NovaBay Pharmaceuticals, Inc.
45.10%
56,806,080
1389545
66987P409
Oct 15, 2025
Oct 20, 2025, 09:42 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 | 45.10% | 56,806,080 | 0 | 56,806,080 |
| Framework Ventures Management LLC | Other | 45.10% | 56,806,080 | 0 | 56,806,080 |
| Framework Ventures IV GP LLC | Other | 45.10% | 56,806,080 | 0 | 56,806,080 |
| Vance Spencer | Individual | 45.10% | 56,806,080 | 0 | 56,806,080 |
| Michael Ernest Anderson | Individual | 45.10% | 56,806,080 | 0 | 56,806,080 |
Disclosure Items (4)
Common Stock, $0.01 par value
NovaBay Pharmaceuticals, Inc.
The Reporting Persons each beneficially own an aggregate of 56,806,080 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 45.1% 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, and 77,000,000 shares and 43,000,000 shares of Common Stock underlying the Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock, respectively, each of which were approved at the Meeting.
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.
On October 15, 2025, the Reporting Persons entered into a pre-funded warrant contract with the Company pursuant to which they purchased the right to purchase a total of 2,702,703 shares of Common Stock. The warrant is not exercisable at all until January 1, 2026 and not exercisable in its entirety until the Stockholders approve the issuance of the 2,702,703 shares of Common Stock subject to the warrant.
Exhibit 99.1: Form of Pre-Funded Warrant (incorporated by reference to the Company's current report on Form 8-K filed on October 20, 2025). https://www.sec.gov/Archives/edgar/data/1389545/000182912625008237/novabay_ex4-1.htm