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NBY insiders convert 56,806,080 shares and buy 2,702,703 pre‑funded warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY) reporting persons filed a Form 4 detailing a large equity change. On October 21, 2025, they acquired 56,806,080 common shares at $0 via conversions approved by stockholders on October 16, 2025: 35,306,080 from Series D Non‑Voting Convertible Preferred and 21,500,000 from Series E Non‑Voting Convertible Preferred.

Separately, on October 16, 2025, they purchased pre‑funded warrants to buy 2,702,703 common shares at a $0.01 exercise price, paying $1.10 per warrant. The warrants have no expiration and are exercisable for common stock any time after January 1, 2026, subject to stockholder approval.

Positive

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Negative

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Insider R01 Fund LP, Kazley Michael John, R01 Capital LLC, R01 Capital Manager LLC
Role 10% Owner | Chief Executive Officer | 10% Owner | 10% Owner
Bought 2,702,703 shs ($0.00)
Type Security Shares Price Value
Conversion Common Stock 56,806,080 $0.00 --
Purchase Pre-Funded Warrants (Right to Buy) 2,702,703 $0.00 --
Holdings After Transaction: Common Stock — 56,806,080 shares (Direct); Pre-Funded Warrants (Right to Buy) — 2,702,703 shares (Direct)
Footnotes (1)
  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. 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 the Reporting Person, 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 the Reporting Person. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
R01 Fund LP
(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)
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*
R01 Fund LP
(Last) (First) (Middle)
1111 LINCOLN ROAD, SUITE 500
(Street)
MIAMI BEACH FL 33139
(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*
Kazley Michael John
(Last) (First) (Middle)
1111 LINCOLN ROAD, SUITE 500
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
R01 Capital LLC
(Last) (First) (Middle)
1111 LINCOLN ROAD, SUITE 500
(Street)
MIAMI BEACH FL 33139
(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*
R01 Capital Manager LLC
(Last) (First) (Middle)
1111 LINCOLN ROAD, SUITE 500
(Street)
MIAMI BEACH FL 33139
(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 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 the Reporting Person, 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 the Reporting Person. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager.
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 on October 20, 2025).
/s/ Michael Kazley - R01 Fund LP - Principal 11/03/2025
/s/ Michael Kazley 11/03/2025
/s/ Michael Kazley - R01 Capital LLC - Managing Member 11/03/2025
/s/ Michael Kazley - R01 Capital Manager LLC - Managing Member 11/03/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did NovaBay (NBY) insiders report on Form 4?

They reported acquiring 56,806,080 common shares via preferred stock conversions and purchasing pre‑funded warrants for 2,702,703 shares.

How many shares came from each preferred series conversion at NBY?

35,306,080 shares from Series D and 21,500,000 shares from Series E, both converted on October 21, 2025.

What are the terms of the NBY pre‑funded warrants?

Right to buy 2,702,703 shares at a $0.01 exercise price; purchase price was $1.10 per warrant.

When can the NBY pre‑funded warrants be exercised?

Any time after January 1, 2026, subject to stockholder approval; the warrants have no expiration date.

What approvals supported the share conversions at NBY?

Stockholders approved proposals referenced in the proxy on October 16, 2025, enabling the conversions executed on October 21, 2025.

Was cash paid for the converted NBY shares?

No. The 56,806,080 common shares were acquired at $0 through conversion of preferred stock.