NBY insider filing reports Series D & E preferred acquisitions

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY) insider filing: R01 Fund LP reported acquiring derivative securities tied to common stock. On 10/16/2025, it acquired 220,663 shares of Series D Non‑Voting Convertible Preferred Stock and 134,375 shares of Series E Non‑Voting Convertible Preferred Stock at a stated price of $0.00.

Per the terms approved at the annual meeting on 10/16/2025, each preferred share is convertible into 160 common shares. The Series D corresponds to 35,306,080 underlying common shares and the Series E corresponds to 21,500,000 underlying common shares. The filing notes relationships including director, 10% owner, and officer (Chief Executive Officer) and states the R01 entities’ beneficial ownership is disclaimed except to the extent of pecuniary interest.

Insights

Governance & Ownership Analyst

Insider reports preferred acquisitions convertible at 160:1 after approvals.

The filing lists acquisitions of Series D and Series E non‑voting convertible preferred stock by R01 Fund LP on 10/16/2025. Each preferred share is convertible into 160% of a common-share equivalent count (i.e., 160 common shares per preferred), producing stated underlying common share amounts tied to each series.

Conversion mechanics reference stockholder approvals at the annual meeting on 10/16/2025, with automatic or holder‑option conversion timelines described for each series. The filing also indicates roles including director, 10% owner, and officer (Chief Executive Officer), and includes standard beneficial ownership disclaimers by affiliated entities.

Key figures disclosed are the derivative counts and the underlying common share amounts. Actual impact depends on conversion and holder decisions; the filing does not specify sale activity or proceeds.

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^*

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

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		A		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		A		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^*

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^*

R01 Capital LLC

(Last) (First) (Middle)

C/O R01 CAPITAL LLC

1111 LINCOLN AVENUE, 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)

C/O R01 CAPITAL LLC

1111 LINCOLN AVENUE, 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

Explanation of Responses:

1. On October 9, 2025, R01 Fund LP ("R01 LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which R01 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 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 R01 LP, 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. Mr. Kazley is the managing member of R01 Capital Manager.

Remarks:

Exhibit 99.1 - Joint Filing Agreement

	/s/ Michael Kazley	10/20/2025
	/s/ Michael Kazley	10/20/2025
	/s/ Michael Kazley	10/20/2025
	/s/ Michael Kazley	10/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did NBY’s insider report acquiring on the Form 4?

R01 Fund LP reported acquiring 220,663 Series D and 134,375 Series E non‑voting convertible preferred shares on 10/16/2025.

What are the conversion terms for NBY’s Series D and E preferred?

Each preferred share converts into 160 common shares, per terms approved at the 10/16/2025 annual meeting.

How many underlying common shares do the reported preferred shares represent for NBY?

Series D corresponds to 35,306,080 underlying common shares; Series E corresponds to 21,500,000 underlying common shares.

Who are the reporting persons and roles in this NBY filing?

Affiliates include R01 Fund LP and related entities; the filing lists roles including director, 10% owner, and Chief Executive Officer.

What approvals were cited for the NBY preferred conversions?

Stockholder approvals of proposals 5 and 9 at the 10/16/2025 annual meeting enabled the 160:1 conversion terms.

Was a purchase price disclosed for the insider acquisitions?

The transactions on 10/16/2025 list a stated price of $0.00 for the preferred shares.