NovaBay Pharmaceuticals (NBY) completes 1-for-5 reverse stock split

Rhea-AI Filing Summary

NovaBay Pharmaceuticals approved and implemented a 1-for-5 reverse stock split of its common stock. Effective at 4:15 p.m. Eastern Time on February 20, 2026, every 5 issued and outstanding shares were automatically combined into 1 share, with no change to par value.

No fractional shares were issued; instead, any stockholder entitled to a fractional share received an additional whole share. The number of authorized common shares remains 1,500,000,000. NovaBay’s common stock will begin trading on a reverse-split-adjusted basis on NYSE American on February 23, 2026 under the symbol “NBY” with a new CUSIP 66987P 508.

Insights

Equity structure analyst

NovaBay executes a 1-for-5 reverse split without changing total equity.

NovaBay Pharmaceuticals has consolidated its share count through a 1-for-5 reverse stock split effective on February 20, 2026. Each 5 issued and outstanding common shares are now represented by 1 share, while the par value per share is unchanged.

The company kept its authorized common shares at 1,500,000,000, so the change primarily affects the number of issued and outstanding shares and the per-share trading price, not overall equity value. Fractional interests are rounded up to a full share, slightly increasing shares for holders who would otherwise receive fractions.

Trading on NYSE American will reflect the new share count starting February 23, 2026 under the existing symbol NBY and a new CUSIP. Subsequent disclosures in periodic reports can provide updated outstanding share counts and any market impact following the split.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of earliest event reported: February 20, 2026

NovaBay Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33678	68-0454536
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2000 Powell Street, Suite 1150, Emeryville, CA 94608

(Address of Principal Executive Offices) (Zip Code)

(510) 899-8800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share	NBY	NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 20, 2026, NovaBay Pharmaceuticals, Inc. (the “Company”) filed a certificate of amendment (“Certificate of Amendment”) providing for an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), to effect a reverse stock split at a ratio of 1-for-5 (the “Reverse Stock Split”). As provided in the Certificate of Amendment, the Certificate of Amendment and the Reverse Stock Split became effective at 4:15 p.m. Eastern Time on February 20, 2026. As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 12, 2026, the Reverse Stock Split ratio and filing of the Certificate of Amendment were approved by the Company’s Board of Directors on February 11, 2026 after having received the requisite stockholder approval at the Company’s annual meeting of stockholders on October 16, 2025.

As a result of the Reverse Stock Split, every 5 shares of the Company’s issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split. Instead, the Company issued an additional whole share to all holders who would otherwise receive a fractional share of common stock. Except for adjustments resulting from the treatment of fractional shares, each stockholder holds the same percentage of the Company’s outstanding common stock immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split. The number of shares of Company common stock authorized by the Certificate of Incorporation, as amended by the Certificate of Amendment, will remain unchanged at 1,500,000,000 shares.

The Company’s common stock will begin trading on a Reverse Stock Split-adjusted basis on NYSE American at the market open on February 23, 2026. The trading symbol for the common stock will remain “NBY.” The new CUSIP number for the common stock following the Reverse Stock Split is 66987P 508.

The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated February 20, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NovaBay Pharmaceuticals, Inc.
	By:	/s/ Tommy Law
		Tommy Law
		Chief Financial Officer

Dated: February 20, 2026

FAQ

What reverse stock split did NovaBay Pharmaceuticals (NBY) approve?

NovaBay Pharmaceuticals approved a 1-for-5 reverse stock split of its common stock. Every 5 issued and outstanding shares were automatically combined into 1 share, maintaining the same par value per share and aiming only to change share count, not total equity.

When does NovaBay’s 1-for-5 reverse stock split become effective?

The reverse stock split became legally effective at 4:15 p.m. Eastern Time on February 20, 2026. NovaBay’s common stock will start trading on a reverse-split-adjusted basis on NYSE American at the market open on February 23, 2026 under the symbol NBY.

How did NovaBay Pharmaceuticals handle fractional shares in the reverse split?

NovaBay did not issue fractional shares in the reverse stock split. Instead, any stockholder who would otherwise have received a fractional share was issued an additional whole share of common stock, slightly increasing the number of shares for those specific holders.

Did NovaBay change its authorized share count in this reverse split?

NovaBay did not change its authorized share count as part of the reverse split. The Amended and Restated Certificate of Incorporation, as amended, continues to authorize 1,500,000,000 shares of common stock, so the action primarily affects issued and outstanding shares.

Will NovaBay Pharmaceuticals’ ticker symbol change after the reverse split?

NovaBay’s ticker symbol will remain NBY after the reverse stock split. However, trading will occur on a reverse-split-adjusted basis starting February 23, 2026, and the common stock will have a new CUSIP number, 66987P 508, reflecting the capital change.

Does the reverse split change each NovaBay stockholder’s ownership percentage?

Each stockholder’s ownership percentage remains effectively the same after the reverse split. Except for minor adjustments from fractional share rounding, holders maintain the same proportion of NovaBay’s outstanding common stock as they had immediately before the 1-for-5 consolidation.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 10.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB