Reverse split shrinks NovaBay (NYSE: NBY) share count fivefold

Rhea-AI Filing Summary

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.

Insights

Capital markets and corporate actions analyst

NovaBay consolidates equity 1-for-5 to support NYSE American listing.

NovaBay’s 1-for-5 reverse stock split consolidates its equity base, cutting outstanding common shares from about 130.6 million to about 26.1 million while leaving authorized share counts unchanged. This is a structural capital action rather than an operational change.

The company explicitly notes it expects the reverse split to increase its per-share price to help satisfy NYSE American’s continued listing price requirement. Economic ownership for existing investors is preserved because fractional positions will be rounded up to a whole share and all options, warrants and other convertible securities will be proportionally adjusted.

The key practical milestones are the effective time at 4:15 p.m. New York City time on February 20, 2026 and the start of split-adjusted trading on February 23, 2026. Future company filings may provide additional context about how the new capital structure interacts with NovaBay’s recently realigned strategy focused on acquiring digital assets.

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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 11, 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 8.01 Other Events

On February 11, 2026, pursuant to stockholder approval at the annual meeting on October 16, 2025, the board of directors of NovaBay Pharmaceuticals, Inc. (the “Company”) approved a reverse stock split ratio of 1-for-5, and the Company issued a press release announcing the same. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Language Concerning Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the impact of the reverse stock split. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this report, are detailed in the Company’s latest Form 10-Q/K filings with the SEC, especially under the heading “Risk Factors,” Exhibit 99.1 to the Form 8-K filed on January 16, 2026 and the definitive proxy statement filed by the Company with the SEC on September 23, 2025, especially under the heading “Risk Factors - General Risks Related to the Reverse Stock Split Proposal.” The forward-looking statements in this report speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 11, 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 11, 2026 

Exhibit 99.1

NovaBay Pharmaceuticals Announces a 1-for-5 Reverse Stock Split

EMERYVILLE, Calif. (February 11, 2026) - NovaBay® Pharmaceuticals, Inc. (the “Company”) (NYSE American: NBY) announces that, pursuant to the receipt of stockholder approval at the Company’s annual meeting on October 16, 2025, the Company’s Board of Directors has authorized a 1-for-5 reverse stock split of all outstanding shares of common stock of the Company. The Company anticipates that the 1-for-5 reverse stock split will be effective as of 4:15 p.m. New York City time on Friday, February 20, 2026, and that the Company's common stock will begin trading on a split-adjusted basis on Monday, February 23, 2026.

The effect of the reverse stock split will be to combine every 5 shares of outstanding Company common stock into 1 share of common stock. The reverse stock split will not reduce the number of authorized shares of common stock or authorized shares of preferred stock or change the par values of the Company’s common stock or preferred stock.

The Company will issue 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 will hold the same percentage of our outstanding common stock immediately following the reverse stock split as such stockholder held immediately prior to the reverse stock split.

All outstanding options, restricted stock awards, warrants, preferred stock, convertible debentures and other Company securities entitling their holders to purchase, exercise, convert or otherwise receive shares of common stock will be adjusted as a result of the reverse stock split, as required by the terms of each security.

The Company expects that the reverse stock split will increase the per-share price of its common stock, which the Company believes will enable it to comply with the NYSE American's continued-listing requirement relating to the price of its common stock. The Company's trading symbol of “NBY” will not change as a result of the reverse stock split; however, a new CUSIP number has been assigned: 66987P 508.

The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 130,623,400 shares to approximately 26,124,680 shares (prior to rounding). Because the reverse stock split will not reduce the number of authorized shares of common stock, the effect of the reverse stock split will be to increase the number of common shares available for issuance relative to the number of common shares issued and outstanding. The reverse stock split will not modify any voting rights or other terms of the common stock.

Equiniti Trust Company, LLC (“Equiniti”) is acting as the exchange agent and transfer agent for the reverse stock split. Equiniti will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for post-split shares. Equiniti can be reached at (800) 468-9716. For additional information regarding the reverse stock split, please refer to NovaBay’s Current Report on Form 8-K filed with the SEC today, February 11, 2026.

About NovaBay Pharmaceuticals, Inc.:

NovaBay Pharmaceuticals has been historically focused on the development and sale of scientifically created and clinically proven eyecare, wound care, and skin care products. In early 2026, it completed a comprehensive realignment of its business pursuant to which it adopted a capital allocation strategy focused on acquiring digital assets that provide exposure to economic participation within open digital financial networks.

NovaBay Pharmaceuticals Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management's current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding our business strategies and prospects, expected future financial results (including our ability to continue as a going concern), and the impact of the reverse stock split. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to NovaBay’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this press release, are detailed in NovaBay’s latest Form 10-Q/K filings with the SEC, especially under the heading “Risk Factors,” Exhibit 99.1 to the Form 8-K filed on January 16, 2026 and the definitive proxy statement filed by NovaBay with the SEC on September 23, 2025, especially under the heading “Risk Factors - General Risks Related to the Reverse Stock Split Proposal.” The forward-looking statements in this press release speak only as of this date, and NovaBay disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.

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NovaBay Contact

Tommy Law

Chief Financial Officer

tlaw@novabay.com

# # #

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 five existing shares will be combined into one new share, reducing the number of shares outstanding while keeping each investor’s overall ownership percentage effectively the same, aside from fractional share adjustments.

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

NovaBay’s 1-for-5 reverse stock split is expected to become effective at 4:15 p.m. New York City time on February 20, 2026. The company expects its common stock to begin trading on a split-adjusted basis on Monday, February 23, 2026, under the same NYSE American ticker symbol NBY.

How will NovaBay’s reverse stock split affect the number of NBY shares outstanding?

The reverse stock split will reduce NovaBay’s issued and outstanding common shares from approximately 130,623,400 to approximately 26,124,680. This fivefold reduction reflects the 1-for-5 consolidation, while authorized common and preferred share amounts remain unchanged, increasing the proportion of authorized but unissued shares available for future use.

Will NovaBay (NBY) change authorized share counts or par value in the reverse split?

NovaBay’s reverse stock split will not change the number of authorized common or preferred shares, nor the par values of these securities. Only the number of issued and outstanding common shares is affected, so the company will have more authorized shares available relative to the reduced outstanding amount.

How will NovaBay treat fractional shares in the 1-for-5 reverse stock split?

NovaBay will issue an additional whole share to any stockholder who would otherwise receive a fractional share. This approach avoids fractional positions after the split and helps ensure each investor maintains substantially the same percentage ownership of the company following the 1-for-5 consolidation.

Why is NovaBay implementing a 1-for-5 reverse stock split of NBY shares?

NovaBay states it expects the reverse stock split to increase the per-share price of its common stock. The company believes a higher share price will enable it to comply with NYSE American’s continued listing requirement related to minimum share price, helping preserve its exchange listing status.

Will NovaBay adjust options, warrants and other convertible securities for the reverse split?

Yes. NovaBay will adjust all outstanding options, restricted stock awards, warrants, preferred stock, convertible debentures and other securities that can convert into common stock. These instruments will be modified as required by their terms to reflect the 1-for-5 reverse split ratio and maintain economic equivalence.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.1 KB

Other Documents

• 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