NovaBay Pharmaceuticals Files 8-K

TL;DR

NovaBay filed a standard 8-K on 8/26/25. No major news yet.

AI Summary

NovaBay Pharmaceuticals, Inc. filed an 8-K on August 26, 2025, reporting other events and financial statements. The filing does not contain specific details about material events or financial performance within the provided text, but indicates a standard regulatory update.

Why It Matters

This filing serves as a routine update for investors and regulatory bodies, indicating that NovaBay Pharmaceuticals, Inc. has met its reporting obligations.

Risk Assessment

Risk Level: low — The filing is a routine 8-K without specific material events disclosed in the provided text, suggesting no immediate new risks.

Key Players & Entities

• NovaBay Pharmaceuticals, Inc. (company) — Registrant
• August 26, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-33678 (identifier) — Commission File Number
• 68-0454536 (identifier) — I.R.S. Employer Identification No.
• 2000 Powell Street, Suite 1150 (address) — Principal Executive Offices
• Emeryville, CA 94608 (address) — Principal Executive Offices
• (510) 899-8800 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share NBY NYSE American Indic
• $0.80 — ors declared a special cash dividend of $0.80 per share (the "Special Dividend") for
• $6.0 million — Lazar in two separate closings of up to $6.0 million in the aggregate in exchange for newly
• $8.00 — ries D Preferred Stock"), at a price of $8.00 per share for aggregate gross proceeds
• $3.85 million — regate gross proceeds to the Company of $3.85 million (the "First Closing"). The Purchase Agr
• $2.15 million — additional aggregate gross proceeds of $2.15 million at the second and final closing of the

Filing Documents

• novabay_8k.htm (8-K) — 32KB
• novabay_ex99-1.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001829126-25-006735.txt ( ) — 215KB
• nby-20250826.xsd (EX-101.SCH) — 3KB
• nby-20250826_lab.xml (EX-101.LAB) — 33KB
• nby-20250826_pre.xml (EX-101.PRE) — 22KB
• novabay_8k_htm.xml (XML) — 4KB

01

Item 8.01 Other Events. On August 26, 2025, the Special Transaction Committee of the Board of Directors (the "Special Transaction Committee") of NovaBay Pharmaceuticals, Inc. (the "Company") and the Company's Board of Directors declared a special cash dividend of $0.80 per share (the "Special Dividend") for the Company's common stock, par value $0.01 (the "Common Stock"). The Special Dividend will be payable on September 29, 2025 to stockholders of record of Common Stock at the close of business on September 15, 2025. A copy of the press release announcing the Special Dividend is attached hereto as Exhibit 99.1. The Company previously announced in a Current Report on Form 8-K filed with the SEC on August 19, 2025, that it had entered into a Securities Purchase Agreement (the "Purchase Agreement") with David E. Lazar, an Israeli and E.U. citizen residing in Panama, that provides for an investment by Mr. Lazar in two separate closings of up to $6.0 million in the aggregate in exchange for newly issued shares of Company preferred stock (the "Investment Transaction"). On the date the Purchase Agreement was entered into, Mr. Lazar completed the purchase of 481,250 shares of the Company's Series D non-voting convertible preferred stock, par value $0.01 per share (the "Series D Preferred Stock"), at a price of $8.00 per share for aggregate gross proceeds to the Company of $3.85 million (the "First Closing"). The Purchase Agreement contemplates that Mr. Lazar will separately purchase 268,750 shares of the Company's Series E non-voting convertible preferred stock, par value $0.01 per share, on the same terms as the Series D Preferred Stock resulting in additional aggregate gross proceeds of $2.15 million at the second and final closing of the Investment Transaction that is expected to occur by the end of the fourth quarter of 2025, subject to the satisfaction of certain conditions to closing as provided in the Purchase Agreement (the "Final Closing"). Neither the Series

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated August 26, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NovaBay Pharmaceuticals, Inc. By: /s/ David E. Lazar David E. Lazar Chief Executive Officer Dated: August 26, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR