changes conjunction with these accompanying notes to the unaudited pro forma condensed combined financial information presented. statements, our historical audited and unaudited consolidated financial statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Dynacast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on March 14, 2014, and Dynacast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed on August 6, 2014, and Kinetics’ financial statements included in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented provided for illustrative informational purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated financial position or results of operations of NovaBay would actually have been if the Transactions had the Acquisition been completed on occurred as of the dates assumed, nor are they necessarily indicative of future consolidated indicated or what such financial position or results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisitionfor any future periods.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are derived from information was prepared based on the historical consolidated financial statements of NovaBay the Company, the historical South Texas Rich Properties Statements of Revenues and Direct Operating Expenses related to the Chesapeake Transaction, and from the historical financial statements activity of DERMAdoctorSundance through June 30, 2022, the closing date of the Sundance Transaction. Certain of Sundance’s historical amounts have been reclassified to conform to XxxxxxXxx’s financial statement presentation. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2023 and the year ended December 31, 2022 were prepared assuming the Transactions and related financing transactions occurred on January 1, 2022. The Unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2023 was prepared as if the Chesapeake Transaction and related financing had occurred on June 30, 2023. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to described in the Acquisitionaccompanying notes and are based on available information and certain assumptions that SilverBow believes are reasonable, (ii) factually supportablehowever, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual actual results may differ from those reflected in these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies statements. In SilverBow’s opinion, all adjustments that are necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, present fairly the pro forma presentation of the Private Placement is also preliminaryinformation have been made. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These The unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated XxxxxxXxx’s financial position or results of operations of NovaBay would have been if the transactions had the Acquisition been completed actually occurred on the dates assumedindicated above, nor are they necessarily indicative of SilverBow’s future consolidated financial position or results of operations or operations. These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial position. Any transactionstatements and related notes of SilverBow, separation or integration costs will be expensed in Sundance, Chesapeake, as applicable, for the appropriate accounting periods after completion of the Acquisitionperiod presented.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of NovaBay the Company and the historical financial statements of DERMAdoctorBiowin. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated proforma condensed combined balance sheet has been prepared to reflect as of December 31, 2022, together with the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated condensed combined statements of operations for the six months year ended June 30, 2021 2022 and for the year six months ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving 2022 presented herein gives effect to the Acquisition as if it the transaction had been completed occurred at the beginning of such periods and includes certain adjustments that are directly attributable to the transaction which are expected to have a continuing impact on January 1the Company, 2020and are factually supportable, as summarized in the earliest period presentedaccompanying notes and assumptions. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor Biowin is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor Biowin business’s net assets and liabilities for preparation of the unaudited pro forma consolidated condensed combined balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30December 31, 20212022. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor Biowin’s business’s net assets and liabilities at June 30December 31, 2021 2022 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctorBiowin’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed combined pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor Biowin and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctorchanges. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay the Company would have been had the Acquisition Merger been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.

Basis of Pro Forma Presentation. The unaudited condensed pro forma combined financial information was prepared using the acquisition method of accounting, which is based on authoritative guidance for business combinations and fair value concepts. The unaudited condensed pro forma combined financial statements were prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”) utilizing the SEC’s guidance under Article 11 of Regulation S-X. In accordance with the acquisition method of accounting for business combinations, the assets acquired and the liabilities assumed are derived from recorded at their respective fair values and added to those of the historical consolidated Company. The excess purchase consideration over the fair values of assets acquired and liabilities assumed was recorded as goodwill. The total purchase price was allocated using information currently available to the Company. Under the acquisition method, acquisition-related transaction costs (e.g., advisory, legal, valuation and other professional fees) are not included as consideration transferred but are accounted for as expense in the periods in which the costs are incurred. These costs are not presented in the unaudited condensed pro forma combined financial statements of NovaBay and because they will not have a continuing impact on the historical financial statements of DERMAdoctorcombined results. The unaudited condensed pro forma combined consolidated statement of operations reflect certain adjustments that are necessary to present fairly our unaudited condensed pro forma combined financial statements are prepared as a business combination using the purchase accounting methodstatement of operations. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments give effect to events that are (i1) directly attributable to the Acquisitionacquisition, (ii2) factually supportable, supportable and (iii3) with respect to the unaudited condensed pro forma statements statement of operations, expected to have a continuing impact on the results combined results, and are based on assumptions that management believes are reasonable given the best information currently available. The following table summarizes the purchase price allocation of operations consideration transferred as if the acquisition had closed on June 30, 2019 (in thousands): Preliminary purchase consideration $ 84,560 Allocation of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor purchase consideration: Cash $ 41 Other current assets 3,100 Property and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionallyequipment 75 Identifiable intangible assets 51,080 Goodwill 38,617 Other assets 262 Total assets acquired 93,175 Deferred revenue 7,123 Other current liabilities 1,153 Deferred revenue, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.noncurrent 339 Total liabilities assumed 8,615 Net assets acquired $ 84,560

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the historical consolidated audited and unaudited financial statements of NovaBay Winnebago and Newmar Corporation and Subsidiaries. The financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statement of income, expected to have a continuing impact on the combined results of operations of Winnebago. The fiscal year end of Newmar Acquired Companies, which is December 31, has been conformed to the fiscal year end of Winnebago, which is the last Saturday in August, for the purpose of presenting pro forma condensed combined financial statements, pursuant to Rule 11-02(c)(3) of Regulation S-X, as the fiscal years differed by more than 93 days. The historical statement of income of Newmar Corporation and Subsidiaries used in the unaudited pro forma condensed combined statement of income for the year ended August 31, 2019 was derived by adding the results from the unaudited consolidated statement of income for the six months ended June 30, 2019 to the results from the audited consolidated statement of income for the year ended December 31, 2018 and removing the results from the unaudited consolidated statement of income for the six months ended June 30, 2018. The historical balance sheet of Newmar Corporation and Subsidiaries used in the unaudited pro forma condensed combined balance sheet as of August 31, 2019 was the unaudited consolidated balance sheet as of June 30, 2019. In addition, certain amounts from the historical financial statements of DERMAdoctorNewmar Corporation and Subsidiaries were reclassified to conform their presentation to that of Winnebago (see Note 8). The unaudited pro forma condensed combined financial statements are information was prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting acquisition method of accounting in accordance with FASB ASC 805, Business Combinationswhich requires, using among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, in accordance with ASC 805, uses the fair value concepts defined in ASC 820, “Fair Value Measurements Measurement” (“ASC 820”). ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP, expands disclosures about fair value measurements, and Disclosuresspecifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. We Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are treated assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposesa result, assets may be required to be recorded which are not intended to be used or sold. AccordinglyAdditionally, the purchase consideration allocated fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The allocation of the aggregate transaction consideration, as well as certain amounts relating to the DERMAdoctor business’s assets and liabilities for preparation issuance of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming convertible notes and the Acquisition was completed as use of June 30proceeds therefrom, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill used in the unaudited pro forma condensed combined balance sheetfinancial information is based on preliminary estimates. We have not yet completed The estimates and assumptions are subject to change as of the Acquisition effective time of the closing of the Transaction. The final determination of the allocation of the aggregate transaction consideration will be based on the actual tangible and have not yet performed intangible assets and the detailed valuation studies necessary to arrive liabilities of Newmar Acquired Companies at the final estimates effective time of the Transaction (see Note 5). Newmar Acquired Companies’ assets acquired and liabilities assumed will be recorded at their fair value at the transaction date. ASC 805 establishes that the consideration transferred shall be measured at the closing date of the Transaction at the then-current market price. This particular requirement will likely result in a per share equity component that is different from the amount assumed in this unaudited pro forma condensed combined financial information. The preliminary purchase price allocation assumes a common stock price of $49.24, the price at market close on October 23, 2019. The fair value of DERMAdoctorthe Closing Stock Consideration also includes an approximate 5% discount for lack of marketability to reflect the one-year lock-up period on the Closing Stock Consideration. If the price of the Company’s assets to be acquiredcommon stock increases or decreases by 10%, the liabilities to be assumed purchase price would increase or decrease by $9.3 million and could impact the related allocations of the Purchase Pricepurchase price allocation. The unaudited pro forma condensed combined financial information includes is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information has not been adjusted to give effect to certain expected financial benefits of the Transaction, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, not expected to have a continuing impact on the results of operations business of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined Further, one-time Transaction-related expenses anticipated to be incurred prior to, or concurrent with, the final Purchase Price for DERMAdoctor and have completed closing of the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will Transaction are not result included in material changes to the unaudited pro forma condensed combined financial information presentedstatement of income. The preliminary unaudited pro forma Purchase Price allocation For the year ended August 31, 2019, such acquisition-related expenses were $0.7 million. Management has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionallyidentified an additional $10.9 million of acquisition-related expenses, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisitionincurred.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements Unaudited Pro Forma Condensed Combined Statements of NovaBay and the historical financial statements of DERMAdoctor. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and Income for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving 2015 give effect to the Acquisition as if it had been completed consummated on January 1, 2020, the earliest period presented2015. The Acquisition will be accounted for under the purchase accounting method Unaudited Pro Forma Condensed Combined Balance Sheet as of accounting in accordance with FASB ASC 805December 31, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated 2015 gives effect to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30if it had been consummated on December 31, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price2015. The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (i) directly attributable to has been prepared for informational purposes only and is not necessarily indicative of the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the combined financial position or results of operations of in future periods or the combined companyresults that actually would have been realized had the acquisition actually occurred on the dates indicated above. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies The adjustments necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to present fairly the unaudited pro forma condensed combined financial information presentedhave been made based on available information and, in the opinion of management, are reasonable. The preliminary actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma Purchase Price allocation condensed combined information has been made solely derived from the historical financial statements of Magal and Aimetis that are either included in or referenced in this filling. The Aimetis historical financial statements have been translated from Canadian dollars to U.S. dollars using historic exchanges rates. The average exchange rates applicable to Aimetis during the periods presented for preparing the pro forma condensed combined statement of income and the period end exchange rate applicable to Aimetis for the pro forma condensed combined balance sheet are as follows: Average exchange rate for year ended December 31, 2015 (Aimetis pro forma condensed combined statement of income) 1.2757 Period end exchange rate as of December 31, 2015 (Aimetis pro forma condensed combined balance sheet) 1.3866 Based on Magal's management's preliminary review of the respective summaries of significant accounting policies of Aimetis and preliminary discussions among the respective management teams, the nature and amount of any adjustments to the historical financial statements of Aimetis to conform its accounting policies to those of Magal are not expected to be material. Further review of accounting policies may result in additional revisions to Aimetis's policies and classifications to conform to those of Magal. Assumptions and estimates underlying the unaudited pro forma adjustments are described in these notes and should be read in conjunction with the unaudited pro forma condensed combined financial statementsinformation. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from Since the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysishas been prepared based upon preliminary estimates, the final amounts may differ materially from the information presented. These The Acquisition is reflected in the unaudited pro forma condensed combined financial statements information as an acquisition of all the outstanding shares of Aimetis by Magal in accordance with ASC Topic 805, "Business Combinations". Under these accounting standards, the total estimated purchase price is calculated as described in Note 2, and the assets acquired and the liabilities assumed from Aimetis are presented for illustrative purposes only measured and recorded at their estimated fair values. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Magal estimated the fair values as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions of the Acquisition. The unaudited pro forma adjustments included herein are preliminary and will be adjusted as additional information becomes available and as additional analyses are performed. The final purchase price allocation and the final amounts of the assets acquired and liabilities assumed in the Acquisition may differ materially from the values recorded in the Unaudited Pro Forma Condensed Combined Balance Sheet. Estimated transaction costs have been excluded from the Unaudited Pro Forma Condensed Combined Statements of Income as they reflect charges directly related to the Acquisition and do not give effect have an ongoing impact. However, the anticipated transaction costs are reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as an increase to any cost savings from operating efficienciesother accounts payable and accrued expenses and a decrease to retained earnings. In addition, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do information does not include one-time costs directly attributable to the transaction, employee retention costs as per the Agreement that are expected to be paid subject to completion of thirteen months of employment with Aimetis, as those costs are not considered part of the purchase price, or are not expected to have a continuing impact. Magal and Aimetis expect to incur costs associated with integrating the operations of their respective businesses. The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits as a result of synergies that might result from the acquisition. The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to represent what be indicative of the actual consolidated Company’s financial position or results of operations of NovaBay which would actually have been obtained had the Acquisition been completed on as of the dates assumeddate or for the periods presented, nor are they necessarily indicative or of future consolidated the financial position or results of operations or consolidated financial position. Any transaction, separation or integration costs will that may be expensed obtained in the appropriate accounting periods after completion of the Acquisitionfuture.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of NovaBay InMed and the historical financial statements of DERMAdoctorBayMedica. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated condensed combined balance sheet has been prepared to reflect the transaction as if the Acquisition Merger had been completed on June September 30, 2021. The unaudited pro forma consolidated condensed combined statements of operations for the six three months ended June September 30, 2021 and for the year ended December 31June 30, 2020 2021 combine the historical statements of operations of NovaBay InMed and DERMAdoctor BayMedica giving effect to the Acquisition Merger as if it had been completed on January July 1, 2020, the first day of the earliest period presented. The Acquisition Merger will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor BayMedica is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor BayMedica business’s net assets and liabilities for preparation of the unaudited pro forma consolidated condensed combined balance sheet is based upon their estimated preliminary fair values assuming the Acquisition Merger was completed as of June September 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor BayMedica’s business’s net assets and liabilities at June September 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctorBayMedica’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (i) directly attributable to the AcquisitionMerger, (ii) factually supportable, and (iii) with respect to the unaudited condensed combined pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor BayMedica and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctorchanges. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay InMed would have been had the Acquisition Merger been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Purchase Agreement (the “Recoup Transactions”) and have been prepared for informational purposes only. The unaudited pro-forma condensed combined balance sheet as of June 30, 2024, assumes that the Recoup Transactions occurred on June 30, 2024. The unaudited pro forma condensed combined income statements are derived for the six months ended June 30, 2024 and for the year ended December 31, 2023 assume that the Recoup Transactions occurred on January 1, 2023. Management has made significant estimates and assumptions in its determination of the transaction accounting adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the historical consolidated financial statements of NovaBay and the historical financial statements of DERMAdoctorinformation presented. The unaudited pro forma condensed combined financial statements information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the disposal of Recoup. The transaction accounting adjustments reflecting the completion of the disposal transactions are prepared as a business combination using based on currently available information and assumptions and methodologies that management believes are reasonable under the purchase accounting methodcircumstances. The unaudited pro forma consolidated balance sheet has been prepared to reflect transaction accounting adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the transaction as if accounting adjustments, and it is possible the Acquisition had been completed difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the disposal transactions based on June 30, 2021. The unaudited pro forma consolidated statements of operations for information available to management at the six months ended June 30, 2021 current time and for that the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving transaction accounting adjustments give appropriate effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements those assumptions and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill properly applied in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Pricefinancial information. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have is not yet completed a detailed analysis necessarily indicative of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations and financial position of NovaBay the Company would have been had the Acquisition been completed sale taken place on the dates assumeddate indicated, nor are they necessarily indicative of the future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion position of the Acquisitionpost-disposition company. They should be read in conjunction with the historical financial statements and notes thereto of the Company.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from Pro Forma Information was prepared in accordance with Article 11 of Regulation S-X. The Business Combination will be accounted for using the acquisition method of accounting under ASC 805, with Praxair representing the accounting acquirer under this guidance. The Pro Forma Information is based on Praxair’s and Linde AG’s historical consolidated financial statements of NovaBay and the historical financial statements of DERMAdoctor. The unaudited which are adjusted to give pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition Business Combination of Xxxxx XX and Praxair with Praxair representing the accounting acquirer, and other transactions presented herein, such as if it had been completed on January 1, 2020, the earliest period presentedDivestitures. The Acquisition will be accounted for under the purchase accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary effects relate to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments events that are (i) directly attributable to the AcquisitionBusiness Combination and Divestitures, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma condensed combined statements of operationsincome, expected to have a continuing impact on the results of operations combined group’s results. The pro forma adjustments are preliminary and based on estimates of the combined companyfair value and useful lives of the assets acquired and liabilities assumed and have been prepared by the Company’s management to illustrate the estimated effect of the Business Combination, the Divestitures and certain other adjustments. Actual results may differ from these The final determination of the purchase consideration and purchase accounting will be based on the fair values of the Xxxxx XX assets acquired and liabilities assumed at the date of the completion of the Business Combination. The unaudited pro forma condensed combined financial statements once we have determined of income for the final Purchase Price for DERMAdoctor nine months ended September 30, 2018 and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes year ended December 31, 2017 give effect to the Business Combination as if it had occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 gives effect to the Business Combination as if it has occurred on September 30, 2018. Linde AG’s historical results are derived from Linde AG’s statements of financial information presentedposition and profit or loss as of and for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, prepared in accordance with IFRS as issued by the IASB. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual Praxair’s historical results will differ are derived from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only consolidated balance sheet and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs consolidated statement of the DERMAdoctor business or costs income as of and for the integration of DERMAdoctor’s business operations nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, prepared in accordance with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the AcquisitionU.S. GAAP.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements Pro Forma Combined Financial Information has been prepared assuming the Transaction is accounted for using the acquisition method of accounting with Applied as the acquiring entity and Xxxxx as the acquiree. Under the acquisition method of accounting, Applied’s assets and liabilities will retain their carrying amounts while the assets acquired, and liabilities assumed of Akida will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired will be recorded as goodwill. The transaction accounting adjustments have been prepared as if the Transaction had taken place on September 30, 2020 in the case of the Condensed Combined Balance Sheet, and on January 1, 2019 in the case of the Combined Condensed Statements of Operations for the year ended December 31, 2019 and the nine months ended September 30, 2020. The transaction accounting adjustments represent management’s estimates based on information available as of the date of this filing and are derived from subject to change as additional information becomes available and additional analyses are performed. The Pro Forma Condensed Combined Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined. The accounting policies used in the historical preparation of the Pro Forma Condensed Combined Financial Information are those set out in the Company’s audited consolidated financial statements as of NovaBay and the historical financial statements of DERMAdoctor. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine 2019. The Company performed a preliminary review of Xxxxx’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020Pro Forma Condensed Combined Financial Information. At this time, the earliest period presentedApplied is not aware of any other differences that would have a material effect on the Pro Forma Condensed Combined Financial Information, including any differences in the timing of adoption of new accounting standards. The Acquisition However, Applied will continue to perform its detailed review of Xxxxx’s accounting policies and, upon completion of that review, differences may be accounted for under the purchase identified between accounting method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities for preparation policies of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30two companies that, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30when conformed, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to could have a continuing material impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the AcquisitionPro Forma Condensed Combined Financial Information.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of NovaBay CDW and the historical consolidated financial statements of DERMAdoctorSirius. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the nine months ended September 30, 2021 have been prepared as if the Acquisition and related financing transactions had been consummated on January 1, 2020, and the unaudited pro forma condensed combined balance sheet was prepared as if the Acquisition and related financing transactions had been consummated on September 30, 2021. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting acquisition method of accounting in accordance with FASB ASC Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 805, Business CombinationsCombinations ("Topic 805"), using the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. We are CDW has been treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company acquirer for financial reporting purposes. AccordinglyUnder the acquisition method of accounting, the purchase consideration allocated to the DERMAdoctor business’s Sirius' assets and liabilities for preparation of the unaudited these pro forma consolidated balance sheet financial statements is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June September 30, 2021. The amount of the estimated purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s Sirius' net assets and liabilities at June on September 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined may differ from the final Purchase Price for DERMAdoctor purchase accounting given that the purchase price is preliminary and have completed subject to finalization of customary closing adjustments and that the identification and measurement of assets acquired and liabilities assumed are preliminary and subject to change as detailed valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presentedare finalized. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the final purchase accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ adjustments may be materially different from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysisadjustments. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or carve out allocations for Sirius or costs for the integration of DERMAdoctor’s business operations with NovaBaySirius' operations. These unaudited pro forma condensed combined financial statements also do not purport to represent what the actual consolidated results of operations of NovaBay CDW would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or the consolidated financial positionposition of the combined company. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements are derived from information was prepared using the acquisition method of accounting and is based on the historical consolidated financial statements of NovaBay the Company and the historical financial statements of DERMAdoctorMorinda. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Acquisition as if it had been completed on January 1, 2020, the earliest period presented. The Acquisition will be accounted for under the purchase accounting acquisition method of accounting is set forth in accordance with FASB ASC Accounting Standards Codification (“ASC”) 805, Business Combinations, using and uses the fair value concepts defined in ASC 820, Fair Value Measurements and DisclosuresMeasurement. We are treated as Under the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordinglyacquisition method of accounting, the purchase consideration allocated to the DERMAdoctor business’s assets acquired and liabilities for preparation assumed are generally recorded as of the unaudited pro forma consolidated balance sheet is based upon completion of the Merger at their estimated preliminary respective fair values assuming the Acquisition was completed as of June 30, 2021. The amount and added to those of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets Company. Financial statements and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the liabilities to be assumed and the related allocations of the Purchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the reported results of operations of the combined company. Actual results may differ from Company issued after completion of the Merger will reflect these unaudited pro forma condensed combined fair value adjustments, but the Company’s previously issued historical financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in material changes to the be retroactively restated. The unaudited pro forma condensed combined financial information presenteddoes not reflect any potential cost savings or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed a detailed analysisin the fourth quarter of 2018, since the proceeds were required to consummate the business combination. These The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and do not give Morinda as of September 30, 2018, giving effect to any cost savings from operating efficienciesthe Merger as if it had been consummated on September 30, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay2018. These The unaudited pro forma condensed combined financial statements do not purport of operations give effect to represent what the actual Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated results statements of operations of NovaBay would have been had the Acquisition been completed on Company and Morinda for each of (i) the dates assumednine-month period ended September 30, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction2018, separation or integration costs will be expensed in and (ii) the appropriate accounting periods after completion of the Acquisitionyear ended December 31, 2017.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined historical financial statements are information of the Company being presented in these Unaudited Pro Forma Financial Statements is derived from the historical Company’s unaudited condensed consolidated financial statements of NovaBay and the historical financial statements of DERMAdoctor. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to reflect the transaction as if the Acquisition had been completed on June 30, 2021. The unaudited pro forma consolidated statements statement of operations for the six nine months ended June September 30, 2022, audited consolidated statement of operations for the fiscal year ended December 31, 2021 and unaudited condensed consolidated balance sheet as of September 30, 2020, which were prepared in accordance with U.S. GAAP. The historical financial information of Surgalign SPV being presented in these Unaudited Pro Forma Financial Statements is based on the Abbreviated Statements of Assets Acquired and Abbreviated Statements of Revenues and Direct Expenses (the “Abbreviated Financial Statements”), which are in an abbreviated format and are presented in lieu of the financial information otherwise required by Rule 3-05 of Regulation S-X. The historical abbreviated financial information of Surgalign SPV is derived (“carved-out”) from the Seller’s consolidated financial statements, including the unaudited condensed combined statement of comprehensive loss for the nine months ended September 30, 2022, the audited combined statement of comprehensive loss for the year ended December 31, 2020 combine 2021 and the historical statements unaudited condensed combined balance sheet as of September 30, 2022, which were prepared in accordance with U.S. GAAP. Note 1 to the Abbreviated Financial Statements included in Exhibit 99.1 of this Form 8-K/A provides further information regarding the basis of presentation in the Abbreviated Financial Statements. The Abbreviated Financial Statements only reflect the assets conveyed in the Equity Purchase Agreement, and do not purport to reflect the financial position and results of operations of NovaBay and DERMAdoctor giving effect to Surgalign SPV, had such business operated on a stand-alone basis during the Acquisition as if it had been completed on January 1, 2020, the earliest period periods presented. The Acquisition acquisition of Surgalign SPV will be accounted for under the purchase accounting acquisition method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. We are Xtant has been treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company acquirer for financial reporting purposes. Accordingly, the purchase consideration allocated to the DERMAdoctor business’s assets and liabilities of Surgalign SPV for preparation of the unaudited these pro forma consolidated balance sheet financial statement is based upon their estimated preliminary fair values assuming the Acquisition Transaction was completed as of June September 30, 20212022. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June acquired on September 30, 2021 2022 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have As of the date of the Current Report on Form 8-K to which these unaudited pro forma combined financial statements are filed as an exhibit, the Company has not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s the total assets to be acquired, the liabilities to be assumed acquired and the related allocations of the Purchase Pricepurchase price. The As indicated in Note 5 to these unaudited pro forma condensed combined financial information includes statements, Management has made certain adjustments to the historical book values of the assets acquired to reflect preliminary estimates of fair value necessary to prepare the unaudited pro forma adjustments that are (i) directly attributable to condensed combined financial statements, with the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations excess of the combined companypurchase price over the adjusted historical net assets of the assets acquired recorded as goodwill. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have Management has completed the valuation studies necessary to finalize the required Purchase Price purchase price allocations and identified any additional conforming accounting policy changes for DERMAdoctoridentified. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information presentedchanges. The preliminary unaudited pro forma Purchase Price purchase price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Acquisition.