NBY insider filing: Framework stakes in Series D/E preferred

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): Initial insider ownership filed. Framework Ventures IV L.P. and affiliated entities jointly filed a Form 3 disclosing preferred equity positions tied to NovaBay common stock.

On October 9, 2025, Framework LP purchased 220,663 shares of Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 1,164,117 shares of common stock, and acquired rights and obligations to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock.

Following stockholder approval of proposals 5 and 9 at the October 16, 2025 annual meeting, each share of Series D Preferred converts into 160 common shares at the holder’s option or within three business days of the meeting, and each share of Series E Preferred converts into 160 common shares at the holder’s option or within thirty business days. The filing indicates a Director relationship and was submitted jointly pursuant to a Joint Filing Agreement dated October 20, 2025.

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^*

Framework Ventures IV L.P.

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2025

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

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

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

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

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

	Form filed by One Reporting Person
X	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)	D(3)

1. Name and Address of Reporting Person^*

Framework Ventures IV L.P.

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Framework Ventures Management LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET. FLOOR 42

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Framework Ventures IV GP LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spencer Vance

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On October 9, 2025, Framework Ventures IV L.P. ("Framework LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which Framework 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 Framework Ventures GP IV LLC ("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and Framework LP, the "Framework 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. Framework GP is the general partner of Framework LP. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management.

Remarks:

Framework LP, Framework GP, Framework Management, Mr. Spencer and Mr. Anderson are jointly filing this Form 3 pursuant to the Joint Filing Agreement, dated October 20, 2025, filed with the Securities and Exchange Commission herewith (the "Joint Filing Agreement"). Exhibit List: Exhibit 99.1 - Joint Filing Agreement.

	/s/ Michael Ernest Anderson	10/20/2025
	/s/ Michael Ernest Anderson	10/20/2025
	/s/ Michael Ernest Anderson	10/20/2025
	/s/ Vance Spencer	10/20/2025
	** Signature of Reporting Person	Date
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