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' 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.
Poplar Point entities and Jad Fakhry reported owning 1,020,300 shares of NovaBay Pharmaceuticals (NBY), representing 17.52% of the company's common stock. The position is held jointly by Poplar Point Capital Management LLC, Poplar Point Capital Partners LP, Poplar Point Capital GP LLC and Mr. Fakhry, all organized in Delaware, and the shares were purchased with working capital. The filing states the acquisition was for investment in the ordinary course of business, notes that this ownership "may have the purpose or effect of control," and says there are currently no specific plans to buy or sell additional shares.
NovaBay Pharmaceuticals reported that David E. Lazar, the company's Chief Executive Officer and a director, agreed to purchase convertible preferred stock that converts into a substantial number of common shares. Under the securities purchase agreement, Mr. Lazar acquired 481,250 shares of Series D Convertible Preferred Stock at $20.00 per share for $3,850,000 and agreed to purchase 268,750 shares of Series E Convertible Preferred Stock at $20.00 per share in a subsequent closing for $2,150,000. Each Series D and Series E share converts into 160 shares of common stock, and the Series D closing resulted in conversion rights to 77,000,000 common shares. The Series D is perpetual and convertible at the holder’s option, while the Series E purchase is subject to closing conditions.
David E. Lazar filed a Schedule 13D disclosing beneficial ownership of 1,200,048 shares of NovaBay Pharmaceuticals (approximately 19.99% of outstanding Common Stock as of August 19, 2025). The filing states Mr. Lazar purchased Series D Preferred Stock on August 19, 2025, convertible into 77.0 million shares and agreed to purchase Series E Preferred Stock convertible into 43.0 million shares at a subsequent closing, subject to stockholder approval and a 19.99% beneficial ownership limitation prior to such approval.
The SPA appointed Mr. Lazar as CEO and a director effective August 19, 2025, includes rights to nominate directors based on ownership thresholds, grants participation rights in future financings, and is accompanied by a two-year Voting Agreement with Poplar entities that includes voting commitments and standstill provisions.
NovaBay Pharmaceuticals declared a special cash dividend of $0.80 per share for its common stock. The dividend will be paid on September 29, 2025 to stockholders of record at the close of business on September 15, 2025.
The dividend is funded from cash segregated at the first closing of an up to $6.0 million investment by David E. Lazar in newly issued Series D and Series E non-voting convertible preferred stock. The first closing provided $3.85 million of gross proceeds; a second closing for $2.15 million is expected by the end of the fourth quarter of 2025, subject to conditions. The preferred shares will not participate in the dividend.
Because the dividend exceeds 25% of the common stock price, NYSE American will use “due bills” so that trades from September 15, 2025 through September 29, 2025 carry the right to receive the dividend.
NovaBay Pharmaceuticals (NBY) reported a package of corporate actions and agreements dated
The filing notes that no dividends will be paid on the Series D or Series E preferred stock until a Special Dividend is declared and the company receives a Conversion Approval. Several exhibits and confidential schedules were omitted from the public filing with the company offering to furnish them to the SEC on request. The agreements are not effective now and will become effective only upon completion of the Final Closing.