NBY 13D/A: Lazar discloses 19.99% stake, governance changes

Rhea-AI Filing Summary

NovaBay Pharmaceuticals (NBY) received an amended Schedule 13D from David E. Lazar detailing ownership and recent transactions. As of the close on October 16, 2025, he beneficially owned 1,502,080 shares of common stock, representing 19.99% of the class, based on 6,010,749 shares outstanding as of October 1, 2025 from a recent registration statement.

Lazar reported holding 39,925 shares of Series D Preferred Stock (aggregate purchase price approximately $319,400). On October 9, 2025, he entered a Securities Purchase Agreement with R01 Fund LP and Framework Ventures IV L.P. for the sale of 441,325 Series D Preferred for $9,850,000 and the transfer of rights to purchase 268,750 Series E Preferred for an additional $2,150,000 payable to the company. Required stockholder approvals were obtained at the October 16, 2025 annual meeting. He also resigned as CEO and director, effective upon release of escrow funds.

The preferred stock remains subject to a 19.99% beneficial ownership limitation.

Insights

Equity ownership & governance analyst

Large holder update with leadership change; neutral impact.

David E. Lazar reports 19.99% beneficial ownership of NovaBay common stock as of October 16, 2025, tied to shares issuable from preferred stock subject to a 19.99% cap. The ownership base used is 6,010,749 shares outstanding as of October 1, 2025.

He executed a sale of 441,325 Series D Preferred for $9,850,000 and transferred rights to purchase 268,750 Series E Preferred for an additional $2,150,000 payable to the issuer, contingent on shareholder approval received on October 16, 2025. He retains 39,925 Series D and resigned as CEO/director effective upon escrow release.

The filing outlines permitted conversions under a beneficial ownership limit; actual market impact depends on holder actions and conversion timing as allowed by those limits.

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)

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

(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

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 1,502,080.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,502,080.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,502,080.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amount reflected under "Sole Dispositive Power" consists of 1,502,080 shares of the Issuer's Common Stock, $0.01 par value per share (the "Common Stock") that are issuable upon conversion of the Issuer's Series D Convertible Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock"), but does not include 4,885,920 shares of Common Stock issuable upon conversion of the Series D Preferred Stock that are convertible within 60 days because the conversion of such shares of Series D Preferred Stock are subject to a 19.99% beneficial ownership limitation. Further, the percentage reflected under "Percent of Class Represented by Amount in Row (11)" assumes that the Purchasers have not exercised the Series D Preferred Stock they acquired in the October 2025 Transactions (each as defined herein). Following such conversion, the Reporting Person's ownership percentage will be approximately 5%.

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. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended to add the following: Following the October 2025 Transactions (as described in Item 6 below), the Reporting Person owns 39,925 shares of Series D Preferred Stock. The aggregate purchase price of the 39,925 shares of Series D Preferred Stock directly beneficially owned by the Reporting Person is approximately $319,400.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The October 2025 Purchase Agreement (as defined in Item 6 below) contains customary representations, warranties and agreements of the parties, as well as certain limitations and conditions, indemnification rights and other obligations. On October 9, 2025, in connection with his entry into the October 2025 Purchase Agreement, the Reporting Person resigned as Chief Executive Officer and director of the Issuer, to be effective upon the release of the Escrow Funds from the Escrow Agent (each as defined in the October 2025 Purchase Agreement) to the Reporting Person pursuant to the October 2025 Purchase Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares owned by the Reporting Person is based upon 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. As of the close of business on October 16, 2025, the Reporting Person beneficially owned 1,502,080 Shares. Percentage: Approximately 19.99%
(b)	1. Sole power to vote or direct vote: 1,502,080 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,502,080 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: On October 9, 2025, the Reporting Person entered into a Securities Purchase Agreement (the "October 2025 Purchase Agreement") with R01 Fund LP ("R01 LP") and Framework Ventures IV L.P. ("Framework" and together with R01 LP, the "Purchasers") pursuant to which the Purchasers agreed to acquire from the Reporting Person all of the Reporting Person's right, title and interest in (i) an aggregate of 441,325 shares of Series D Preferred Stock for $9,850,000 and (ii) the rights and obligations to purchase 268,750 shares of Series E Preferred Stock for an additional $2,150,000 payable to the Issuer (the "October 2025 Transactions"). The closing of the transactions contemplated by the October 2025 Purchase Agreement was subject to the approval by the Issuer's stockholders of proposals 5 and 9 set forth in the Issuer's Definitive Proxy Statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on September 23, 2025, which approval was obtained at the Issuer's 2025 Annual Meeting of Stockholders on October 16, 2025 (the "Annual Meeting"), as well as certain other customary closing conditions. The Purchasers have the ability to waive such closing conditions. In connection with the October 2025 Purchase Agreement, the Issuer agreed to perform its covenants and obligations pursuant to the SPA dated as of August 19, 2025. The Preferred Stock remains subject certain conversion limitations as previously disclosed. Following the conclusion of the Annual Meeting, the Reporting Person entered into an agreement with the Poplar Entities pursuant to which the Voting Agreement was terminated. Following the consummation of the October 2025 Transactions, the Reporting Person (i) retains an aggregate of 39,925 shares of Series D Preferred Stock, convertible into 6,388,000 shares of the Issuer's Common Stock (subject to a beneficial ownership limitation) and (ii) no longer holds any shares of Series E Preferred Stock. The Reporting Person's ownership percentages reflected in this Amendment No. 1 assume that the Purchasers have not exercised the Series D Preferred Stock they acquired in the October 2025 Transactions. Following such conversion, the Reporting Person's ownership percentage will be approximately 5%. The foregoing description of the October 2025 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the October 2025 Purchase Agreement, which is filed as an exhibit to this Amendment No. 1, and is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	99.1 Securities Purchase Agreement, dated as of October 9, 2025, by and among the Reporting Person, R01 Fund LP and Framework Ventures IV L.P.

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:	10/17/2025

FAQ

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

He reported beneficial ownership of 1,502,080 shares, or 19.99% of the class as of October 16, 2025, based on 6,010,749 shares outstanding as of October 1, 2025.

What transactions did the 13D/A disclose for NovaBay (NBY)?

An agreement to sell 441,325 Series D Preferred for $9,850,000 and transfer rights to purchase 268,750 Series E Preferred for $2,150,000 payable to the issuer.

Did NovaBay (NBY) shareholders approve conditions tied to these transactions?

Yes. Required approvals were obtained at the October 16, 2025 annual meeting.

What preferred stock does Lazar retain in NovaBay (NBY)?

He retains 39,925 shares of Series D Preferred Stock, subject to a 19.99% beneficial ownership limitation on conversion.

Did David E. Lazar change roles at NovaBay (NBY)?

He resigned as Chief Executive Officer and director, effective upon release of escrow funds.

What was the reported cost basis for Lazar’s retained Series D Preferred?

The aggregate purchase price for the 39,925 Series D shares was approximately $319,400.