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) 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.
NovaBay Pharmaceuticals (NBY): Framework Ventures filed a Schedule 13D disclosing beneficial ownership of 1,164,117 shares of Common Stock, representing 16.2% of the class, based on 6,010,749 shares outstanding as of October 1, 2025.
The position stems from 220,663 shares of Series D Non-Voting Convertible Preferred Stock, convertible into a maximum of 1,164,117 Common shares. The group reports shared voting and dispositive power over these shares. Framework LP used $6,000,000 of working capital to purchase Preferred Stock under a purchase agreement.
On October 9, 2025, Framework LP and R01 Fund LP agreed to acquire from David Lazar 441,325 Series D for $9,850,000 and rights to purchase 268,750 Series E for an additional $2,150,000 payable to the issuer, subject to stockholder approval at the October 16, 2025 annual meeting and other conditions. Conversions are limited to 19.99% of outstanding shares until approval; upon approval, each Preferred share converts into 160 Common shares, for an aggregate of 113.6 million Common shares.
NovaBay Pharmaceuticals reports a planned leadership change and transfer of a controlling economic stake tied to an existing investment structure. David Lazar has tendered his resignation as Chief Executive Officer and director, to become effective when escrow funds are released to him under a Securities Purchase Agreement.
On October 9, 2025, Lazar agreed to assign to R01 Fund LP and Framework Ventures IV L.P. his rights and interests in 441,325 shares of Series D Non-Voting Convertible Preferred Stock and rights to purchase 268,750 shares of Series E Non-Voting Convertible Preferred Stock, originally acquired from the company under an August 19, 2025 agreement. The new Securities Purchase Agreement is conditioned on stockholder approval of proposals 5 and 9 at the 2025 Annual Meeting on October 16, 2025, and other customary closing conditions. After approval of the Investment Transaction and Related Transactions and completion of the First and Final Closings, the purchasers are expected to collectively beneficially own about 90% of the outstanding common stock.
NovaBay Pharmaceuticals, Inc. has filed a preliminary S-3 shelf registration to offer various securities including common stock, preferred stock, debt securities, warrants and units, with specific terms to be set at the time of each offering.
The document describes the possible features investors may see: for preferred stock, dividend treatment, liquidation preferences and conversion/exchange mechanics; for debt, maturities, interest rates, security, subordination, covenants, default provisions and trustee powers; for warrants and units, exercise prices, ratios and expiration periods; and for global securities, depositary procedures and transfer restrictions. Fees for services depend on the securities and number of issuances and "cannot be estimated at this time." The filing incorporates the Annual Report for the year ended
NovaBay Pharmaceuticals presents director biographies, equity plan provisions and corporate governance proposals in its Definitive Proxy Statement. The filing discloses selected director qualifications emphasizing long tenures, pharmaceutical and consumer marketing experience, financial and corporate finance expertise, and committee roles including Audit Committee Financial Expert and Chair of the Board. It reports management changes effective August 19, 2025: Mr. Lazar appointed Chief Executive Officer; former CEO Mr. Hall moved to Vice President of Business Development, General Counsel and Corporate Secretary; Mr. Law promoted to Chief Financial Officer and Treasurer.
The proxy describes equity awards to directors (858 restricted stock units each in FY2024 with a grant-date fair value of $4.94 per share), vested option counts for certain non-employee directors, and proposed charter amendments to increase authorized common stock from 150,000,000 to 1,500,000,000 shares and preferred stock from 5,000,000 to 10,000,000 shares, plus a Reverse Stock Split Certificate of Amendment form subject to final ratio determination.
NovaBay Pharmaceuticals is clarifying how its previously announced one-time special cash dividend of $0.80 per share will be handled in trading on NYSE American. Because the dividend is more than 25% of the company’s share price, NYSE American has advised that NovaBay’s common stock will trade with “due bills” from the September 15, 2025 record date through the close of trading on September 29, 2025, the payment date and last trading day before the September 30, 2025 ex-dividend date.
During this Dividend Right Period, investors who sell NovaBay shares will also transfer the right to receive the $0.80 special dividend to the buyer. Brokers settle these due bill obligations between themselves, and NovaBay states it has no responsibility for the amount or processing of any due bills. The company encourages buyers and sellers of its stock to consult their brokers so they understand how the due bill procedures affect dividend entitlement.
NovaBay Pharmaceuticals' preliminary proxy statement describes board and governance matters and equity plan details. The filing lists selected director qualifications, noting long tenures and industry, operational and marketing experience among directors. It discloses equity awards to non-employee directors consisting of 858 restricted stock units granted to each director in fiscal 2024 with an aggregate grant-date fair value of $4.94 per share; at December 31, 2024 each of several named directors held 858 unvested RSUs and specified counts of vested stock options (for example, Dr. Freiman 99 vested options).
The proxy also discloses corporate governance proposals: a request for stockholder approval to increase authorized common stock from 150,000,000 to 1,500,000,000 shares and preferred stock from 5,000,000 to 10,000,000 shares, as well as reference to a proposed reverse stock split certificate of amendment. It reports management changes effective August 19, 2025: Mr. Lazar appointed Chief Executive Officer, Mr. Hall moved from CEO to Vice President of Business Development, General Counsel and Corporate Secretary, and Mr. Law appointed Chief Financial Officer and Treasurer.