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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series D Non-Voting Convertible Preferred Stock | 220,663 | $0.00 | -- |
| Grant/Award | Series E Non-Voting Convertible Preferred Stock | 134,375 | $0.00 | -- |
Footnotes (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"). 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. 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.
