Lazar’s NovaBay (NBY) stake falls to 4.99% after Series D share conversion

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Lazar’s stake drops below 5%, triggering an exit Schedule 13D/A filing.

This amendment shows David E. Lazar beneficially owns 6,388,000 NovaBay shares, or about 4.99% of the common stock, based on 127,894,134 shares outstanding as of January 29, 2026. Falling below 5% ends his Schedule 13D reporting obligation.

The filing also documents a structural change: his Series D Preferred Stock automatically converted into common stock three business days after stockholders approved the conversion at the Annual Meeting. Future ownership changes by Lazar below 5% would not require the same detailed beneficial-ownership disclosures unless his stake again crosses key reporting thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

NovaBay Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

66987P409

(CUSIP Number)

DAVID E. LAZAR
44, Tower 100, The Towers, Winston Churchill San Francisco
Paitilla Panama City, R1, 07196
646-768-8417

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

David E. Lazar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PORTUGAL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,388,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,388,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,388,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amount reflected under "Sole Dispositive Power" consists of 6,388,000 shares of the Issuer's Common Stock, $0.01 par value per share (the "Common Stock") that were issued following the automatic conversion of the Issuer's Series D Convertible Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock") as described in Item 6 below.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: NovaBay Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2000 POWELL STREET, SUITE 1150, Emeryville, CALIFORNIA , 94608.
Item 1 Comment: The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. As a result of recent increases in the outstanding shares of Common Stock of the Issuer, the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares owned by the Reporting Person is based upon 127,894,134 shares of Common Stock outstanding as of January 29, 2026 based upon information provided by the Issuer. As of the close of business on January 29, 2026, the Reporting Person beneficially owned 6,388,000 Shares. Percentage: Approximately 4.99%
(b)	1. Sole power to vote or direct vote: 6,388,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,388,000 4. Shared power to dispose or direct the disposition: 0
(c)	The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: At the Annual Meeting, the Issuer's stockholders approved, among other things, the conversion of Series D Preferred Stock into shares of common stock ("Stockholder Approval"). Three business days following such Stockholder Approval, all of the Reporting Person's Series D Preferred Stock was automatically converted into shares of the Issuer's Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David E. Lazar

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	01/29/2026

FAQ

What ownership stake does David E. Lazar report in NovaBay (NBY)?

David E. Lazar reports beneficial ownership of 6,388,000 NovaBay shares, or about 4.99% of the common stock. This percentage is calculated using 127,894,134 shares outstanding as of January 29, 2026, based on information provided by NovaBay Pharmaceuticals.

Why is this NovaBay (NBY) Schedule 13D/A filing described as an exit filing?

The filing is an exit filing because Lazar’s ownership fell below the 5% reporting threshold. As NovaBay’s outstanding common shares increased, his 6,388,000-share position came to represent approximately 4.99%, ending his ongoing Schedule 13D reporting obligation.

How did David E. Lazar acquire his NovaBay (NBY) common shares?

Lazar’s 6,388,000 common shares were issued after automatic conversion of his Series D Convertible Preferred Stock. This conversion occurred three business days after NovaBay stockholders approved converting the Series D Preferred Stock into common stock at the company’s Annual Meeting.

What voting and dispositive power does Lazar have over NovaBay (NBY) shares?

Lazar reports sole voting and sole dispositive power over all 6,388,000 NovaBay shares he beneficially owns. He reports no shared voting or shared dispositive power, indicating he alone can vote and decide on disposition of these shares.

What share count did NovaBay (NBY) report outstanding for this ownership calculation?

The ownership percentage is based on 127,894,134 NovaBay common shares outstanding as of January 29, 2026. This outstanding share figure was provided by NovaBay and used to calculate Lazar’s approximately 4.99% beneficial ownership stake.

What role did NovaBay (NBY) stockholder approval play in this conversion?

Stockholder approval at the Annual Meeting authorized conversion of Series D Preferred Stock into common stock. Three business days after this approval, all of Lazar’s Series D Preferred Stock automatically converted into NovaBay common shares, creating his 6,388,000-share position.