[Form 3] NovaBay Pharmaceuticals, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY) disclosed an insider ownership update. CEO and Director Michael Kazley filed a Form 3 as a 10% owner, reporting indirect beneficial ownership through the R01 Entities of Series D Non‑Voting Convertible Preferred Stock that is convertible into up to 1,164,117 shares of common stock at an exercise price of $0.00.

The filing notes that on October 9, 2025, R01 Fund LP purchased 220,663 shares of Series D Preferred and the rights and obligation to purchase 134,375 shares of Series E Preferred. Following stockholder approval at the annual meeting on October 16, 2025, each share of Series D will automatically convert into 160 common shares at the holder’s option or within three business days, and the Issuer will issue Series E, each share of which will automatically convert into 160 common shares at the holder’s option or within thirty business days.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kazley Michael John

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2025

3. Issuer Name and Ticker or Trading Symbol
NovaBay Pharmaceuticals, Inc. [ NBY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Non-Voting Convertible Preferred Stock	10/16/2025	(2)	Common Stock	1,164,117(1)	$0.00(2)	I	By R01 Entities(3)

Explanation of Responses:

1. On October 9, 2025, R01 Fund LP ("R01 LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which R01 LP purchased all of Seller's rights, title and interest in (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), which is convertible into a maximum of 1,164,117 shares of the Issuer's Common Stock and (ii) the rights and obligation to purchase 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock").

2. Following stockholder approval of proposals 5 and 9 set forth in the Issuer's Definitive Proxy Statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on September 23, 2025, at the Issuer's annual meeting on October 16, 2025 (the "Meeting"), (i) each share of Series D Preferred Stock will automatically convert into 160 shares of common stock at the option of the holder or within three business days of the Meeting, and (ii) the Issuer will issue the Series E Preferred Stock, each share of which will automatically convert into 160 shares of common stock at the option of the holder or within thirty business days of the Meeting.

3. The reported securities may also be deemed to be beneficially owned by R01 Capital LLC ("R01 Capital"), R01 Capital Manager LLC ("R01 Capital Manager") and Michael Kazley ("Mr. Kazley" and together with R01 Capital, R01 Capital Manager and R01 LP, the "R01 Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. R01 Capital is the general partner of R01 LP. R01 Capital Manager is the investment manager for R01 Capital. Michael Kazley is the managing member of R01 Capital Manager.

	/s/ Michael Kazley	10/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did NovaBay (NBY) disclose in this Form 3?

CEO and Director Michael Kazley, a 10% owner, reported indirect beneficial ownership of Series D Non‑Voting Convertible Preferred Stock via the R01 Entities.

How many common shares could the reported Series D Preferred convert into?

Up to 1,164,117 shares of common stock as reported in the filing.

What transactions preceded this filing for NBY?

On October 9, 2025, R01 Fund LP acquired 220,663 shares of Series D Preferred and rights to purchase 134,375 shares of Series E Preferred.

What are the conversion terms after stockholder approval on Oct 16, 2025?

Each Series D and each Series E share will automatically convert into 160 common shares, subject to the stated post‑meeting windows.

How is ownership held according to the Form 3?

The securities are held indirectly by the R01 Entities (including R01 Fund LP), as disclosed in the ownership table and explanations.

What is the exercise price for the Series D Preferred reported?

The filing lists an exercise price of $0.00 for the convertible preferred reported in Table II.