R01 Fund boosts NovaBay (NBY) influence with 45% stake, board seat right

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

R01 and affiliates now report a 45% stake and board nomination rights in NovaBay.

R01 Fund LP and affiliated entities report beneficial ownership of 56,806,080 shares of NovaBay common stock, or 45.0% of the class, based on 126,173,650 shares outstanding as of January 16, 2026. Voting and dispositive power over these shares is reported as shared among the R01 entities and Michael Kazley, with standard disclaimers limiting ownership to each party’s pecuniary interest.

On January 16, 2026, R01 and Framework Ventures IV L.P. agreed to purchase pre-funded warrants at $0.17 per underlying share. These warrants become exercisable on a tiered schedule—20% after 6 months, 30% after 9 months, and 50% after 12 months—each tranche subject to stockholder approval. Because they are not exercisable for six months, the underlying shares are excluded from the reported beneficial ownership.

An investors’ rights agreement gives R01 customary demand and piggyback registration rights for the warrant shares and the right to nominate one director to NovaBay’s board. The actual influence this confers will depend on future stockholder approvals for warrant exercisability and how the board responds to R01’s nomination rights in subsequent governance cycles.

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)

R01 FUND LP
1111 Lincoln Road, Suite 500
Miami Beach, FL, 33139
305-982-7994

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

01/16/2026

(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

R01 Fund LP

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)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,806,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,806,080.00

11

Aggregate amount beneficially owned by each reporting person

56,806,080.00

12

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

13

Percent of class represented by amount in Row (11)

45.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 56,806,080 shares of the Issuer's Common Stock. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. All percentage calculations herein are based on the aggregate of 126,173,650 shares of Common Stock outstanding as of January 16, 2026.

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

R01 Capital LLC

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)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,806,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,806,080.00

11

Aggregate amount beneficially owned by each reporting person

56,806,080.00

12

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

13

Percent of class represented by amount in Row (11)

45.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 56,806,080 shares of the Issuer's Common Stock. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. All percentage calculations herein are based on the aggregate of 126,173,650 shares of Common Stock outstanding as of January 16, 2026.

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

R01 Capital Manager LLC

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)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,806,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,806,080.00

11

Aggregate amount beneficially owned by each reporting person

56,806,080.00

12

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

13

Percent of class represented by amount in Row (11)

45.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 56,806,080 shares of the Issuer's Common Stock. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. All percentage calculations herein are based on the aggregate of 126,173,650 shares of Common Stock outstanding as of January 16, 2026.

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Kazley Michael John

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)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,806,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,806,080.00

11

Aggregate amount beneficially owned by each reporting person

56,806,080.00

12

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

13

Percent of class represented by amount in Row (11)

45.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 56,806,080 shares of the Issuer's Common Stock. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. All percentage calculations herein are based on the aggregate of 126,173,650 shares of Common Stock outstanding as of January 16, 2026.

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: Explanatory Note: This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of NovaBay Pharmaceuticals, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged. This Amendment No. 2 is being filed to report the Reporting Persons identifying as a "group" with Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons have agreed to file this Amendment jointly as a group pursuant to Rule 13d-1(k) under the Exchange Act.
Item 4.	Purpose of Transaction
	On January 16, 2026, the Company, R01 and Framework Ventures IV L.P. ("Framework") entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which R01 and Framework purchased pre-funded warrants exercisable for shares of Common Stock (the "January 2026 Pre-Funded Warrants") for a purchase price of $0.17 per share of underlying Common Stock. The January 2026 Pre-Funded Warrants are not exercisable until six months after issuance; accordingly, the shares underlying such warrants are not deemed beneficially owned by the Reporting Persons for purposes of this Statement under Rule 13d-3 and are excluded from the ownership percentages reported herein. The 2026 Pre-Funded Warrants vest on a tiered basis, with 20% of the 2026 Pre-Funded Warrants becoming exercisable 6 months after execution of the Securities Purchase Agreement, 30% of the 2026 Pre-Funded Warrants becoming exercisable 9 months after execution of the Securities Purchase Agreement and the remaining 50% of the 2026 Pre-Funded Warrants becoming exercisable 12 months after execution of the Securities Purchase Agreement, each subject to receipt of stockholder approval. In connection with the same transaction, the Company and certain purchasers, including R01, entered into an investors' rights agreement (the "Investors' Rights Agreement") that, among other things, provides R01: (1) customary demand rights for their shares of Common Stock underlying the January 2026 Pre-Funded Warrants, (2) customary piggyback registration rights and (3) nomination rights to appoint one director to the Board.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own an aggregate of 56,806,080 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 45.0% of the outstanding shares of Common Stock, based on the aggregate of 126,173,650 shares of Common Stock outstanding as of January 16, 2026.
(b)	1. Sole power to vote or direct vote: 0.00 2. Shared power to vote or direct vote: 56,806,080 shares of Common Stock 3. Sole power to dispose or direct the disposition: 0.00 4. Shared power to dispose or direct the disposition: 56,806,080 shares of Common Stock
(c)	Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.
(d)	No person other than the Reporting Persons 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 Subject Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As described in Item 4 above, on January 16, 2026, the Company, R01 and Framework entered into the Securities Purchase Agreement and the Investors' Rights Agreement. The descriptions of the Securities Purchase Agreement and the Investors' Rights Agreement above do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and the Investors' Rights Agreement, which are filed as exhibits to this Amendment No. 2 to Schedule 13D, and are incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Form of Pre-Funded Warrant (incorporated by reference to the Company's current report on Form 8-K filed on January 16, 2026). Exhibit 99.2: Investors' Rights Agreement (incorporated by reference to the Company's current report on Form 8-K filed on January 16, 2026).

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.

R01 Fund LP

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Principal
Date:	01/21/2026

R01 Capital LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	01/21/2026

R01 Capital Manager LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	01/21/2026

Kazley Michael John

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley
Date:	01/21/2026

FAQ

How many NovaBay (NBY) shares does R01 Fund LP beneficially own?

R01 Fund LP and its affiliated reporting persons beneficially own an aggregate of 56,806,080 shares of NovaBay common stock, as described in the statement.

What percentage of NovaBay (NBY) does R01’s stake represent?

The reporting persons’ 56,806,080 shares represent approximately 45.0% of NovaBay’s outstanding common stock, based on 126,173,650 shares outstanding as of January 16, 2026.

Who are the reporting persons in this NovaBay (NBY) Schedule 13D/A?

The reporting persons are R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each reporting shared voting and dispositive power over the same block of shares.

What are the key terms of the January 2026 pre-funded warrants related to NovaBay (NBY)?

On January 16, 2026, R01 and Framework Ventures IV L.P. purchased pre-funded warrants at $0.17 per underlying share. The warrants are not exercisable until six months after issuance and then become exercisable in tiers of 20%, 30% and 50% at 6, 9 and 12 months, respectively, each subject to stockholder approval.

Are the NovaBay (NBY) warrant shares counted in R01’s beneficial ownership?

No. The January 2026 pre-funded warrants are not exercisable until six months after issuance, so the underlying shares are excluded from the beneficial ownership and percentage calculations reported in the statement under Rule 13d-3.

What governance rights did R01 obtain in connection with its NovaBay (NBY) investment?

Under an investors’ rights agreement, R01 received customary demand and piggyback registration rights for the common stock underlying the January 2026 pre-funded warrants and nomination rights to appoint one director to NovaBay’s board.

Do any other persons have rights to NovaBay (NBY) shares held by R01?

The statement notes that no person other than the reporting persons is known to have the right to receive, or direct the receipt of, dividends or sale proceeds from the Subject Shares.