David E. Lazar - 16 Oct 2025 Form 4 Insider Report for NovaBay Pharmaceuticals, Inc. (NBY)
- Role
- 10%+ Owner
- Signature
- /s/ David E. Lazar
- Issuer symbol
- NBY
- Transactions as of
- 16 Oct 2025
- Net transactions value
- $0
- Form type
- 4
- Filing time
- 17 Oct 2025, 17:28:33 UTC
- Previous filing
- 26 Aug 2025
- Next filing
- 29 Jan 2026
- SEC
- View on sec.gov
Reporting Owners (1)
| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Lazar David E. | 10%+ Owner | PH THE TOWERS, TOWER 200, 30B, WINSTON CHURCHILL, PAITILLA, PANAMA CITY, PANAMA | /s/ David E. Lazar | 17 Oct 2025 | 0001932843 |
Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NBY | Series D Convertible Preferred Stock | Sale | -441,325 | -92% | 39,925 | 16 Oct 2025 | Common Stock | 70,612,000 | Direct | F1, F2, F3 |
* An asterisk sign (*) next to the price indicates that the price is likely invalid.
Explanation of Responses:
| Id | Content |
|---|---|
| F1 | The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration. Each share of Series D Preferred Stock is convertible into 160 shares of the Common Stock of NovaBay Pharmaceuticals, Inc. (the "Issuer") at any time, subject to certain ownership limitations. |
| F2 | The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date. |
| F3 | On October 9, 2025, David E. Lazar (the "Reporting Person") entered into a Securities 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 closing of the transaction occurred on October 16, 2025 following the Issuer's annual meeting of stockholders. |