NovaBay Pharmaceuticals Files 8-K with Key Corporate Changes
Ticker: NBY · Form: 8-K · Filed: Oct 20, 2025 · CIK: 1389545
Sentiment: neutral
Topics: material-agreement, equity-sale, change-of-control, leadership-change
Related Tickers: NBY
TL;DR
NovaBay 8-K drops: new deals, stock sales, leadership shakeup, and possible control change.
AI Summary
NovaBay Pharmaceuticals, Inc. filed an 8-K on October 20, 2025, reporting events as of October 16, 2025. The filing indicates several key items including entry into a material definitive agreement, unregistered sales of equity securities, and changes in control of the registrant. It also details departures and elections of directors and officers, as well as compensatory arrangements.
Why It Matters
This 8-K filing signals significant corporate actions at NovaBay Pharmaceuticals, potentially impacting its strategic direction, leadership, and shareholder value.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities and potential changes in control, which can introduce uncertainty and risk for investors.
Key Players & Entities
- NovaBay Pharmaceuticals, Inc. (company) — Registrant
- October 16, 2025 (date) — Earliest event reported
- October 20, 2025 (date) — Filing date
FAQ
What is the nature of the material definitive agreement entered into by NovaBay Pharmaceuticals?
The filing indicates an 'Entry into a Material Definitive Agreement' as an item information, but the specific details of the agreement are not provided in the excerpt.
What were the circumstances of the unregistered sales of equity securities?
The filing lists 'Unregistered Sales of Equity Securities' as an item, suggesting that equity was sold without registration under securities laws, but specific details like the amount or price are not in the excerpt.
What changes in control of NovaBay Pharmaceuticals are indicated?
The filing notes 'Changes in Control of Registrant' as an item, implying a significant shift in the company's ownership or control structure, though specifics are not detailed here.
Who are the specific officers or directors who departed or were elected/appointed?
The filing mentions 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers,' indicating personnel changes, but the names are not provided in this excerpt.
Are there any amendments to NovaBay's articles of incorporation or bylaws mentioned?
The filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, suggesting potential changes to the company's governing documents or fiscal year, but the details are not included in the excerpt.
Filing Stats: 2,375 words · 10 min read · ~8 pages · Grade level 10.4 · Accepted 2025-10-20 08:47:58
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share NBY NYSE American Indic
- $9,850,000 — received an aggregate purchase price of $9,850,000 to (i) sell to the Purchasers an aggreg
- $2,150,000 — k"), for an aggregate purchase price of $2,150,000, subject to certain conditions preceden
- $2,150,000 b — following the payment to the Company of $2,150,000 by the Purchasers, issued 268,750 shares
- $6,000,000 — gregate gross proceeds of approximately $6,000,000. The purchase price was $1.10 per Pre-F
- $1.10 — tely $6,000,000. The purchase price was $1.10 per Pre-Funded Warrant, representing 11
- $40,000 — nsideration, with an aggregate value of $40,000, at a price per share which may be belo
- $0 — hares of our preferred stock, par value $0.01, from 5,000,000 to 10,000,000. The
Filing Documents
- novabay_8k.htm (8-K) — 84KB
- novabay_ex3-1.htm (EX-3.1) — 9KB
- novabay_ex4-1.htm (EX-4.1) — 110KB
- 0001829126-25-008237.txt ( ) — 401KB
- nby-20251016.xsd (EX-101.SCH) — 3KB
- nby-20251016_lab.xml (EX-101.LAB) — 33KB
- nby-20251016_pre.xml (EX-101.PRE) — 22KB
- novabay_8k_htm.xml (XML) — 4KB
01. Entry Into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement. The information disclosed in Item 3.02 of this Current Report on Form 8-K regarding the issuance and sale of the Pre-Funded Warrants is incorporated herein by reference.
02. Unregistered Sale of Equity Securities
Item 3.02. Unregistered Sale of Equity Securities. On October 9, 2025, David Elliot Lazar ("Lazar"), the former Chief Executive Officer and director of NovaBay Pharmaceuticals, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "SPA") with R01 Fund LP and Framework Ventures IV L.P. ("Framework," and together with R01, the "Purchasers"). Pursuant to the SPA, Mr. Lazar received an aggregate purchase price of $9,850,000 to (i) sell to the Purchasers an aggregate of 441,325 shares of the Company's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), and (ii) assign to the Purchasers his rights and obligations (the "Series E Rights") to purchase an aggregate of 268,750 shares of the Company's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock"), for an aggregate purchase price of $2,150,000, subject to certain conditions precedent. Following the satisfaction of all closing conditions, the transaction closed on October 17, 2025. On October 16, 2025, at the Company's annual meeting of stockholders (the "Annual Meeting of Stockholders"), stockholders approved, along with several other proposals, the conversion of Series D Preferred Stock and Series E Preferred Stock into shares of common stock ("Stockholder Approval"). Each share of Series D Preferred Stock shall automatically convert into 160 shares of Common Stock, for an aggregate of 77,000,000 shares of Common Stock, three business days after Stockholder Approval. On October 16, 2025, pursuant to the SPA, the Company filed the certificate of designations relating to the Series E Preferred Stock and, on October 17, 2025, following the payment to the Company of $2,150,000 by the Purchasers, issued 268,750 shares of the Series E Preferred Stock to the Purchasers. Each share of Series E Preferred Stock shall convert at the option of the holder or, otherwise, shall automatically convert 30 b
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, thereunto duly authorized. Date: October 20, 2025 NovaBay Pharmaceuticals, Inc. By: /s/ Tommy Law Name: Tommy Law Title: Chief Financial Officer 6