NBY insider converts 56.8M shares; adds 2.70M pre-funded warrants

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): CEO, director and 10% owner Michael Kazley reported insider activity. On 10/21/2025, 220,663 shares of Series D Non‑Voting Convertible Preferred converted into 35,306,080 common shares, and 134,375 shares of Series E Non‑Voting Convertible Preferred converted into 21,500,000 common shares, totaling 56,806,080 common shares, held indirectly via the R01 Entities.

On 10/16/2025, R01 Fund LP purchased pre‑funded warrants to buy 2,702,703 common shares at a $1.10 purchase price per warrant with a $0.01 exercise price. These warrants have no expiration and are exercisable any time after 01/01/2026, subject to stockholder approval.

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^*

Kazley Michael John

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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
Common Stock	10/21/2025(1)		C		56,806,080(1)	A	$0(1)	56,806,080(1)	I	By R01 Entities(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)	I	By R01 Entities(2)

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 Fund LP ("R01 LP"), R01 Capital LLC ("R01 Capital") and R01 Capital Manager LLC ("R01 Capital Manager" and together with R01 LP, R01 Capital 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 R01 LP. R01 Capital Manager is the investment manager for R01 Capital. The Reporting Person is the managing member of R01 Capital Manager.

3. On October 16, 2025, the Issuer issued and sold to R01 LP 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.

	/s/ Michael Kazley	11/03/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NovaBay (NBY) disclose on Form 4?

Michael Kazley reported the conversion of preferred shares into 56,806,080 common shares and the purchase of pre‑funded warrants for 2,702,703 shares.

Which preferred series converted and into how many NBY common shares?

Series D converted into 35,306,080 common shares; Series E converted into 21,500,000 common shares, both on 10/21/2025.

What approvals enabled the NovaBay preferred conversions?

Stockholders approved proposals 5 and 9 at the annual meeting on 10/16/2025, enabling the conversions on 10/21/2025.

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

They cover 2,702,703 shares, purchased at $1.10 per warrant with a $0.01 exercise price, exercisable after 01/01/2026, no expiration.

How are the reported NovaBay securities held?

They are reported as indirectly owned via the R01 Entities (R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC).

What is Michael Kazley’s relationship to NovaBay (NBY)?

He is a Director, Chief Executive Officer, and a 10% Owner.

What was the price for the NBY common shares received on conversion?

The common shares from the preferred conversions were reported at $0 per share in the Form 4 table.