SCHEDULE: Lazar Exits NovaBay Pharmaceuticals Reporting Threshold

David E. Lazar has filed an exit amendment for his Schedule 13D, reporting a 4.99% beneficial ownership in NovaBay Pharmaceuticals, Inc. following the conversion of preferred stock.

Summary

• David E. Lazar filed Amendment No. 2 to his Schedule 13D, which serves as a final amendment and an exit filing for the Reporting Person.
• The filing reports beneficial ownership of 6,388,000 shares of NovaBay Pharmaceuticals, Inc. Common Stock.
• This represents approximately 4.99% of the Issuer's Common Stock outstanding.
• The percentage is based on 127,894,134 shares of Common Stock outstanding as of January 29, 2026.
• The shares were acquired through the automatic conversion of Series D Convertible Preferred Stock into Common Stock.
• The conversion was approved by the Issuer's stockholders at the Annual Meeting and occurred three business days thereafter.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. While the conversion simplifies the capital structure, the exit of a significant shareholder from the 13D reporting requirement is primarily a procedural event with no immediate positive or negative implications for the company's operations or financial health.

Positives

• Stockholder approval of the Series D Preferred Stock conversion simplifies the company's capital structure by reducing the number of outstanding preferred shares.

Negatives

• The reporting person's beneficial ownership falling below the 5% threshold means they are no longer required to file Schedule 13D, potentially reducing transparency regarding their future holdings or influence.

Future Outlook

No specific forward-looking statements or guidance were provided in this filing.

Industry Context

StockSavvy.ai notes that a significant shareholder reducing their stake below the 5% reporting threshold, especially through a pre-approved conversion, often signals a procedural update rather than a change in the company's fundamental outlook. It indicates the reporting person is no longer an 'activist' investor requiring 13D filings.

Corporate Governance

Stakeholder Impact

• Shareholders: The conversion of preferred stock into common stock simplifies the capital structure, which can be beneficial for clarity and potentially for future equity valuations.
• Reporting Person (David E. Lazar): No longer subject to Schedule 13D reporting requirements for NovaBay Pharmaceuticals, Inc.

Next Steps

• The reporting person, David E. Lazar, is no longer required to file Schedule 13D amendments for NovaBay Pharmaceuticals, Inc. unless their beneficial ownership again exceeds 5%.

Key Dates

Recommendation

The filing is a procedural update regarding a significant shareholder's beneficial ownership falling below the 5% reporting threshold due to a pre-approved conversion of preferred stock. It does not introduce new financial performance data, strategic shifts, or material risks that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as existing investment theses are unlikely to be impacted.

Keywords

NovaBay Pharmaceuticals, David E. Lazar, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock Conversion, Exit Filing, Shareholder Update