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.
Stablecoin Development Corporation filings document the company’s completed transition from NovaBay Pharmaceuticals, including its name change, ticker change, and updated public-company identity as an on-chain holding company focused on the Sky protocol ecosystem. Recent 8-K disclosures cover SKY-related activities, staking metrics, operating updates, and material-event reporting.
The company’s SEC filings also describe capital-structure changes, including a reverse stock split, pre-funded warrants, preferred stock conversions, charter amendments, stockholder voting results, and NYSE American-related approvals. Proxy materials and 8-K reports document governance matters, security-holder rights, warrant accounting, non-reliance on prior financial statements, and formal amendments to the company’s corporate documents.
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 December 31, 2024 (filed April 2, 2025) and a series of Current Reports on January 10, 2025, January 22, 2025, January 23, 2025, February 4, 2025, March 11, 2025, April 22, 2025, August 19, 2025, and August 26, 2025.
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.
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.