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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series D Non-Voting Convertible Preferred Stock | 220,663 | $0.00 | -- |
| Grant/Award | Series E Non-Voting Convertible Preferred Stock | 134,375 | $0.00 | -- |
Footnotes (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"). 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. 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.
