Every 8-K that NovaBay Pharmaceuticals, Inc. (NBY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NBY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NBY filings page.
Stablecoin Development Corporation reported a sharp turnaround in Q1 2026, generating $22.3 million of operating income versus a $3.3 million operating loss a year earlier. Results were driven by $2.5 million of staking revenue and a $22.7 million unrealized gain on digital assets.
GAAP net income was $552.4 million, largely from non-cash warrant-related gains of about $5.8 billion offset by a $5.3 billion non-cash loss, which the company stresses are not reflective of recurring cash earnings. As of March 31, 2026, it held 2.15 billion SKY tokens (about 9% of supply), and by May 14, 2026 had increased holdings to roughly 2.26 billion SKY tokens after purchasing about 86.5 million additional tokens. The company also raised approximately $0.6 million by selling 398,367 common shares under its ATM program, leaving $85.7 million available.
Stablecoin Development Corporation announced that investors should no longer rely on its audited consolidated financial statements for the year ended December 31, 2025, due to an error in accounting for certain pre-funded warrants issued on October 16, 2025. An anti-dilution adjustment increased the shares issuable under these warrants from 1,081,082 to 22,664,040 and reduced the exercise price per share from $0.05 to $0.002385. This will increase the reported warrant liability as of December 31, 2025 from $30.4 million to $639.1 million and increase the net loss for 2025 from $22.1 million to $630.8 million. The company states these adjustments are entirely non-cash and do not affect cash, revenue, operating expenses, operating income, or cash flows. It plans to restate the 2025 financial statements in a Form 10-K/A and expects to reclassify the pre-funded warrants from a liability to equity in its financial statements for the quarter ended March 31, 2026, following stockholder approval on March 12, 2026.
Stablecoin Development Corporation, formerly NovaBay Pharmaceuticals, has completed its corporate name change and its common stock now trades on the NYSE American under the ticker SDEV. The move reflects a strategic shift to operate as an on-chain holding company focused on the Sky protocol ecosystem.
As of March 31, 2026, the Company held approximately 2.15 billion SKY tokens, about 9.15% of total SKY supply, and had earned roughly 35.3 million SKY in cumulative staking rewards. Since a January 2026 private placement that brought in about $134 million in gross proceeds and 943.6 million freely tradable SKY, the Company has acquired a further 1.17 billion SKY on the open market at an average price of about $0.065 per token.
NovaBay Pharmaceuticals, Inc. is overhauling its equity compensation and corporate identity. Stockholders approved the new 2026 Equity Incentive Plan, which authorizes up to 22,223,927 shares for stock-based awards to executives, employees, directors, and consultants. On March 31, 2026, the compensation committee granted CEO Michael Kazley 4,118,828 time-based RSUs and 15,445,603 performance-based RSUs, and granted CFO Tommy Law 300,000 time-based RSUs, with vesting tied to continued service and, for the CEO, stock price and digital asset net asset value hurdles.
The company also entered into new employment agreements with Mr. Kazley and Mr. Law, setting base salaries of $200,000 per year (with Mr. Kazley’s salary beginning in 2027) and establishing bonus and severance terms, including enhanced benefits following certain change in control events. Separately, the board approved a legal name change to Stablecoin Development Corporation, with the amended charter and bylaws reflecting the new name effective April 2, 2026, and trading expected to move to the new ticker symbol SDEV on April 6, 2026.
NovaBay Pharmaceuticals is rebranding as Stablecoin Development Corporation, with its NYSE American ticker changing from NBY to SDEV, and expects trading under the new name and symbol to begin on April 3, 2026.
The company has adopted an on-chain holding company strategy centered on the Sky protocol, holding approximately 2.06 billion SKY tokens as of March 16, 2026, about 8.78% of total SKY supply. It raised roughly $134 million in a January 2026 private placement, issued pre-funded warrants for 167,539,226 common shares, and has earned about 26.6 million SKY in cumulative staking rewards.
NovaBay Pharmaceuticals, Inc. amended its corporate charter following approval by its board and stockholders at a special meeting held on March 12, 2026. The second amended and restated certificate of incorporation, effective upon filing in Delaware, removes the prior prohibition on stockholder action by written consent and adds officer exculpation from monetary damages to the fullest extent permitted under applicable law in limited circumstances. It also authorizes the company to issue a total of 5,000,000,000 shares of common stock with a par value of $0.01 per share.
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.
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, 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, 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.
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.
NovaBay Pharmaceuticals entered into a Securities Purchase Agreement on January 16, 2026 with four institutional purchasers for a significant private financing. The company issued pre-funded warrants to purchase an aggregate 837,696,130 shares of common stock at a purchase price of $0.17 per warrant, generating approximately $134 million in gross proceeds. These pre-funded warrants are exercisable into common stock at $0.01 per share on a tiered schedule, with 20% becoming exercisable six months after the agreement, 30% after nine months, and the remaining 50% after twelve months, each tier subject to stockholder approval.
The purchasers received notable governance and registration rights. Each purchaser has a consent right over any material change to NovaBay’s Digital Asset Strategy for 24 months, as long as it holds at least 50% of its originally purchased warrants and/or shares. Under a related Investors’ Rights Agreement, R01 Fund LP and Framework Ventures IV L.P. obtained demand registration rights for shares underlying their warrants, all purchasers received piggyback registration rights, and R01, Framework and Sky Frontier Foundation each gained the right to nominate one board member while they hold at least 5% of outstanding common stock. The transaction was completed as an unregistered offering under Regulation D.
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.
NovaBay Pharmaceuticals reported it has regained compliance with NYSE American continued listing standards. The company met Section 1003(a)’s requirement to maintain stockholders’ equity of at least $6.0 million, and is otherwise in compliance with NYSE American rules.
The update follows NYSE American’s acceptance of NovaBay’s compliance plan in June 2024. A press release announcing the return to compliance was issued on October 20, 2025 and furnished as Exhibit 99.1.
NovaBay Pharmaceuticals reports a planned leadership change and transfer of a controlling economic stake tied to an existing investment structure. David Lazar has tendered his resignation as Chief Executive Officer and director, to become effective when escrow funds are released to him under a Securities Purchase Agreement.
On October 9, 2025, Lazar agreed to assign to R01 Fund LP and Framework Ventures IV L.P. his rights and interests in 441,325 shares of Series D Non-Voting Convertible Preferred Stock and rights to purchase 268,750 shares of Series E Non-Voting Convertible Preferred Stock, originally acquired from the company under an August 19, 2025 agreement. The new Securities Purchase Agreement is conditioned on stockholder approval of proposals 5 and 9 at the 2025 Annual Meeting on October 16, 2025, and other customary closing conditions. After approval of the Investment Transaction and Related Transactions and completion of the First and Final Closings, the purchasers are expected to collectively beneficially own about 90% of the outstanding common stock.
NovaBay Pharmaceuticals is clarifying how its previously announced one-time special cash dividend of $0.80 per share will be handled in trading on NYSE American. Because the dividend is more than 25% of the company’s share price, NYSE American has advised that NovaBay’s common stock will trade with “due bills” from the September 15, 2025 record date through the close of trading on September 29, 2025, the payment date and last trading day before the September 30, 2025 ex-dividend date.
During this Dividend Right Period, investors who sell NovaBay shares will also transfer the right to receive the $0.80 special dividend to the buyer. Brokers settle these due bill obligations between themselves, and NovaBay states it has no responsibility for the amount or processing of any due bills. The company encourages buyers and sellers of its stock to consult their brokers so they understand how the due bill procedures affect dividend entitlement.
NovaBay Pharmaceuticals declared a special cash dividend of $0.80 per share for its common stock. The dividend will be paid on September 29, 2025 to stockholders of record at the close of business on September 15, 2025.
The dividend is funded from cash segregated at the first closing of an up to $6.0 million investment by David E. Lazar in newly issued Series D and Series E non-voting convertible preferred stock. The first closing provided $3.85 million of gross proceeds; a second closing for $2.15 million is expected by the end of the fourth quarter of 2025, subject to conditions. The preferred shares will not participate in the dividend.
Because the dividend exceeds 25% of the common stock price, NYSE American will use “due bills” so that trades from September 15, 2025 through September 29, 2025 carry the right to receive the dividend.
NovaBay Pharmaceuticals (NBY) reported a package of corporate actions and agreements dated August 19, 2025 that would create new preferred share series (Series D, E and F) and attach a set of transaction documents including a Securities Purchase Agreement, multiple Warrant Exchange Agreements, a Voting Agreement, amended and new employment agreements, and settlement/release documents.
The filing notes that no dividends will be paid on the Series D or Series E preferred stock until a Special Dividend is declared and the company receives a Conversion Approval. Several exhibits and confidential schedules were omitted from the public filing with the company offering to furnish them to the SEC on request. The agreements are not effective now and will become effective only upon completion of the Final Closing.