Welcome to our dedicated page for Novabay Pharma SEC filings (Ticker: NBY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Technical jargon about Neutrox chemistry and phase data can make NovaBay Pharmaceuticals’ SEC disclosures feel like a clinical protocol instead of an investment document. Whether you are digging for Avenova sales trends or verifying cash runway before the next trial milestone, NovaBay’s 10-K, 10-Q, and frequent 8-K updates pack dozens of pages that demand hours of reading.
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NovaBay Pharmaceuticals, Inc. is registering 1,195,428 shares of common stock, par value $0.01 per share, for issuance under its 2017 Omnibus Incentive Plan through this Form S-8. This new registration reflects the Plan’s automatic “evergreen” share increase and an additional block of shares approved by stockholders.
For 2025, the Board added 195,428 shares effective January 1, 2025, equal to four percent of the 4,885,693 shares of common stock issued and outstanding as of December 31, 2024. On October 16, 2025, stockholders approved a further 1,000,000 shares available for issuance under the Plan. This filing builds on earlier S-8 registrations for the same plan and incorporates those prior registration statements and the company’s ongoing Exchange Act reports by reference.
NovaBay Pharmaceuticals has filed a pre-effective amendment to its shelf registration to offer and sell up to
The company has sold all of its prior eyecare and wound care product lines in
As of
NovaBay Pharmaceuticals (NBY) filed its Q3 2025 10‑Q, showing a much smaller continuing operation after selling key brands and assets. For the quarter, product revenue was $521 thousand with gross profit of $42 thousand. Operating expenses were $1.30 million, resulting in an operating loss of $1.26 million and a net loss from continuing operations of $1.33 million. Including discontinued operations, the quarter’s net loss was $1.29 million.
Year‑to‑date, discontinued operations contributed $11.08 million of income, driving consolidated net income of $4.46 million despite a $6.63 million loss from continuing operations. Cash and cash equivalents were $2.31 million at September 30, 2025, total assets were $3.49 million, and total liabilities were $1.85 million, with stockholders’ equity at $1.11 million. The company effected a 1‑for‑35 reverse split in 2024 and reported 126,010,749 common shares outstanding as of November 4, 2025.
Management states existing cash, plus proceeds from subsequent Series E Preferred and October 2025 pre‑funded warrants, are expected to fund planned expenses at least through November 7, 2026. The board abandoned a previously approved plan of dissolution and is evaluating opportunities in emerging financial infrastructure and network‑based markets, which may include select blockchain‑based assets.
NovaBay Pharmaceuticals (NBY): A reporting group filed a Form 4 showing conversions into common stock and a warrant purchase tied to prior stockholder approvals. On October 21, 2025, 220,663 shares of Series D Non‑Voting Convertible Preferred converted into 35,306,080 shares of common stock and 134,375 shares of Series E Non‑Voting Convertible Preferred converted into 21,500,000 shares of common stock, following stockholder approval at the annual meeting on October 16, 2025.
The filing also reports the purchase on October 16, 2025 of pre-funded warrants to buy 2,702,703 common shares at a $0.01 exercise price, acquired at $1.10 per warrant. The warrants have no expiration and are exercisable any time after January 1, 2026, subject to stockholder approval. Following the conversions, the filing lists 56,806,080 common shares beneficially owned directly. The report is filed by more than one reporting person, with the relationship indicated as Director.
NovaBay Pharmaceuticals (NBY) reporting persons filed a Form 4 detailing a large equity change. On October 21, 2025, they acquired 56,806,080 common shares at $0 via conversions approved by stockholders on October 16, 2025: 35,306,080 from Series D Non‑Voting Convertible Preferred and 21,500,000 from Series E Non‑Voting Convertible Preferred.
Separately, on October 16, 2025, they purchased pre‑funded warrants to buy 2,702,703 common shares at a $0.01 exercise price, paying $1.10 per warrant. The warrants have no expiration and are exercisable for common stock any time after January 1, 2026, subject to stockholder approval.
NovaBay Pharmaceuticals (NBY): CEO, director and 10% owner Michael Kazley reported insider activity. On 10/21/2025, 220,663 shares of Series D Non‑Voting Convertible Preferred converted into 35,306,080 common shares, and 134,375 shares of Series E Non‑Voting Convertible Preferred converted into 21,500,000 common shares, totaling 56,806,080 common shares, held indirectly via the R01 Entities.
On 10/16/2025, R01 Fund LP purchased pre‑funded warrants to buy 2,702,703 common shares at a $1.10 purchase price per warrant with a $0.01 exercise price. These warrants have no expiration and are exercisable any time after 01/01/2026, subject to stockholder approval.
NovaBay Pharmaceuticals (NBY): Form 4/A insider update. Framework Ventures IV L.P. reported a transaction tied to preferred shares that convert into common stock following stockholder approvals at the October 16, 2025 annual meeting.
On October 9, 2025, Framework Ventures IV L.P. purchased from David Lazar 220,663 shares of Series D Non-Voting Convertible Preferred Stock and the rights and obligation to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock. Following stockholder approvals at the meeting on October 16, 2025, each Series D and Series E preferred share converts into 160 shares of common stock. The filing lists underlying amounts of 35,306,080 common shares for the Series D and 21,500,000 common shares for the Series E. The transaction was reported with code J and a stated conversion price of $0.00.
This amendment was filed solely to add Michael Ernest Anderson as a reporting person, and the Framework entities are jointly filing pursuant to a Joint Filing Agreement.
NovaBay Pharmaceuticals (NBY)
On October 9, 2025, Framework Ventures IV L.P. acquired 220,663 shares of Series D Non-Voting Convertible Preferred Stock, which are convertible into a maximum of 1,164,117 shares of common stock. It also acquired the rights and obligation to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock.
Following stockholder approval at the annual meeting on October 16, 2025, each share of Series D and Series E Preferred Stock will automatically convert into 160 common shares at the option of the holder within the stated post-meeting periods. The filing notes standard beneficial ownership disclaimers by the Framework entities.
NovaBay Pharmaceuticals filed a corporate designation for a new preferred stock class. The company reported that it filed a Certificate of Designation for its Series E Non-Voting Convertible Preferred Stock with the Delaware Secretary of State on October 16, 2025.
The filing furnishes this Certificate of Designation as Exhibit 3.1. NovaBay’s common stock trades on NYSE American under the symbol NBY.
NovaBay Pharmaceuticals reported it has regained compliance with NYSE American continued listing standards. The company met Section 1003(a)’s requirement to maintain stockholders’ equity of at least $6.0 million, and is otherwise in compliance with NYSE American rules.
The update follows NYSE American’s acceptance of NovaBay’s compliance plan in June 2024. A press release announcing the return to compliance was issued on October 20, 2025 and furnished as Exhibit 99.1.
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