NBY insider sale: 441,325 Series D for $9.85M; 160:1 conversion

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): insider transaction filed on Form 4. David E. Lazar reported the disposition of 441,325 shares of Series D Convertible Preferred Stock on October 16, 2025 (Transaction Code S). The Series D shares are convertible at the holder’s option into common stock at a rate of 160 common shares per preferred share, equating to 70,612,000 underlying common shares.

According to the footnotes, the sale followed an October 9, 2025 Securities Purchase Agreement with R01 Fund LP and Framework Ventures IV L.P., under which the purchasers agreed to acquire the 441,325 Series D shares for $9,850,000 and the rights and obligations to purchase 268,750 shares of Series E Preferred Stock for an additional $2,150,000 payable to the issuer. After the reported transaction, Lazar beneficially owned 39,925 derivative securities.

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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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)

PH THE TOWERS, TOWER 200, 30B

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)
10/16/2025

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 Convertible Preferred Stock	(1)	10/16/2025		S			441,325	(2)	(2)	Common Stock	70,612,000	(3)	39,925	D

Explanation of Responses:

1. 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 Common Stock of NovaBay Pharmaceuticals, Inc. (the "Issuer") at any time, subject to certain ownership limitations.

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

3. On October 9, 2025, David E. Lazar (the "Reporting Person") entered into a Securities Purchase Agreement with R01 Fund LP ("R01 LP") and Framework Ventures IV L.P. ("Framework" and together with R01 LP, the "Purchasers") pursuant to which the Purchasers agreed to acquire from the Reporting Person all of the Reporting Person's right, 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 closing of the transaction occurred on October 16, 2025 following the Issuer's annual meeting of stockholders.

	/s/ David E. Lazar	10/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did NBY insider David E. Lazar report on this Form 4?

He reported a sale (Code S) of 441,325 shares of Series D Convertible Preferred Stock on October 16, 2025.

What is the conversion ratio for NBY’s Series D Preferred disclosed here?

Each Series D share converts into 160 shares of NovaBay common stock at the holder’s option.

How many common shares underlie the Series D shares sold?

The 441,325 Series D shares correspond to 70,612,000 underlying common shares.

Who were the purchasers and what was the consideration?

R01 Fund LP and Framework Ventures IV L.P. agreed to acquire the Series D shares for $9,850,000.

What additional rights were included related to Series E Preferred?

Rights and obligations to purchase 268,750 Series E Preferred shares for an additional $2,150,000 payable to the issuer.

How many derivative securities did Lazar hold after the transaction?

He beneficially owned 39,925 derivative securities following the reported transaction.

When did the transaction close?

The closing occurred on October 16, 2025 following the issuer’s annual meeting of stockholders.