Welcome to our dedicated page for Novabay Pharma SEC filings (Ticker: NBY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) SEC filings page on Stock Titan provides direct access to the company’s official regulatory disclosures filed with the U.S. Securities and Exchange Commission. These documents explain NovaBay’s strategic transactions, capital structure changes, governance matters, and stockholder actions in detail.
Recent Form 8-K filings describe key events such as the completion of the sale of NovaBay’s Avenova eyecare business and related assets to PRN Physician Recommended Nutriceuticals, LLC, an asset sale that the company states represented substantially all of its assets. Other 8-Ks outline the company’s exploration of strategic options, including a Plan of Complete Liquidation and Dissolution approved by stockholders, and the subsequent decision to pursue an investment transaction instead of immediately effecting the Dissolution.
Filings also cover the Securities Purchase Agreement for Series D and Series E non-voting convertible preferred stock, which, upon conversion and subject to stockholder approval, would represent in excess of 90% of NovaBay’s fully diluted common stock as of the final closing. Additional 8-Ks and proxy materials explain the declaration of a one-time special cash dividend, the use of a segregated cash amount to fund that dividend, and NYSE American “due bill” procedures associated with the payout.
Definitive proxy statements (DEF 14A) provide further insight into NovaBay’s annual meeting agenda, including proposals related to director elections, advisory votes on executive compensation, increases in authorized common and preferred shares, reverse stock split authority, and approvals required under NYSE American rules for the preferred stock investment. Other filings report that NovaBay regained compliance with NYSE American continued listing standards, particularly the stockholders’ equity requirement under Section 1003(a) of the NYSE American Company Guide.
On Stock Titan, these filings are updated in near real time from EDGAR, and AI-powered tools can help summarize complex documents such as Forms 8-K and proxy statements. This allows investors to quickly see what each filing means for ownership levels, potential dilution, special dividends, strategic transactions, and NovaBay’s ongoing listing status.
NovaBay Pharmaceuticals, Inc. entered into an ATM Sales Agreement with Virtu Americas LLC, allowing the company to offer and sell shares of its common stock with an aggregate offering price of up to $100.0 million. The stock can be sold from time to time in an “at the market offering” under Rule 415, including directly on the NYSE American or other existing trading markets.
Virtu will act as sales agent or principal and use commercially reasonable efforts to execute sales based on NovaBay’s instructions, and NovaBay will pay Virtu a commission of up to 2.0% of the gross proceeds on shares sold under the agreement. The company is not required to sell any shares, and either party may terminate the agreement under specified circumstances. The offering is made under NovaBay’s effective Form S-3 shelf registration and a prospectus supplement dated January 20, 2026.
NovaBay Pharmaceuticals is launching an at-the-market offering of its common stock with an aggregate offering price of up to $100,000,000, using Virtu Americas LLC as sales agent. Shares may be sold from time to time on the NYSE American at prevailing market prices, with NovaBay paying Virtu up to 2.0% of gross proceeds and estimating other offering expenses of about $225,000.
At an assumed price of $14.77 per share, NovaBay illustrates sales of 6,770,480 shares, which would raise funds that increase net tangible book value per share from $0.27 to $7.78, creating dilution of $6.99 per new share. Net proceeds are intended for general corporate purposes, primarily a multi-year strategy to acquire and hold revenue-generating digital assets, with SKY as the first approved asset.
The company recently completed a private placement of pre-funded warrants tied to 837,696,130 shares in exchange for cash, stablecoins and SKY, and holds about 944 million SKY, which is highly volatile. The filing highlights significant risks from dilution, SKY price swings, digital-asset regulation, and NovaBay’s historically volatile stock price, which has ranged from $0.58 to $19.16 over six months.
NovaBay Pharmaceuticals entered into a Securities Purchase Agreement on January 16, 2026 with four institutional purchasers for a significant private financing. The company issued pre-funded warrants to purchase an aggregate 837,696,130 shares of common stock at a purchase price of $0.17 per warrant, generating approximately $134 million in gross proceeds. These pre-funded warrants are exercisable into common stock at $0.01 per share on a tiered schedule, with 20% becoming exercisable six months after the agreement, 30% after nine months, and the remaining 50% after twelve months, each tier subject to stockholder approval.
The purchasers received notable governance and registration rights. Each purchaser has a consent right over any material change to NovaBay’s Digital Asset Strategy for 24 months, as long as it holds at least 50% of its originally purchased warrants and/or shares. Under a related Investors’ Rights Agreement, R01 Fund LP and Framework Ventures IV L.P. obtained demand registration rights for shares underlying their warrants, all purchasers received piggyback registration rights, and R01, Framework and Sky Frontier Foundation each gained the right to nominate one board member while they hold at least 5% of outstanding common stock. The transaction was completed as an unregistered offering under Regulation D.
NovaBay Pharmaceuticals, Inc. is registering 1,195,428 shares of common stock, par value $0.01 per share, for issuance under its 2017 Omnibus Incentive Plan through this Form S-8. This new registration reflects the Plan’s automatic “evergreen” share increase and an additional block of shares approved by stockholders.
For 2025, the Board added 195,428 shares effective January 1, 2025, equal to four percent of the 4,885,693 shares of common stock issued and outstanding as of December 31, 2024. On October 16, 2025, stockholders approved a further 1,000,000 shares available for issuance under the Plan. This filing builds on earlier S-8 registrations for the same plan and incorporates those prior registration statements and the company’s ongoing Exchange Act reports by reference.
NovaBay Pharmaceuticals has filed a pre-effective amendment to its shelf registration to offer and sell up to
The company has sold all of its prior eyecare and wound care product lines in
As of
NovaBay Pharmaceuticals (NBY) filed its Q3 2025 10‑Q, showing a much smaller continuing operation after selling key brands and assets. For the quarter, product revenue was $521 thousand with gross profit of $42 thousand. Operating expenses were $1.30 million, resulting in an operating loss of $1.26 million and a net loss from continuing operations of $1.33 million. Including discontinued operations, the quarter’s net loss was $1.29 million.
Year‑to‑date, discontinued operations contributed $11.08 million of income, driving consolidated net income of $4.46 million despite a $6.63 million loss from continuing operations. Cash and cash equivalents were $2.31 million at September 30, 2025, total assets were $3.49 million, and total liabilities were $1.85 million, with stockholders’ equity at $1.11 million. The company effected a 1‑for‑35 reverse split in 2024 and reported 126,010,749 common shares outstanding as of November 4, 2025.
Management states existing cash, plus proceeds from subsequent Series E Preferred and October 2025 pre‑funded warrants, are expected to fund planned expenses at least through November 7, 2026. The board abandoned a previously approved plan of dissolution and is evaluating opportunities in emerging financial infrastructure and network‑based markets, which may include select blockchain‑based assets.
NovaBay Pharmaceuticals (NBY): A reporting group filed a Form 4 showing conversions into common stock and a warrant purchase tied to prior stockholder approvals. On October 21, 2025, 220,663 shares of Series D Non‑Voting Convertible Preferred converted into 35,306,080 shares of common stock and 134,375 shares of Series E Non‑Voting Convertible Preferred converted into 21,500,000 shares of common stock, following stockholder approval at the annual meeting on October 16, 2025.
The filing also reports the purchase on October 16, 2025 of pre-funded warrants to buy 2,702,703 common shares at a $0.01 exercise price, acquired at $1.10 per warrant. The warrants have no expiration and are exercisable any time after January 1, 2026, subject to stockholder approval. Following the conversions, the filing lists 56,806,080 common shares beneficially owned directly. The report is filed by more than one reporting person, with the relationship indicated as Director.
NovaBay Pharmaceuticals (NBY) reporting persons filed a Form 4 detailing a large equity change. On October 21, 2025, they acquired 56,806,080 common shares at $0 via conversions approved by stockholders on October 16, 2025: 35,306,080 from Series D Non‑Voting Convertible Preferred and 21,500,000 from Series E Non‑Voting Convertible Preferred.
Separately, on October 16, 2025, they purchased pre‑funded warrants to buy 2,702,703 common shares at a $0.01 exercise price, paying $1.10 per warrant. The warrants have no expiration and are exercisable for common stock any time after January 1, 2026, subject to stockholder approval.
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.
NovaBay Pharmaceuticals (NBY): Form 4/A insider update. Framework Ventures IV L.P. reported a transaction tied to preferred shares that convert into common stock following stockholder approvals at the October 16, 2025 annual meeting.
On October 9, 2025, Framework Ventures IV L.P. purchased from David Lazar 220,663 shares of Series D Non-Voting Convertible Preferred Stock and the rights and obligation to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock. Following stockholder approvals at the meeting on October 16, 2025, each Series D and Series E preferred share converts into 160 shares of common stock. The filing lists underlying amounts of 35,306,080 common shares for the Series D and 21,500,000 common shares for the Series E. The transaction was reported with code J and a stated conversion price of $0.00.
This amendment was filed solely to add Michael Ernest Anderson as a reporting person, and the Framework entities are jointly filing pursuant to a Joint Filing Agreement.