NovaBay insider reports 56,806,080-share conversion and new warrants

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): A reporting group filed a Form 4 showing conversions into common stock and a warrant purchase tied to prior stockholder approvals. On October 21, 2025, 220,663 shares of Series D Non‑Voting Convertible Preferred converted into 35,306,080 shares of common stock and 134,375 shares of Series E Non‑Voting Convertible Preferred converted into 21,500,000 shares of common stock, following stockholder approval at the annual meeting on October 16, 2025.

The filing also reports the purchase on October 16, 2025 of pre-funded warrants to buy 2,702,703 common shares at a $0.01 exercise price, acquired at $1.10 per warrant. The warrants have no expiration and are exercisable any time after January 1, 2026, subject to stockholder approval. Following the conversions, the filing lists 56,806,080 common shares beneficially owned directly. The report is filed by more than one reporting person, with the relationship indicated as Director.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

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
Common Stock	10/21/2025(1)		C		56,806,080(1)	A	$0(1)	56,806,080(1)	D(2)

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
Pre-Funded Warrants (Right to Buy)	$0.01(3)	10/16/2025(3)		P		2,702,703(3)		01/01/2026(3)	(3)	Common Stock	2,702,703(3)	$0	2,702,703(3)	D(2)

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)

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)

Explanation of Responses:

1. This represents (i) the conversion of 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") into 35,306,080 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") and (ii) the conversion of 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") into 21,500,000 shares of the Issuer's Common Stock, both of which occurred on October 21, 2025 following stockholder approval at the Issuer's annual meeting on October 16, 2025 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.

2. 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 the Reporting Person, 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 the Reporting Person. 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.

3. On October 16, 2025, the Issuer issued and sold to the Reporting Person pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate 2,702,703 shares of the Issuer's Common Stock. The purchase price was $1.10 per warrant, representing 110% of the closing price of the Common Stock on the day before the issuance, less the $0.01 exercise price for each warrant. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock at any time after January 1, 2026, subject to receipt of stockholder approval.

Remarks:

Exhibit 99.1 - Joint Filing Agreement (incorporated by reference to Exhibit 99.1 for Form 4 filed with the Securities and Exchange Commission filed on October 20, 2025).

	/s/ Michael Ernest Anderson - Framework Ventures IV L.P. - Authorized Signatory	11/03/2025
	/s/ Michael Ernest Anderson - Framework Ventures Management LLC - Authorized Signatory	11/03/2025
	/s/ Michael Ernest Anderson - Framework Ventures IV GP LLC - Authorized Signatory	11/03/2025
	/s/ Vance Spencer	11/03/2025
	/s/ Michael Ernest Anderson	11/03/2025
	** 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 insider transaction did NBY report on this Form 4?

Conversions of preferred stock into 56,806,080 common shares in total and a purchase of pre-funded warrants for 2,702,703 shares.

How many NBY common shares came from Series D and Series E conversions?

Series D converted into 35,306,080 shares; Series E converted into 21,500,000 shares.

When were NBY shareholders’ approvals obtained for these actions?

Approvals occurred at the annual meeting on October 16, 2025 (proposals 5 and 9).

What are the key terms of NBY’s pre-funded warrants in this filing?

They cover 2,702,703 shares at a $0.01 exercise price, purchased at $1.10 per warrant, exercisable after January 1, 2026, subject to stockholder approval.

How many NBY common shares are beneficially owned after the reported transactions?

The filing lists 56,806,080 common shares beneficially owned directly.

What is the filer’s relationship to NBY?

The relationship is indicated as Director, and the form was filed by more than one reporting person.