Novabay Pharma SEC Filings

NovaBay Pharmaceuticals' preliminary proxy statement describes board and governance matters and equity plan details. The filing lists selected director qualifications, noting long tenures and industry, operational and marketing experience among directors. It discloses equity awards to non-employee directors consisting of 858 restricted stock units granted to each director in fiscal 2024 with an aggregate grant-date fair value of $4.94 per share; at December 31, 2024 each of several named directors held 858 unvested RSUs and specified counts of vested stock options (for example, Dr. Freiman 99 vested options).

The proxy also discloses corporate governance proposals: a request for stockholder approval to increase authorized common stock from 150,000,000 to 1,500,000,000 shares and preferred stock from 5,000,000 to 10,000,000 shares, as well as reference to a proposed reverse stock split certificate of amendment. It reports management changes effective August 19, 2025: Mr. Lazar appointed Chief Executive Officer, Mr. Hall moved from CEO to Vice President of Business Development, General Counsel and Corporate Secretary, and Mr. Law appointed Chief Financial Officer and Treasurer.

Poplar Point entities and Jad Fakhry reported owning 1,020,300 shares of NovaBay Pharmaceuticals (NBY), representing 17.52% of the company's common stock. The position is held jointly by Poplar Point Capital Management LLC, Poplar Point Capital Partners LP, Poplar Point Capital GP LLC and Mr. Fakhry, all organized in Delaware, and the shares were purchased with working capital. The filing states the acquisition was for investment in the ordinary course of business, notes that this ownership "may have the purpose or effect of control," and says there are currently no specific plans to buy or sell additional shares.

NovaBay Pharmaceuticals reported that David E. Lazar, the company's Chief Executive Officer and a director, agreed to purchase convertible preferred stock that converts into a substantial number of common shares. Under the securities purchase agreement, Mr. Lazar acquired 481,250 shares of Series D Convertible Preferred Stock at $20.00 per share for $3,850,000 and agreed to purchase 268,750 shares of Series E Convertible Preferred Stock at $20.00 per share in a subsequent closing for $2,150,000. Each Series D and Series E share converts into 160 shares of common stock, and the Series D closing resulted in conversion rights to 77,000,000 common shares. The Series D is perpetual and convertible at the holder’s option, while the Series E purchase is subject to closing conditions.

David E. Lazar filed a Schedule 13D disclosing beneficial ownership of 1,200,048 shares of NovaBay Pharmaceuticals (approximately 19.99% of outstanding Common Stock as of August 19, 2025). The filing states Mr. Lazar purchased Series D Preferred Stock on August 19, 2025, convertible into 77.0 million shares and agreed to purchase Series E Preferred Stock convertible into 43.0 million shares at a subsequent closing, subject to stockholder approval and a 19.99% beneficial ownership limitation prior to such approval.

The SPA appointed Mr. Lazar as CEO and a director effective August 19, 2025, includes rights to nominate directors based on ownership thresholds, grants participation rights in future financings, and is accompanied by a two-year Voting Agreement with Poplar entities that includes voting commitments and standstill provisions.