Novabay Pharma SEC Filings

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).

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.

NovaBay Pharmaceuticals (NBY) disclosed an insider ownership update. CEO and Director Michael Kazley filed a Form 3 as a 10% owner, reporting indirect beneficial ownership through the R01 Entities of Series D Non‑Voting Convertible Preferred Stock that is convertible into up to 1,164,117 shares of common stock at an exercise price of $0.00.

The filing notes that on October 9, 2025, R01 Fund LP purchased 220,663 shares of Series D Preferred and the rights and obligation to purchase 134,375 shares of Series E Preferred. Following stockholder approval at the annual meeting on October 16, 2025, each share of Series D will automatically convert into 160 common shares at the holder’s option or within three business days, and the Issuer will issue Series E, each share of which will automatically convert into 160 common shares at the holder’s option or within thirty business days.

NovaBay Pharmaceuticals (NBY): Initial insider ownership filed. Framework Ventures IV L.P. and affiliated entities jointly filed a Form 3 disclosing preferred equity positions tied to NovaBay common stock.

On October 9, 2025, Framework LP purchased 220,663 shares of Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 1,164,117 shares of common stock, and acquired rights and obligations to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock.

Following stockholder approval of proposals 5 and 9 at the October 16, 2025 annual meeting, each share of Series D Preferred converts into 160 common shares at the holder’s option or within three business days of the meeting, and each share of Series E Preferred converts into 160 common shares at the holder’s option or within thirty business days. The filing indicates a Director relationship and was submitted jointly pursuant to a Joint Filing Agreement dated October 20, 2025.

NovaBay Pharmaceuticals (NBY) reported a beneficial ownership change by the R01 Entities. On October 9, 2025, R01 Fund LP purchased 220,663 shares of Series D Non‑Voting Convertible Preferred Stock, which is convertible into up to 1,164,117 shares of common stock. The filing lists related reporting persons including R01 Capital LLC, R01 Capital Manager LLC, and Michael Kazley.

Following stockholder approval at the October 16, 2025 annual meeting, each share of Series D Preferred is set to convert into 160 common shares at the holder’s option or within three business days. The filing also notes rights and obligations to purchase 134,375 shares of Series E Preferred, each share of which will convert into 160 common shares at the holder’s option or within thirty business days after the meeting.

NovaBay Pharmaceuticals (NBY) received an amended Schedule 13D from David E. Lazar detailing ownership and recent transactions. As of the close on October 16, 2025, he beneficially owned 1,502,080 shares of common stock, representing 19.99% of the class, based on 6,010,749 shares outstanding as of October 1, 2025 from a recent registration statement.

Lazar reported holding 39,925 shares of Series D Preferred Stock (aggregate purchase price approximately $319,400). On October 9, 2025, he entered a Securities Purchase Agreement with R01 Fund LP and Framework Ventures IV L.P. for the sale of 441,325 Series D Preferred for $9,850,000 and the transfer of rights to purchase 268,750 Series E Preferred for an additional $2,150,000 payable to the company. Required stockholder approvals were obtained at the October 16, 2025 annual meeting. He also resigned as CEO and director, effective upon release of escrow funds.

The preferred stock remains subject to a 19.99% beneficial ownership limitation.

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.

Poplar Point Capital and affiliates filed Amendment No. 2 to Schedule 13D on NovaBay Pharmaceuticals (NBY), disclosing beneficial ownership of 1,020,300 shares, representing 17.52% of the common stock. The group reports shared voting and dispositive power over 1,020,300 shares and no sole power.

The amendment notes that NovaBay terminated the voting agreement effective upon the vote, with an Irrevocable Notice of Termination included as an exhibit. The reporting persons state the holding is for investment purposes and, at this time, have no specific plan or proposal to acquire additional or dispose of shares. Poplar Point Capital Management LLC directly holds the 1,020,300 shares, funded from working capital.

R01 Fund LP filed a Schedule 13D on NovaBay Pharmaceuticals (NBY), reporting beneficial ownership of 1,164,117 shares of Common Stock, equal to 16.2% of the class based on 6,010,749 shares outstanding as of October 1, 2025. The position arises from 220,663 shares of Series D Non‑Voting Convertible Preferred Stock, which are convertible into a maximum of 1,164,117 common shares.

On October 9, 2025, R01 Fund LP and Framework Ventures IV L.P. agreed to acquire from David Lazar 441,325 Series D Preferred for $9,850,000 and the rights and obligations to purchase 268,750 Series E Non‑Voting Convertible Preferred for an additional $2,150,000 payable to the issuer, subject to stockholder approval at the October 16, 2025 annual meeting and other customary conditions. The Preferred Stock is limited to conversion up to an aggregate 19.99% of outstanding common until stockholder approval; upon approval, each Preferred share would be convertible into 160 common shares, for an aggregate of 113.6 million common shares.