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 (NBY)
On October 9, 2025, Framework Ventures IV L.P. acquired 220,663 shares of Series D Non-Voting Convertible Preferred Stock, which are convertible into a maximum of 1,164,117 shares of common stock. It also acquired the rights and obligation to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock.
Following stockholder approval at the annual meeting on October 16, 2025, each share of Series D and Series E Preferred Stock will automatically convert into 160 common shares at the option of the holder within the stated post-meeting periods. The filing notes standard beneficial ownership disclaimers by the Framework entities.
NovaBay Pharmaceuticals filed a corporate designation for a new preferred stock class. The company reported that it filed a Certificate of Designation for its Series E Non-Voting Convertible Preferred Stock with the Delaware Secretary of State on October 16, 2025.
The filing furnishes this Certificate of Designation as Exhibit 3.1. NovaBay’s common stock trades on NYSE American under the symbol NBY.
NovaBay Pharmaceuticals reported it has regained compliance with NYSE American continued listing standards. The company met Section 1003(a)’s requirement to maintain stockholders’ equity of at least $6.0 million, and is otherwise in compliance with NYSE American rules.
The update follows NYSE American’s acceptance of NovaBay’s compliance plan in June 2024. A press release announcing the return to compliance was issued on October 20, 2025 and furnished as Exhibit 99.1.
NovaBay Pharmaceuticals (NBY): Schedule 13D/A update — R01 Fund LP, together with related entities and Michael Kazley, reports beneficial ownership of 56,806,080 shares of Common Stock, representing 45.1% of the class. The group reports shared voting and dispositive power over 56,806,080 shares and no sole power.
The reported position is comprised of 220,663 shares of Series D Non-Voting Convertible Preferred Stock (convertible into a maximum of 35,306,080 Common shares) and 134,375 shares of Series E Non-Voting Convertible Preferred Stock (convertible into a maximum of 21,500,000 Common shares). Shares outstanding were 6,010,749 as of October 1, 2025.
On October 15, 2025, the reporting persons entered into a pre-funded warrant to purchase 2,702,703 Common shares. The warrant is not exercisable until January 1, 2026 and is not exercisable in its entirety until stockholders approve issuance of the shares subject to the warrant.
NovaBay Pharmaceuticals (NBY): Schedule 13D/A — Framework Ventures IV L.P. and related reporting persons disclosed beneficial ownership of 56,806,080 shares of Common Stock, representing 45.1% of the class. The filing states shared voting and dispositive power over 56,806,080 shares and no sole power.
The position reflects 220,663 shares of Series D Non‑Voting Convertible Preferred Stock (convertible into a maximum of 35,306,080 common shares) and 134,375 shares of Series E Non‑Voting Convertible Preferred Stock (convertible into a maximum of 21,500,000 common shares). Shares outstanding were 6,010,749 as of October 1, 2025.
Item 6 notes a pre-funded warrant giving the right to purchase 2,702,703 common shares, not exercisable until January 1, 2026 and not exercisable in full until stockholders approve the issuance of those shares.
NovaBay Pharmaceuticals (NBY): Insider transaction disclosed. CEO, Director, and 10% owner Michael Kazley reported indirect acquisitions of preferred shares via the R01 Entities. On 10/16/2025, 220,663 shares of Series D Non-Voting Convertible Preferred Stock and 134,375 shares of Series E Non-Voting Convertible Preferred Stock were acquired at $0.00 per share, held indirectly by R01 Entities.
Each Series D and Series E share converts into 160 common shares following stockholder approvals at the annual meeting on 10/16/2025. The filing lists underlying common share amounts of 35,306,080 for the Series D and 21,500,000 for the Series E. The Series D holdings were purchased pursuant to an agreement dated 10/09/2025, and the Series E rights and obligations were acquired under the same agreement.
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.