David E. Lazar - 21 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
21 Oct 2025
Net transactions value
$0
Form type
4
Filing time
29 Jan 2026, 19:30:12 UTC
Previous filing
17 Oct 2025
Next filing
02 Dec 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Lazar David E. 10%+ Owner 44, TOWER 100, THE TOWERS, WINSTON CHURCHILL, PAITILLA, PANAMA CITY, PANAMA /s/ David E. Lazar 29 Jan 2026 0001932843

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NBY Common Stock Award +6,388,000 6,388,000 21 Oct 2025 Direct F1

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 Options Exercise -39,925 -100% 0 21 Oct 2025 Common Stock 6,388,000 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David E. Lazar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The shares of Common Stock reported herein were issued upon the automatic conversion of the Series D Preferred Stock held by the Reporting Person three business days after the annual meeting of stockholders (the "Annual Meeting") of NovaBay Pharmaceuticals, Inc. (the "Issuer"), which occurred on October 16, 2025.
F2 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 Issuer's Common Stock at any time, subject to certain ownership limitations.
F3 The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
F4 On October 9, 2025, David E. Lazar (the "Reporting Person") entered into a Securities Purchase Agreement pursuant to which the the Reporting Person sold all of his 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 Transaction"). The closing of the October Transaction occurred on October 16, 2025 following the Issuer's Annual Meeting. Following the October Transaction, the Reporting Person retained 39,925 shares of Series D Preferred Stock, which automatically converted into shares of hte Issuer's Common Stock three business days after the Annual Meeting.

Remarks:

The filing of this Form 4 constitutes an exit filing for the Reporting Person.