NBY ownership update: Framework reports 45.1% via converts, new warrant

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY): Schedule 13D/A — Framework Ventures IV L.P. and related reporting persons disclosed beneficial ownership of 56,806,080 shares of Common Stock, representing 45.1% of the class. The filing states shared voting and dispositive power over 56,806,080 shares and no sole power.

The position reflects 220,663 shares of Series D Non‑Voting Convertible Preferred Stock (convertible into a maximum of 35,306,080 common shares) and 134,375 shares of Series E Non‑Voting Convertible Preferred Stock (convertible into a maximum of 21,500,000 common shares). Shares outstanding were 6,010,749 as of October 1, 2025.

Item 6 notes a pre-funded warrant giving the right to purchase 2,702,703 common shares, not exercisable until January 1, 2026 and not exercisable in full until stockholders approve the issuance of those shares.

Insights

Equity ownership & governance analyst

Large disclosed stake (45.1%) with conditional warrant; neutral impact.

The reporting group lists beneficial ownership of 56,806,080 NovaBay common shares, or 45.1%, with shared voting and dispositive power and no sole power. The stake is driven by convertible preferred holdings: Series D (up to 35,306,080 shares) and Series E (up to 21,500,000 shares). The baseline common shares outstanding were 6,010,749 as of October 1, 2025.

Item 6 adds a pre-funded warrant for 2,702,703 shares, which is not exercisable until January 1, 2026 and not exercisable in its entirety until stockholder approval of the share issuance. These conditions gate any additional voting or economic exposure from the warrant until satisfied.

Ownership disclosures can influence control dynamics, but actual impact depends on conversion and exercise decisions under the stated limits and approvals. Subsequent filings may provide updates if conversions or approvals occur.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

10/16/2025

(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

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)

45.1 %

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 (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 35,306,080 shares of the Issuer's Common Stock, and (ii) 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 21,500,000 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 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively.

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)

45.1 %

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 (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 35,306,080 shares of the Issuer's Common Stock, and (ii) 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 21,500,000 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 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively.

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)

45.1 %

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 (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 35,306,080 shares of the Issuer's Common Stock, and (ii) 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 21,500,000 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 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively.

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Vance Spencer

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)

45.1 %

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 (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 35,306,080 shares of the Issuer's Common Stock, and (ii) 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 21,500,000 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 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively.

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Michael Ernest Anderson

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)

45.1 %

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 (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 35,306,080 shares of the Issuer's Common Stock, and (ii) 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, which is convertible into a maximum of 21,500,000 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 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively.

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. 1 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025 (as amended, the "Statement") by the Reporting Persons with respect to the Common Stock of NovaBay Pharmaceuticals, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information in the Statement remains unchanged. This Amendment No. 1 is being filed to report (i) the convertibility of the Series D Non-Voting Convertible Preferred Stock following approval by the Stockholders at the Meeting and (ii) the issuance to the Reporting Persons of 134,375 shares of the Issuer's Series E Preferred Stock that are convertible, at the holder's election, into 21,500,000 shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons each beneficially own an aggregate of 56,806,080 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 45.1% of the outstanding shares of Common Stock, based on the aggregate of 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively, each of which were approved at the Meeting.
(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
	On October 15, 2025, the Reporting Persons entered into a pre-funded warrant contract with the Company pursuant to which they purchased the right to purchase a total of 2,702,703 shares of Common Stock. The warrant is not exercisable at all until January 1, 2026 and not exercisable in its entirety until the Stockholders approve the issuance of the 2,702,703 shares of Common Stock subject to the warrant.
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 October 20, 2025). https://www.sec.gov/Archives/edgar/data/1389545/000182912625008237/novabay_ex4-1.htm

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:	10/20/2025

Framework Ventures Management LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	10/20/2025

Framework Ventures IV GP LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	10/20/2025

Vance Spencer

Signature:	/s/ Vance Spencer
Name/Title:	Vance Spencer
Date:	10/20/2025

Michael Ernest Anderson

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson
Date:	10/20/2025

FAQ

What stake did Framework report in NovaBay (NBY) in this 13D/A?

They reported 56,806,080 shares beneficially owned, representing 45.1% of NovaBay’s common stock.

How is the 56,806,080-share position in NBY constructed?

It reflects Series D preferred convertible into up to 35,306,080 shares and Series E preferred convertible into up to 21,500,000 shares.

What are NovaBay’s shares outstanding used for the ownership calculation?

The calculation uses 6,010,749 shares outstanding as of October 1, 2025.

Do the reporting persons have sole or shared voting power over NBY shares?

They report 0 sole voting power and 56,806,080 shares with shared voting power.

What are the terms of the pre-funded warrant mentioned in Item 6?

It covers 2,702,703 shares, is not exercisable until January 1, 2026, and not exercisable in its entirety until stockholder approval.

Who are the reporting persons associated with this NBY 13D/A?

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