[Form 4/A] NovaBay Pharmaceuticals, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): Form 4/A insider update. Framework Ventures IV L.P. reported a transaction tied to preferred shares that convert into common stock following stockholder approvals at the October 16, 2025 annual meeting.

On October 9, 2025, Framework Ventures IV L.P. purchased from David Lazar 220,663 shares of Series D Non-Voting Convertible Preferred Stock and the rights and obligation to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock. Following stockholder approvals at the meeting on October 16, 2025, each Series D and Series E preferred share converts into 160 shares of common stock. The filing lists underlying amounts of 35,306,080 common shares for the Series D and 21,500,000 common shares for the Series E. The transaction was reported with code J and a stated conversion price of $0.00.

This amendment was filed solely to add Michael Ernest Anderson as a reporting person, and the Framework entities are jointly filing pursuant to a Joint Filing Agreement.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/20/2025

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Non-Voting Convertible Preferred Stock	$0.00	10/16/2025		J		220,663(1)		10/16/2025(2)	(2)	Common Stock	35,306,080(2)	$0	220,663(1)	D(3)
Series E Non-Voting Convertible Preferred Stock	$0.00	10/16/2025		J		134,375(1)		10/16/2025(2)	(2)	Common Stock	21,500,000(2)	$0	134,375(1)	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^*

Anderson Michael Ernest

(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") 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 approvals 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 Convertible 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 issued 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:

This filing amends the Form 4 filed on October 20, 2025 solely to reflect the addition of Michael Ernest Anderson as a reporting person. Mr. Anderson had not yet obtained EDGAR codes at the time of filing the prior Form 4 and has since obtained EDGAR codes. Framework LP, Framework GP, Framework Management, Mr. Spencer and Mr. Anderson are jointly filing this Form 4 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	10/22/2025
	/s/ Michael Ernest Anderson	10/22/2025
	/s/ Michael Ernest Anderson	10/22/2025
	/s/ Michael Ernest Anderson	10/22/2025
	/s/ Vance Spencer	10/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did NovaBay (NBY) insiders report in this Form 4/A?

Framework Ventures IV L.P. disclosed preferred share holdings that convert into common stock after stockholder approvals on October 16, 2025.

How many preferred shares are involved for NBY?

220,663 shares of Series D Non-Voting Convertible Preferred and rights to purchase 134,375 shares of Series E Non-Voting Convertible Preferred.

What is the conversion ratio for the preferred shares?

Each Series D and Series E preferred share converts into 160 shares of common stock following the approved proposals at the October 16, 2025 meeting.

How many common shares underlie these preferred shares?

The filing lists 35,306,080 common shares underlying the Series D and 21,500,000 common shares underlying the Series E.

Why was this filing amended?

It was amended solely to add Michael Ernest Anderson as a reporting person and reflect joint filing under a Joint Filing Agreement.

What transaction code and price were reported?

Transaction code J was used, and the conversion price is stated as $0.00 in the filing.