Form 4: NBY insider adds Series D/E preferred; 21,500,000 underlying

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): Insider transaction disclosed. CEO, Director, and 10% owner Michael Kazley reported indirect acquisitions of preferred shares via the R01 Entities. On 10/16/2025, 220,663 shares of Series D Non-Voting Convertible Preferred Stock and 134,375 shares of Series E Non-Voting Convertible Preferred Stock were acquired at $0.00 per share, held indirectly by R01 Entities.

Each Series D and Series E share converts into 160 common shares following stockholder approvals at the annual meeting on 10/16/2025. The filing lists underlying common share amounts of 35,306,080 for the Series D and 21,500,000 for the Series E. The Series D holdings were purchased pursuant to an agreement dated 10/09/2025, and the Series E rights and obligations were acquired under the same agreement.

Insights

Securities law analyst

Routine Form 4 showing large preferred acquisitions with conversion terms.

The report shows indirect acquisitions by the R01 Entities of preferred stock tied to NovaBay. The Series D count is 220,663 and Series E is 134,375, each at $0.00, with underlying common share amounts specified as 35,306,080 and 21,500,000, respectively. These quantities derive from a 160:1 conversion ratio.

Conversion is linked to stockholder approvals at the October 16, 2025 meeting, after which each preferred share converts into 160 common shares at the holder’s option or within the stated business-day windows. Ownership is reported as indirect by the R01 Entities, which is typical for fund structures.

Overall, this is an administrative disclosure of insider holdings. Market impact depends on holder actions and any subsequent conversions; the filing itself does not specify sales or proceeds.

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

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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^*

Kazley Michael John

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FL 33139

(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)

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

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)

X	Form filed by One Reporting Person
	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		A		220,663(1)		10/16/2025(2)	(2)	Common Stock	35,306,080(2)	$0	220,663(1)	I	By R01 Entities(3)
Series E Non-Voting Convertible Preferred Stock	$0.00	10/16/2025		A		134,375(1)		10/16/2025(2)	(2)	Common Stock	21,500,000(2)	$0	134,375(1)	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") 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 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. Mr. 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) insider Michael Kazley report acquiring?

Indirect acquisitions of 220,663 Series D and 134,375 Series E Non-Voting Convertible Preferred shares, each at $0.00 per share.

What is the conversion rate of NovaBay’s preferred shares reported?

Each Series D and Series E preferred share converts into 160 shares of common stock following stockholder approvals.

How many underlying common shares are tied to the reported preferred holdings?

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

When did the key events occur for NBY’s reported transactions?

The purchase agreement is dated 10/09/2025, and stockholder approvals occurred on 10/16/2025.

How is ownership reported for these NovaBay preferred shares?

Ownership is listed as Indirect (I) by the R01 Entities, with relationships described in the filing.

What roles does the reporting person hold at NovaBay (NBY)?

He is reported as Chief Executive Officer, Director, and a 10% Owner.