Framework Ventures IV L.P. - Oct 9, 2025 Form 3/A - Amendment Insider Report for NovaBay Pharmaceuticals, Inc. (NBY)

Role
10%+ Owner
Signature
/s/ Michael Ernest Anderson
Stock symbol
NBY
Transactions as of
Oct 9, 2025
Transactions value $
$0
Form type
3/A - Amendment
Date filed
10/22/2025, 09:22 PM
Date Of Original Report
Oct 20, 2025
Next filing
Oct 22, 2025
SEC
View on sec.gov

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
Framework Ventures IV L.P. 10%+ Owner 600 MONTGOMERY STREET, FLOOR 42, SAN FRANCISCO /s/ Michael Ernest Anderson 2025-10-22 0002028474
Framework Ventures Management LLC 10%+ Owner 600 MONTGOMERY STREET. FLOOR 42, SAN FRANCISCO /s/ Michael Ernest Anderson 2025-10-22 0002091751
Framework Ventures IV GP LLC 10%+ Owner 600 MONTGOMERY STREET, FLOOR 42, SAN FRANCISCO /s/ Michael Ernest Anderson 2025-10-22 0002092591
Anderson Michael Ernest 10%+ Owner 600 MONTGOMERY STREET, FLOOR 42, SAN FRANCISCO /s/ Michael Ernest Anderson 2025-10-22 0002093174
Spencer Vance 10%+ Owner 600 MONTGOMERY STREET, FLOOR 42, SAN FRANCISCO /s/ Vance Spencer 2025-10-22 0002092030

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
holding NBY Series D Non-Voting Convertible Preferred Stock Oct 9, 2025 Common Stock 1.16M $0.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 9, 2025, Framework Ventures IV L.P. ("Framework LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which Framework LP purchased all of Seller's rights, title and interest in (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), which is convertible into a maximum of 1,164,117 shares of the Issuer's Common Stock and (ii) the rights and obligation to purchase 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock").
F2 Following stockholder approval 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, at the Issuer's annual meeting on October 16, 2025 (the "Meeting"), (i) each share of Series D Preferred Stock will automatically convert into 160 shares of common stock at the option of the holder or within three business days of the Meeting, and (ii) the Issuer will issue the Series E Preferred Stock, each share of which will automatically convert into 160 shares of common stock at the option of the holder or within thirty business days of the Meeting.
F3 The reported securities may also be deemed to be beneficially owned by Framework Ventures GP IV LLC ("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and Framework LP, the "Framework Entities"), each of which or whom disclaim beneficial ownership of these shares except to the extent of its or his pecuniary interest in such shares, if any. Framework GP is the general partner of Framework LP. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management.

Remarks:

This filing amends the Form 3 filed on October 20, 2025 solely to reflect the addition of Michael Ernest Anderson as a reporting person. Mr. Anderson had not yet obtained EDGAR codes at the time of filing the prior Form 3 and has since obtained EDGAR codes. Framework LP, Framework GP, Framework Management, Mr. Spencer and Mr. Anderson are jointly filing this Form 3 pursuant to the Joint Filing Agreement, dated October 20, 2025, filed with the Securities and Exchange Commission herewith (the "Joint Filing Agreement"). Exhibit List: Exhibit 99.1 - Joint Filing Agreement.