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.
The NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) SEC filings page on Stock Titan provides direct access to the company’s official regulatory disclosures filed with the U.S. Securities and Exchange Commission. These documents explain NovaBay’s strategic transactions, capital structure changes, governance matters, and stockholder actions in detail.
Recent Form 8-K filings describe key events such as the completion of the sale of NovaBay’s Avenova eyecare business and related assets to PRN Physician Recommended Nutriceuticals, LLC, an asset sale that the company states represented substantially all of its assets. Other 8-Ks outline the company’s exploration of strategic options, including a Plan of Complete Liquidation and Dissolution approved by stockholders, and the subsequent decision to pursue an investment transaction instead of immediately effecting the Dissolution.
Filings also cover the Securities Purchase Agreement for Series D and Series E non-voting convertible preferred stock, which, upon conversion and subject to stockholder approval, would represent in excess of 90% of NovaBay’s fully diluted common stock as of the final closing. Additional 8-Ks and proxy materials explain the declaration of a one-time special cash dividend, the use of a segregated cash amount to fund that dividend, and NYSE American “due bill” procedures associated with the payout.
Definitive proxy statements (DEF 14A) provide further insight into NovaBay’s annual meeting agenda, including proposals related to director elections, advisory votes on executive compensation, increases in authorized common and preferred shares, reverse stock split authority, and approvals required under NYSE American rules for the preferred stock investment. Other filings report that NovaBay regained compliance with NYSE American continued listing standards, particularly the stockholders’ equity requirement under Section 1003(a) of the NYSE American Company Guide.
On Stock Titan, these filings are updated in near real time from EDGAR, and AI-powered tools can help summarize complex documents such as Forms 8-K and proxy statements. This allows investors to quickly see what each filing means for ownership levels, potential dilution, special dividends, strategic transactions, and NovaBay’s ongoing listing status.
NovaBay Pharmaceuticals is implementing a 1-for-5 reverse stock split of its common stock, approved by stockholders in October 2025 and authorized by the board on February 11, 2026. Every 5 existing shares will be combined into 1 new share.
The split is expected to take effect at 4:15 p.m. New York City time on February 20, 2026, with trading on a split-adjusted basis beginning February 23, 2026. Issued and outstanding shares will decrease from approximately 130,623,400 to approximately 26,124,680, while authorized common and preferred share counts and par values remain unchanged.
Stockholders will receive an additional whole share instead of any fractional share, so each holder keeps the same overall ownership percentage. All stock-based instruments, including options, warrants and convertible securities, will be adjusted to reflect the new share count. NovaBay states it expects the higher per-share price after the reverse split to help it meet NYSE American’s continued listing price requirement.
NovaBay Pharmaceuticals is calling a virtual special meeting to seek stockholder approval for several major capital and governance changes. The company asks holders to approve issuing 837,696,130 shares of common stock on exercise of pre-funded warrants from a January 2026 private placement that would raise approximately $134 million, and 5,405,406 shares on exercise of October 2025 pre-funded warrants that previously raised about $6 million. These issuances exceed 20% of current outstanding shares, so they require approval under NYSE American rules.
NovaBay also proposes amending its charter to allow stockholder action by written consent, add limited officer exculpation permitted under Delaware law, and increase authorized common shares from 1,500,000,000 to 5,000,000,000. Another proposal would adopt a new 2026 Equity Incentive Plan covering up to 111,119,633 shares, with an automatic annual increase formula through 2036. As of February 9, 2026, 129,608,757 common shares and 1,346,633 Series F preferred shares (voting equivalent of 561,886 common shares) were outstanding, with two major holders each beneficially owning 43.8% of the common stock. The board unanimously recommends voting in favor of all proposals and also seeks authority to adjourn the meeting if needed to solicit additional proxies.
NovaBay Pharmaceuticals, Inc. has engaged CBIZ CPAs, P.C. as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, with approval from the Audit Committee.
The company will hold a special meeting of stockholders on March 12, 2026 at 11:00 a.m. Eastern Time. Stockholders will be asked to vote on proposals that include approving the issuance of NovaBay common stock upon exercise of pre-funded warrants issued in private placements on January 16, 2026 and October 16, 2025. NovaBay has filed a Preliminary Proxy Statement and plans to begin mailing the Definitive Proxy Statement and related materials on or about February 13, 2026 to stockholders of record as of February 10, 2026.
NovaBay Pharmaceuticals is calling a virtual special stockholder meeting to approve several major capital and governance changes. The Board seeks approval to issue 837,696,130 shares of common stock tied to a January 2026 private placement of pre‑funded warrants and 5,405,406 shares tied to October 2025 pre‑funded warrants. Stockholders are also asked to increase authorized common shares from 1,500,000,000 to 5,000,000,000, adopt a new 2026 Equity Incentive Plan covering up to 111,119,633 shares with an automatic annual increase feature, permit stockholder action by written consent, and add Delaware‑style officer exculpation. An adjournment proposal would allow extra time to solicit votes if needed.
David E. Lazar filed Amendment No. 2 to report his updated ownership in NovaBay Pharmaceuticals, Inc. common stock. He beneficially owns 6,388,000 shares, representing approximately 4.99% of the company’s common stock based on 127,894,134 shares outstanding as of January 29, 2026.
All of his Series D Convertible Preferred Stock automatically converted into common shares three business days after stockholders approved this conversion at the company’s Annual Meeting. Because his ownership has fallen below 5% due to increases in NovaBay’s outstanding common stock, this amendment is described as a final, exit filing.
NovaBay Pharmaceuticals insider David E. Lazar, previously a 10% owner, reported the automatic conversion of 39,925 shares of Series D Convertible Preferred Stock into 6,388,000 shares of common stock on October 21, 2025, at no additional cost, following the company’s annual meeting.
Earlier in October, Lazar sold his rights in 441,325 Series D shares for
NovaBay Pharmaceuticals, Inc. reports that its longtime auditor, WithumSmith+Brown, PC, has declined to stand for re‑appointment as independent registered public accounting firm for the fiscal year ending December 31, 2025. Withum has audited NovaBay since 2010.
The audit reports for 2023 and 2024 contained no adverse or disclaimed opinions and no qualifications, other than an explanatory paragraph noting that NovaBay was seeking stockholder approval to dissolve and distribute all remaining assets to stockholders. The company states there were no disagreements or reportable events with Withum under SEC rules and has authorized Withum to fully cooperate with the successor firm.
NovaBay has requested, and filed as an exhibit, a letter from Withum to the SEC confirming its position and is in the process of identifying and engaging a new independent registered public accounting firm.
Framework Ventures and related entities have disclosed a major ownership position in NovaBay Pharmaceuticals. The reporting group, including Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, reports beneficial ownership of 56,806,080 shares of NovaBay common stock, representing about 45.0% of the 126,173,650 shares outstanding as of January 16, 2026. All shares are held with shared voting and dispositive power.
On January 16, 2026, NovaBay, R01 Fund LP and Framework entered into a securities purchase agreement under which R01 and Framework purchased pre-funded warrants exercisable for common stock at a purchase price of $0.17 per underlying share. These January 2026 pre-funded warrants are not exercisable until six months after issuance and vest in stages at 6, 9 and 12 months, subject to stockholder approval, so the underlying shares are excluded from the reported ownership. An investors’ rights agreement gives Framework demand and piggyback registration rights and the right to nominate one director to NovaBay’s board.
NovaBay Pharmaceuticals, Inc. has a major shareholder group led by R01 Fund LP56,806,080 shares of common stock. This stake represents about 45.0% of NovaBay’s outstanding common stock, based on 126,173,650 shares outstanding as of January 16, 2026.
The shares are reported with shared voting and dispositive power among R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of whom disclaims beneficial ownership beyond any pecuniary interest. On January 16, 2026, R01 and Framework Ventures IV L.P. entered into a securities purchase agreement to buy pre-funded warrants at $0.17 per underlying share, vesting over 6, 9 and 12 months, subject to stockholder approval.
An associated investors’ rights agreement grants R01 customary demand and piggyback registration rights for the warrant shares and the right to nominate one director to NovaBay’s board, highlighting its role as a significant strategic holder.
NovaBay Pharmaceuticals, Inc. entered into an ATM Sales Agreement with Virtu Americas LLC, allowing the company to offer and sell shares of its common stock with an aggregate offering price of up to $100.0 million. The stock can be sold from time to time in an “at the market offering” under Rule 415, including directly on the NYSE American or other existing trading markets.
Virtu will act as sales agent or principal and use commercially reasonable efforts to execute sales based on NovaBay’s instructions, and NovaBay will pay Virtu a commission of up to 2.0% of the gross proceeds on shares sold under the agreement. The company is not required to sell any shares, and either party may terminate the agreement under specified circumstances. The offering is made under NovaBay’s effective Form S-3 shelf registration and a prospectus supplement dated January 20, 2026.