NovaBay Pharmaceuticals, Inc.
16.20%
1,164,117
1389545
66987P409
Oct 8, 2025
Oct 15, 2025, 08:28 PM
Reporting Persons (5)
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 |
|---|---|---|---|---|---|
| Framework Ventures IV L.P. | Partnership | 16.20% | 1,164,117 | 0 | 1,164,117 |
| Framework Ventures Management LLC | Other | 16.20% | 1,164,117 | 0 | 1,164,117 |
| Framework Ventures IV GP LLC | Other | 16.20% | 1,164,117 | 0 | 1,164,117 |
| Vance Spencer | Individual | 16.20% | 1,164,117 | 0 | 1,164,117 |
| Michael Ernest Anderson | Individual | 16.20% | 1,164,117 | 0 | 1,164,117 |
Disclosure Items (7)
Common Stock, $0.01 par value
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Emeryville, CA, 94608
This statement is filed by Framework Ventures IV L.P. ("Framework LP"), Framework Ventures IV GP LLC ("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson, and together with Framework LP, Framework GP, Framework Management and Mr. Spencer, the "Reporting Persons"). Framework GP is the general partner of Framework LP. Framework Management is the investment manager of Framework LP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management.
The principal business address of each of the Reporting Persons is 600 Montgomery Street, Floor 42, San Francisco, CA 94111.
The principal business of each Reporting Person is: Framework LP, Investment fund; Framework GP, General partner of Framework LP; Framework Management, Investment manager of Framework LP and certain affiliated investment funds; Mr. Spencer and Mr. Anderson, Investment managers
None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Framework LP is a Delaware limited partnership. Framework GP is a Delaware limited liability company. Framework Management is a Delaware limited liability company. Mr. Spencer is a citizen of the United States of America. Mr. Anderson is a citizen of the United States of America.
Framework LP used working capital to purchase the Preferred Stock (as defined below) pursuant to the Purchase Agreement (as defined below) for an aggregate purchase price of $6,000,000.
The Reporting Persons each beneficially own an aggregate of 1,164,117 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 16.2% of the outstanding shares of Common Stock, based on the aggregate of 6,010,749 shares of Common Stock outstanding as of October 1, 2025, as reported in the Issuer's Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission on October 3, 2025.
1. Sole power to vote or direct vote: 0.00 2. Shared power to vote or direct vote: 1,164,117 3. Sole power to dispose or direct the disposition: 0.00 4. Shared power to dispose or direct the disposition: 1,164,117
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.
On October 9, 2025, Framework LP and R01 Fund LP ("R01" and together with Framework LP, the "Purchasers") entered into a certain Securities Purchase Agreement with David Lazar (the "Seller"), pursuant to which the Purchasers agreed to acquire from the Seller all of Seller's right, title and interest in (i) an aggregate of 441,325 shares of Series D Preferred Stock for $9,850,000 and (ii) the rights and obligations to purchase 268,750 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock (such shares of Series D Preferred Stock and Series E Non-Voting Convertible Preferred Stock, the "Preferred Stock") for an additional $2,150,000 payable to the Issuer (the agreement, the "Purchase Agreement"). The closing of the transactions contemplated by the Purchase Agreement is subject to the approval by the Issuer's stockholders (the "Stockholders") 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 2025 Annual Meeting of Stockholders to be held on October 16, 2025, as well as certain other customary closing conditions. The Purchasers have the ability to waive such closing conditions. In connection with the Purchase Agreement, the Issuer agreed to perform its covenants and obligations pursuant to a certain Securities Purchase Agreement dated as of August 19, 2025 between the Issuer and the Seller for the benefit of the Purchasers. The Preferred Stock is subject to certain conversion limitations as described below. The Preferred Stock may only be converted into shares up to an aggregate of 19.99% of the outstanding shares of Common Stock of the Issuer until such time, if ever, that Stockholder approval for such conversion or exercise, is obtained. Upon such approval by the Stockholders, each share of Preferred Stock will be convertible into 160 shares of Common Stock per share of Preferred Stock, or an aggregate of 113.6 million shares of Common Stock. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein.
Exhibit 99.1: Securities Purchase Agreement, dated as of October 9, 2025, by and among R01 Fund LP, Framework Ventures IV L.P. and David Lazar. Exhibit 99.2: Joint Filing Agreement, dated as of October 15, 2025, by and among Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson.