Novabay Pharma SEC Filings

NovaBay Pharmaceuticals is calling a virtual special stockholder meeting to approve several major capital and governance changes. The Board seeks approval to issue 837,696,130 shares of common stock tied to a January 2026 private placement of pre‑funded warrants and 5,405,406 shares tied to October 2025 pre‑funded warrants. Stockholders are also asked to increase authorized common shares from 1,500,000,000 to 5,000,000,000, adopt a new 2026 Equity Incentive Plan covering up to 111,119,633 shares with an automatic annual increase feature, permit stockholder action by written consent, and add Delaware‑style officer exculpation. An adjournment proposal would allow extra time to solicit votes if needed.

David E. Lazar filed Amendment No. 2 to report his updated ownership in NovaBay Pharmaceuticals, Inc. common stock. He beneficially owns 6,388,000 shares, representing approximately 4.99% of the company’s common stock based on 127,894,134 shares outstanding as of January 29, 2026.

All of his Series D Convertible Preferred Stock automatically converted into common shares three business days after stockholders approved this conversion at the company’s Annual Meeting. Because his ownership has fallen below 5% due to increases in NovaBay’s outstanding common stock, this amendment is described as a final, exit filing.

NovaBay Pharmaceuticals insider David E. Lazar, previously a 10% owner, reported the automatic conversion of 39,925 shares of Series D Convertible Preferred Stock into 6,388,000 shares of common stock on October 21, 2025, at no additional cost, following the company’s annual meeting.

Earlier in October, Lazar sold his rights in 441,325 Series D shares for $9,850,000 and rights to purchase 268,750 Series E shares for an additional $2,150,000. After these steps, he no longer holds Series D Preferred Stock and directly owns 6,388,000 common shares. The filing is identified as an exit filing for him.

NovaBay Pharmaceuticals, Inc. reports that its longtime auditor, WithumSmith+Brown, PC, has declined to stand for re‑appointment as independent registered public accounting firm for the fiscal year ending December 31, 2025. Withum has audited NovaBay since 2010.

The audit reports for 2023 and 2024 contained no adverse or disclaimed opinions and no qualifications, other than an explanatory paragraph noting that NovaBay was seeking stockholder approval to dissolve and distribute all remaining assets to stockholders. The company states there were no disagreements or reportable events with Withum under SEC rules and has authorized Withum to fully cooperate with the successor firm.

NovaBay has requested, and filed as an exhibit, a letter from Withum to the SEC confirming its position and is in the process of identifying and engaging a new independent registered public accounting firm.

Framework Ventures and related entities have disclosed a major ownership position in NovaBay Pharmaceuticals. The reporting group, including Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, reports beneficial ownership of 56,806,080 shares of NovaBay common stock, representing about 45.0% of the 126,173,650 shares outstanding as of January 16, 2026. All shares are held with shared voting and dispositive power.

On January 16, 2026, NovaBay, R01 Fund LP and Framework entered into a securities purchase agreement under which R01 and Framework purchased pre-funded warrants exercisable for common stock at a purchase price of $0.17 per underlying share. These January 2026 pre-funded warrants are not exercisable until six months after issuance and vest in stages at 6, 9 and 12 months, subject to stockholder approval, so the underlying shares are excluded from the reported ownership. An investors’ rights agreement gives Framework demand and piggyback registration rights and the right to nominate one director to NovaBay’s board.

NovaBay Pharmaceuticals, Inc. has a major shareholder group led by R01 Fund LP reporting beneficial ownership of 56,806,080 shares of common stock. This stake represents about 45.0% of NovaBay’s outstanding common stock, based on 126,173,650 shares outstanding as of January 16, 2026.

The shares are reported with shared voting and dispositive power among R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of whom disclaims beneficial ownership beyond any pecuniary interest. On January 16, 2026, R01 and Framework Ventures IV L.P. entered into a securities purchase agreement to buy pre-funded warrants at $0.17 per underlying share, vesting over 6, 9 and 12 months, subject to stockholder approval.

An associated investors’ rights agreement grants R01 customary demand and piggyback registration rights for the warrant shares and the right to nominate one director to NovaBay’s board, highlighting its role as a significant strategic holder.

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.