Form 4: NovaBay 10% Owner Sells Significant Stake

David E. Lazar, a Director and 10% owner of NovaBay Pharmaceuticals, Inc., sold a substantial portion of his Series D Preferred Stock and rights to Series E Preferred Stock to institutional investors.

Summary

• David E. Lazar, a Director and 10% owner of NovaBay Pharmaceuticals, Inc. (NBY), sold 441,325 shares of Series D Convertible Preferred Stock for $9,850,000.
• The transaction also included the sale of rights and obligations to purchase 268,750 shares of Series E Preferred Stock for an additional $2,150,000, payable to the Issuer.
• The purchasers in this transaction were R01 Fund LP and Framework Ventures IV L.P.
• The closing of the transaction occurred on October 16, 2025, following the Issuer's annual meeting of stockholders.
• Each share of Series D Preferred Stock is convertible into 160 shares of NovaBay's Common Stock, meaning the sold Series D shares represented an equivalent of 70,612,000 common shares.
• The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual, and has no expiration date.
• Following the reported transaction, David E. Lazar beneficially owns 39,925 shares of Series D Preferred Stock.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale by a director and 10% owner, which can often be interpreted as a lack of confidence. However, this is partially mitigated by the transaction being pre-planned under Rule 10b5-1(c) and the company receiving a capital injection from the sale of Series E Preferred Stock rights.

Positives

• NovaBay Pharmaceuticals, Inc. will receive $2,150,000 from the purchasers for the rights to Series E Preferred Stock, providing a capital injection to the company.

Negatives

• A significant sale by a director and 10% owner, David E. Lazar, could be perceived negatively by the market, potentially signaling a lack of confidence, despite being a pre-planned transaction under Rule 10b5-1(c).

Risks

• The market perception of a large insider sale by a director and 10% owner could lead to negative investor sentiment or share price volatility.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the completion of this specific transaction.

Management Comments

• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

This filing primarily details an insider transaction and does not provide broader industry context or trends. The sale of preferred stock by a significant insider is an internal corporate event, though it can influence investor perception within the industry.

Related Party Transactions

• The transaction involves David E. Lazar, a Director and 10% owner of NovaBay Pharmaceuticals, Inc., selling securities to third-party purchasers, which is considered a related-party transaction due to his significant role and ownership.

Stakeholder Impact

• Shareholders may react to the significant insider sale, potentially leading to shifts in investor confidence and stock price.
• NovaBay Pharmaceuticals, Inc. (the Issuer) benefits from a $2,150,000 capital injection from the sale of Series E Preferred Stock rights, which could support its operations or strategic initiatives.

Key Dates

Keywords

NovaBay Pharmaceuticals, NBY, David E. Lazar, Insider Trading, Form 4, Preferred Stock, Series D, Series E, Stock Sale, 10b5-1 Plan, Director Transaction, 10% Owner