NovaBay files Series E Non-Voting Preferred designation; Exhibit 3.1

Q: When was the Certificate of Designation filed?

The certificate was filed on October 16, 2025.

Q: Which exhibit includes the new designation details?

The Certificate of Designation is furnished as Exhibit 3.1.

Q: What security class is covered by the certificate?

It covers Series E Non-Voting Convertible Preferred Stock.

Q: Under which item was this disclosed?

The update appears under Item 8.01 (Other Information).

NovaBay Pharmaceuticals filed a corporate designation for a new preferred stock class.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NBY announce in this 8-K?

NovaBay reported filing a Certificate of Designation for its Series E Non-Voting Convertible Preferred Stock with the Delaware Secretary of State.

When was the Certificate of Designation filed?

The certificate was filed on October 16, 2025.

Which exhibit includes the new designation details?

The Certificate of Designation is furnished as Exhibit 3.1.

What exchange and symbol does NovaBay trade under?

NovaBay’s common stock trades on NYSE American under the symbol NBY.

What security class is covered by the certificate?

It covers Series E Non-Voting Convertible Preferred Stock.

Under which item was this disclosed?

The update appears under Item 8.01 (Other Information).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/22/2025 - 04:09 PM EDT

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 Report (Date of earliest event reported): October 16, 2025

NovaBay Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33678

68-0454536

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

2000 Powell Street, Suite 1150, Emeryville, CA 94608

(Address of principal executive offices and zip code)

(510) 899-8800

(Registrant’s telephone number, including area code)

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))

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

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 Information.

As previously disclosed in the Current Report on Form 8-K filed by NovaBay Pharmaceuticals, Inc. (the “Company”) on October 20, 2025, the Company filed the certificate of designation of preferences, rights and limitations of Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the “Certificate of Designation for the Series E Preferred Stock”) with the Delaware Secretary of State on October 16, 2025. The Certificate of Designation for the Series E Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series E Non-Voting Convertible Preferred Stock
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, thereunto duly authorized.

Date: October 22, 2025	NovaBay Pharmaceuticals, Inc.

	By:	/s/ Tommy Law
		Name:	Tommy Law
		Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR