[Form 4] NovaBay Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY) reported an insider transaction on a Form 4 involving Framework Ventures IV L.P. On October 16, 2025, the reporting persons recorded a Transaction Code J relating to preferred stock interests: 220,663 shares of Series D Non‑Voting Convertible Preferred and rights to purchase 134,375 shares of Series E Non‑Voting Convertible Preferred.

Following stockholder approvals at the annual meeting on October 16, 2025, each preferred share is convertible into 160 common shares. The filing lists underlying common shares of 35,306,080 for the Series D and 21,500,000 for the Series E. The Framework entities note potential deemed beneficial ownership and disclaim beneficial ownership except to the extent of pecuniary interest. Ownership is reported as Direct (D).

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^*

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

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		J		220,663(1)		10/16/2025(2)	(2)	Common Stock	35,306,080(2)	$0	220,663(1)	D(3)
Series E Non-Voting Convertible Preferred Stock	$0.00	10/16/2025		J		134,375(1)		10/16/2025(2)	(2)	Common Stock	21,500,000(2)	$0	134,375(1)	D(3)

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)

Explanation of Responses:

1. On October 9, 2025, Framework Ventures IV L.P. ("Framework LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which Framework 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 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 Framework LP, 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 Framework LP. 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.

Remarks:

Exhibit 99.1 - Joint Filing Agreement

	/s/ Michael Ernest Anderson	10/20/2025
	/s/ Michael Ernest Anderson	10/20/2025
	/s/ Michael Ernest Anderson	10/20/2025
	/s/ Vance Spencer	10/20/2025
	** 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).
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FAQ

What did NovaBay (NBY) disclose in this Form 4?

A Transaction Code J entry involving Series D and Series E Non‑Voting Convertible Preferred interests tied to underlying NovaBay common shares.

How many preferred shares are involved in the filing?

The filing lists 220,663 Series D preferred shares and rights to purchase 134,375 Series E preferred shares.

What is the conversion rate for the preferred stock?

Each preferred share converts into 160 shares of common stock following the approved proposals at the October 16, 2025 annual meeting.

How many underlying common shares are referenced?

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

Who are the reporting persons in the NBY Form 4?

Framework Ventures IV L.P. and related entities, including Framework GP, Framework Management, Vance Spencer, and Michael Ernest Anderson.

Do the reporting persons claim beneficial ownership of all the shares?

They state the securities may be deemed beneficially owned by the Framework entities, but disclaim beneficial ownership except to the extent of pecuniary interest.

What ownership form is reported?

The derivative securities are reported as Direct (D) ownership.