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

Rhea-AI Filing Summary

NovaBay Pharmaceuticals reported that David E. Lazar, the company's Chief Executive Officer and a director, agreed to purchase convertible preferred stock that converts into a substantial number of common shares. Under the securities purchase agreement, Mr. Lazar acquired 481,250 shares of Series D Convertible Preferred Stock at $20.00 per share for $3,850,000 and agreed to purchase 268,750 shares of Series E Convertible Preferred Stock at $20.00 per share in a subsequent closing for $2,150,000. Each Series D and Series E share converts into 160 shares of common stock, and the Series D closing resulted in conversion rights to 77,000,000 common shares. The Series D is perpetual and convertible at the holder’s option, while the Series E purchase is subject to closing conditions.

Positive

• Insider alignment: The CEO and director made a significant personal investment, buying Series D preferred for $3,850,000 and committing to Series E for $2,150,000.
• Convertible structure provides flexibility: The preferred shares convert into common stock at the holders option, offering liquidity and strategic flexibility to the reporting person.

Negative

• Potential material dilution: Series D converts into 77,000,000 common shares, which is a large issuance relative to typical public-company float.
• Pending financing conditional: The Series E purchase is subject to closing conditions, meaning the full committed stake is not yet finalized.

Insights

Financial Analyst

TL;DR: CEO's large preferred-stock purchase creates potential for significant equity dilution but signals substantial insider commitment.

The reporting shows the CEO and director executed a private purchase of convertible preferred securities totaling $3.85 million at initial close with a further $2.15 million commitment pending. The convertible terms—160 common shares per preferred share—mean the Series D acquired converts into 77,000,000 common shares if converted, an amount that is clearly material to the companys equity base. This transaction is economically significant for both ownership structure and potential future dilution if conversion occurs. The pending Series E closing adds conditional upside to the insider stake.

Corporate Governance Expert

TL;DR: Insider purchase by CEO/director raises alignment with shareholders but requires scrutiny of voting, ownership limits, and conversion controls.

The form identifies Mr. Lazar as Director, Chief Executive Officer, and a 10% owner, indicating a prominent insider role. The acquisition via preferred shares that are perpetual and convertible at the holders option can shift control or influence depending on conversion and any ownership limitations referenced. The outstanding conversion capacity and the conditional Series E closing merit attention to governance provisions, anti-dilution mechanisms, and any restrictions on conversion to ensure minority shareholder protections remain intact.

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^*

Lazar David E.

(Last) (First) (Middle)

44, TOWER 100, THE TOWERS

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY R1 07196

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2025

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)
Common Stock	0(1)	D

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 Convertible Preferred Stock(2)(3)	08/19/2025	(4)	Common Stock	77,000,000	(5)	D

Explanation of Responses:

1. No shares of Common Stock are beneficially owned.

2. On August 19, 2025, David E. Lazar (the "Reporting Person") and NovaBay Pharmaceuticals, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire (i) an aggregate of 481,250 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock") at a price of $20.00 per share and (ii) an aggregate of 268,750 shares of the Company's Series E Convertible Preferred Stock (the "Series E Preferred Stock") at a price of $20.00 per share. Each share of Series D Preferred Stock is convertible into 160 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on August 19, 2025, whereby the Reporting Person acquired 481,250 shares of Series D Preferred Stock for a total purchase price of $3,850,000.

3. The Reporting Person will acquire the shares of Series E Preferred Stock at a subsequent closing, subject to satisfaction of certain closing conditions, for a total purchase price of $2,150,000. Each share of Series E Preferred Stock will be convertible into 160 shares of the Company's Common Stock at any time, subject to certain ownership limitations.

4. The Series D Preferred Stock is perpetual and therefore has no expiration date.

5. The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.

	/s/ David E. Lazar	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did David E. Lazar disclose on Form 3 for NovaBay Pharmaceuticals (NBY)?

He disclosed acquisition of 481,250 shares of Series D Convertible Preferred Stock for $3,850,000 and agreement to acquire 268,750 Series E shares for $2,150,000 at a later closing.

How many common shares can the Series D Preferred Stock convert into for NBY?

Each Series D share converts into 160 common shares, and the Series D acquired converts into 77,000,000 common shares in total.

Is the Series D Preferred Stock exercisable or time-limited?

The Series D Preferred Stock is perpetual and has no expiration date; it is convertible at the holders option for no additional consideration.

Is the Series E Preferred Stock purchase completed?

No. The Reporting Person will acquire the Series E shares at a subsequent closing subject to satisfaction of certain closing conditions.

What roles does David E. Lazar hold at NBY according to the filing?

The filing lists him as Director, Chief Executive Officer, and a 10% owner of the issuer.