NovaBay Pharmaceuticals, Inc.
45.00%
56,806,080
1389545
66987P409
Jan 15, 2026
Jan 21, 2026, 08:11 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| R01 Fund LP | Partnership | 45.00% | 56,806,080 | 0 | 56,806,080 |
| R01 Capital LLC | Other | 45.00% | 56,806,080 | 0 | 56,806,080 |
| R01 Capital Manager LLC | Other | 45.00% | 56,806,080 | 0 | 56,806,080 |
| Kazley Michael John | Individual | 45.00% | 56,806,080 | 0 | 56,806,080 |
Disclosure Items (5)
Common Stock, $0.01 par value
NovaBay Pharmaceuticals, Inc.
2000 POWELL STREET, SUITE 1150, EMERYVILLE, CA, 94608
The Reporting Persons beneficially own an aggregate of 56,806,080 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 45.0% of the outstanding shares of Common Stock, based on the aggregate of 126,173,650 shares of Common Stock outstanding as of January 16, 2026.
1. Sole power to vote or direct vote: 0.00 2. Shared power to vote or direct vote: 56,806,080 shares of Common Stock 3. Sole power to dispose or direct the disposition: 0.00 4. Shared power to dispose or direct the disposition: 56,806,080 shares of Common Stock
Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares.
Not applicable.
As described in Item 4 above, on January 16, 2026, the Company, R01 and Framework entered into the Securities Purchase Agreement and the Investors' Rights Agreement. The descriptions of the Securities Purchase Agreement and the Investors' Rights Agreement above do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and the Investors' Rights Agreement, which are filed as exhibits to this Amendment No. 2 to Schedule 13D, and are incorporated by reference herein.
Exhibit 99.1: Form of Pre-Funded Warrant (incorporated by reference to the Company's current report on Form 8-K filed on January 16, 2026). Exhibit 99.2: Investors' Rights Agreement (incorporated by reference to the Company's current report on Form 8-K filed on January 16, 2026).