Lazar reshapes NovaBay (NYSE: NBY) stake with 6.39M-share conversion and $12M deals

Rhea-AI Filing Summary

NovaBay Pharmaceuticals insider David E. Lazar, previously a 10% owner, reported the automatic conversion of 39,925 shares of Series D Convertible Preferred Stock into 6,388,000 shares of common stock on October 21, 2025, at no additional cost, following the company’s annual meeting.

Earlier in October, Lazar sold his rights in 441,325 Series D shares for $9,850,000 and rights to purchase 268,750 Series E shares for an additional $2,150,000. After these steps, he no longer holds Series D Preferred Stock and directly owns 6,388,000 common shares. The filing is identified as an exit filing for him.

Insights

Equity capital markets analyst

Large NovaBay preferred stake reshuffled into common and sold to new holders.

The reporting person, David E. Lazar, converted 39,925 Series D Convertible Preferred shares into 6,388,000 common shares at no additional cost after the October 16, 2025 annual meeting. This reflects a shift from preferred to common equity exposure.

Footnotes show that earlier in October he sold title and interest in 441,325 Series D shares for $9,850,000, plus rights tied to 268,750 Series E shares for $2,150,000. Those proceeds relate to transactions with other parties, not the conversion itself.

After these moves he reports owning no Series D Preferred Stock and directly holding 6,388,000 common shares, and the filing is characterized as an exit filing. Subsequent ownership disclosures in future reports will clarify his status relative to key ownership thresholds.

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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X

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^*

Lazar David E.

(Last) (First) (Middle)

44, TOWER 100, THE TOWERS

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY R1 07196

(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)
10/21/2025

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
Common Stock	10/21/2025		A		6,388,000	A	(1)	6,388,000	D

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 Convertible Preferred Stock	(2)	10/21/2025		M			39,925	(3)	(3)	Common Stock	6,388,000	(4)	0	D

Explanation of Responses:

1. The shares of Common Stock reported herein were issued upon the automatic conversion of the Series D Preferred Stock held by the Reporting Person three business days after the annual meeting of stockholders (the "Annual Meeting") of NovaBay Pharmaceuticals, Inc. (the "Issuer"), which occurred on October 16, 2025.

2. The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration. Each share of Series D Preferred Stock is convertible into 160 shares of the Issuer's Common Stock at any time, subject to certain ownership limitations.

3. The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.

4. On October 9, 2025, David E. Lazar (the "Reporting Person") entered into a Securities Purchase Agreement pursuant to which the the Reporting Person sold all of his title and interest in (i) an aggregate of 441,325 shares of Series D Preferred Stock for $9,850,000 and (ii) the rights and obligations to purchase 268,750 shares of Series E Preferred Stock for an additional $2,150,000 payable to the Issuer (the "October Transaction"). The closing of the October Transaction occurred on October 16, 2025 following the Issuer's Annual Meeting. Following the October Transaction, the Reporting Person retained 39,925 shares of Series D Preferred Stock, which automatically converted into shares of hte Issuer's Common Stock three business days after the Annual Meeting.

Remarks:

The filing of this Form 4 constitutes an exit filing for the Reporting Person.

	/s/ David E. Lazar	01/29/2026
	** 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 David E. Lazar report in this NovaBay (NBY) Form 4?

David E. Lazar reported the automatic conversion of 39,925 Series D Convertible Preferred shares into 6,388,000 NovaBay common shares. The conversion occurred for no additional consideration following the company’s October 16, 2025 annual meeting, consolidating his position into common stock.

How many NovaBay (NBY) common shares does David E. Lazar hold after the filing?

After the reported transactions, David E. Lazar directly holds 6,388,000 shares of NovaBay common stock. These shares resulted from the conversion of his remaining 39,925 Series D Preferred shares, and he reports no remaining holdings of Series D Preferred Stock.

What happened to David E. Lazar’s NovaBay Series D Preferred Stock before conversion?

Earlier in October 2025, David E. Lazar entered an agreement to sell his title and interest in 441,325 Series D Preferred shares for $9,850,000. After this transaction, he retained 39,925 Series D shares, which later automatically converted into common stock.

What is the conversion ratio for NovaBay’s Series D Preferred Stock?

Each share of NovaBay’s Series D Preferred Stock is convertible into 160 shares of common stock for no additional consideration. The preferred shares are immediately exercisable upon issuance, perpetual, and have no expiration date, subject to certain ownership limitations described in the filing.

What is the $2,150,000 amount mentioned in the NovaBay (NBY) insider filing?

In addition to selling Series D shares, David E. Lazar sold rights and obligations to purchase 268,750 Series E Preferred shares for an additional $2,150,000 payable to NovaBay. This arrangement formed part of a broader October 2025 securities purchase transaction.

Why is this NovaBay (NBY) Form 4 described as an exit filing?

The Form 4 states that its submission constitutes an exit filing for David E. Lazar. He reports no remaining Series D Preferred Stock and discloses his position in common shares, signaling a change in his status under insider reporting requirements.