Form 4: R01 Fund LP Boosts NovaBay Stake with Preferred Stock Conversion

R01 Fund LP, a 10% owner and affiliate of NovaBay Pharmaceuticals, Inc. CEO Michael Kazley, acquired convertible preferred stock that will convert into 56.8 million common shares.

Summary

• R01 Fund LP acquired 220,663 shares of NovaBay Pharmaceuticals' Series D Non-Voting Convertible Preferred Stock and the rights to purchase 134,375 shares of Series E Non-Voting Convertible Preferred Stock from David Lazar on October 9, 2025.
• The Series D Preferred Stock will automatically convert into 160 shares of common stock per preferred share, totaling 35,306,080 common shares, following stockholder approvals of proposals 5 and 9 at the annual meeting on October 16, 2025, or at the holder's option within three business days of the meeting.
• The Series E Preferred Stock, once issued, will automatically convert into 160 shares of common stock per preferred share, totaling 21,500,000 common shares, following stockholder approvals of proposals 5 and 9 at the annual meeting on October 16, 2025, or at the holder's option within thirty business days of the meeting.
• In total, these conversions represent a potential beneficial ownership of 56,806,080 common shares by R01 Fund LP.
• R01 Capital LLC, R01 Capital Manager LLC, and Michael Kazley (CEO of NovaBay Pharmaceuticals and managing member of R01 Capital Manager) are also reporting persons, disclaiming beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a 10% owner and the company's CEO, Michael Kazley, through the acquisition of convertible preferred stock, signals strong insider confidence in NovaBay Pharmaceuticals' future.

Positives

• Significant increase in beneficial ownership by a 10% owner and the company's CEO, Michael Kazley, signaling strong insider confidence.
• The acquisition of convertible preferred stock demonstrates a long-term commitment to the company's future.

Future Outlook

The acquired Series D and Series E Non-Voting Convertible Preferred Stock are expected to convert into NovaBay Pharmaceuticals' common stock following stockholder approvals of proposals 5 and 9 at the annual meeting on October 16, 2025, or at the holder's option within a specified timeframe.

Management Comments

• Michael Kazley, Chief Executive Officer of NovaBay Pharmaceuticals, Inc., is a reporting person and managing member of R01 Capital Manager LLC, which is the investment manager for R01 Capital LLC, the general partner of R01 Fund LP.

Industry Context

This insider transaction indicates strong confidence from a significant shareholder and the company's CEO, which can be a positive signal for investors within the biotechnology or pharmaceutical industry, suggesting belief in the company's future performance.

Corporate Governance

Related Party Transactions

• R01 Fund LP, a 10% owner of NovaBay Pharmaceuticals, Inc., acquired preferred stock from David Lazar. R01 Fund LP is affiliated with Michael Kazley, the CEO of NovaBay Pharmaceuticals, Inc., through a series of management entities.

Stakeholder Impact

• Shareholders may view the increased insider ownership as a positive indicator of management's belief in the company's long-term value, potentially boosting investor confidence.

Next Steps

• Conversion of Series D Preferred Stock into common stock within three business days of the October 16, 2025, annual meeting, or at the holder's option, following stockholder approvals.
• Issuance and conversion of Series E Preferred Stock into common stock within thirty business days of the October 16, 2025, annual meeting, or at the holder's option, following stockholder approvals.

Key Dates

Recommendation

Increased beneficial ownership by a 10% owner and the CEO signals strong confidence in the company's future prospects, which is generally a positive indicator for investors and suggests potential for future value appreciation.

Keywords

NovaBay Pharmaceuticals, NBY, R01 Fund LP, Michael Kazley, Form 4, Insider Transaction, Preferred Stock, Convertible Securities, Beneficial Ownership, SEC Filing