Framework Ventures discloses 45% NovaBay (NBY) stake and board right

Rhea-AI Filing Summary

Framework Ventures and related entities have disclosed a major ownership position in NovaBay Pharmaceuticals. The reporting group, including Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, reports beneficial ownership of 56,806,080 shares of NovaBay common stock, representing about 45.0% of the 126,173,650 shares outstanding as of January 16, 2026. All shares are held with shared voting and dispositive power.

On January 16, 2026, NovaBay, R01 Fund LP and Framework entered into a securities purchase agreement under which R01 and Framework purchased pre-funded warrants exercisable for common stock at a purchase price of $0.17 per underlying share. These January 2026 pre-funded warrants are not exercisable until six months after issuance and vest in stages at 6, 9 and 12 months, subject to stockholder approval, so the underlying shares are excluded from the reported ownership. An investors’ rights agreement gives Framework demand and piggyback registration rights and the right to nominate one director to NovaBay’s board.

Insights

Equity ownership and governance analyst

Framework-affiliated entities report a 45% NovaBay stake plus warrants and board nomination rights.

The filing shows Framework Ventures IV L.P. and affiliated entities beneficially owning 56,806,080 NovaBay common shares, or about 45.0% of the 126,173,650 shares outstanding as of January 16, 2026. Voting and disposition authority over these shares is shared across the reporting persons, indicating a coordinated position in the company.

In parallel, NovaBay, R01 Fund LP and Framework entered into a securities purchase agreement for January 2026 pre-funded warrants, priced at $0.17 per underlying share. These warrants start to become exercisable six months after issuance and vest 20% at six months, 30% at nine months and 50% at twelve months, each tranche subject to stockholder approval, so the underlying shares are not counted in current beneficial ownership.

An investors’ rights agreement provides Framework with customary demand and piggyback registration rights for shares underlying the January 2026 pre-funded warrants, and the ability to nominate one director to NovaBay’s board. The actual influence from this structure depends on future warrant exercises and stockholder approval milestones referenced for the vesting schedule.

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)

FRAMEWORK VENTURES IV L.P.
600 Montgomery Street, Floor 42
San Francisco, CA, 94111
628-233-0357

(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

Framework Ventures IV L.P.

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:

Framework Ventures IV L.P.'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 Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Framework Ventures Management 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:

Framework Ventures IV L.P.'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 Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Framework Ventures IV GP 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:

Framework Ventures IV L.P.'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 Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Spencer Vance

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:

Framework Ventures IV L.P.'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 Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Anderson Michael Ernest

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:

Framework Ventures IV L.P.'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 Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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 Framework Ventures IV L.P. ("Framework") 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 Framework in the Statement remains unchanged. This Amendment No. 2 is being filed to report the Reporting Persons identifying as a "group" with R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley 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 Fund LP ("R01") and 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 Framework, entered into an investors' rights agreement (the "Investors' Rights Agreement") that, among other things, provides Framework: (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.

Framework Ventures IV L.P.

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	01/21/2026

Framework Ventures Management LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	01/21/2026

Framework Ventures IV GP LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	01/21/2026

Spencer Vance

Signature:	/s/ Vance Spencer
Name/Title:	Vance Spencer
Date:	01/21/2026

Anderson Michael Ernest

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson
Date:	01/21/2026

FAQ

How much of NovaBay Pharmaceuticals (NBY) does Framework Ventures report owning?

The reporting persons beneficially own an aggregate of 56,806,080 shares of NovaBay common stock, representing approximately 45.0% of the 126,173,650 shares outstanding as of January 16, 2026.

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

The reporting persons are Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, and individuals Vance Spencer and Michael Ernest Anderson, each with shared voting and dispositive power over the same 56,806,080 shares.

What pre-funded warrants did Framework acquire from NovaBay (NBY) in January 2026?

On January 16, 2026, NovaBay, R01 Fund LP and Framework entered a securities purchase agreement under which R01 and Framework purchased January 2026 pre-funded warrants exercisable for NovaBay common stock at a purchase price of $0.17 per underlying share.

Are the shares underlying the January 2026 pre-funded warrants included in Framework’s 45% NovaBay ownership?

No. The January 2026 pre-funded warrants are not exercisable until six months after issuance, and their underlying shares are excluded from the reported ownership because they are not deemed beneficially owned under Rule 13d-3.

When do the NovaBay (NBY) January 2026 pre-funded warrants held by Framework vest?

The 2026 pre-funded warrants vest on a tiered basis: 20% become exercisable six months after execution of the securities purchase agreement, 30% after nine months and the remaining 50% after twelve months, in each case subject to receipt of stockholder approval.

What special rights did Framework receive under the NovaBay (NBY) investors’ rights agreement?

The investors’ rights agreement grants Framework demand registration rights for shares underlying the January 2026 pre-funded warrants, piggyback registration rights, and nomination rights to appoint one director to NovaBay’s board.

Does any person other than the reporting persons have rights to NovaBay (NBY) shares covered in this filing?

The filing states 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.