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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001829126-25-006736 0001932843 XXXXXXXX LIVE 1 Common Stock, $0.01 par value 10/16/2025 false 0001389545 66987P409 NovaBay Pharmaceuticals, Inc. 2000 POWELL STREET, SUITE 1150 Emeryville CA 94608 DAVID E. LAZAR 646-768-8417 44, Tower 100 The Towers Winston Churchill San Francis Paitilla Panama City R1 07196 0001932843 N David E. Lazar PF N S1 1502080.00 0.00 1502080.00 0.00 1502080.00 N 19.99 IN The amount reflected under "Sole Dispositive Power" consists of 1,502,080 shares of the Issuer's Common Stock, $0.01 par value per share (the "Common Stock") that are issuable upon conversion of the Issuer's Series D Convertible Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock"), but does not include 4,885,920 shares of Common Stock issuable upon conversion of the Series D Preferred Stock that are convertible within 60 days because the conversion of such shares of Series D Preferred Stock are subject to a 19.99% beneficial ownership limitation. Further, the percentage reflected under "Percent of Class Represented by Amount in Row (11)" assumes that the Purchasers have not exercised the Series D Preferred Stock they acquired in the October 2025 Transactions (each as defined herein). Following such conversion, the Reporting Person's ownership percentage will be approximately 5%. Common Stock, $0.01 par value NovaBay Pharmaceuticals, Inc. 2000 POWELL STREET, SUITE 1150 Emeryville CA 94608 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Item 3 is hereby amended to add the following: Following the October 2025 Transactions (as described in Item 6 below), the Reporting Person owns 39,925 shares of Series D Preferred Stock. The aggregate purchase price of the 39,925 shares of Series D Preferred Stock directly beneficially owned by the Reporting Person is approximately $319,400. Item 4 is hereby amended to add the following: The October 2025 Purchase Agreement (as defined in Item 6 below) contains customary representations, warranties and agreements of the parties, as well as certain limitations and conditions, indemnification rights and other obligations. On October 9, 2025, in connection with his entry into the October 2025 Purchase Agreement, the Reporting Person resigned as Chief Executive Officer and director of the Issuer, to be effective upon the release of the Escrow Funds from the Escrow Agent (each as defined in the October 2025 Purchase Agreement) to the Reporting Person pursuant to the October 2025 Purchase Agreement. The aggregate percentage of Shares owned by the Reporting Person is based upon 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. As of the close of business on October 16, 2025, the Reporting Person beneficially owned 1,502,080 Shares. Percentage: Approximately 19.99% 1. Sole power to vote or direct vote: 1,502,080 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,502,080 4. Shared power to dispose or direct the disposition: 0 The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6. No person other than the Reporting Person 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 Shares. Not applicable. Item 6 is hereby amended to add the following: On October 9, 2025, the Reporting Person entered into a Securities Purchase Agreement (the "October 2025 Purchase Agreement") with R01 Fund LP ("R01 LP") and Framework Ventures IV L.P. ("Framework" and together with R01 LP, the "Purchasers") pursuant to which the Purchasers agreed to acquire from the Reporting Person all of the Reporting Person'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 Series E Preferred Stock for an additional $2,150,000 payable to the Issuer (the "October 2025 Transactions"). The closing of the transactions contemplated by the October 2025 Purchase Agreement was subject to the approval by the Issuer's 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, which approval was obtained at the Issuer's 2025 Annual Meeting of Stockholders on October 16, 2025 (the "Annual Meeting"), as well as certain other customary closing conditions. The Purchasers have the ability to waive such closing conditions. In connection with the October 2025 Purchase Agreement, the Issuer agreed to perform its covenants and obligations pursuant to the SPA dated as of August 19, 2025. The Preferred Stock remains subject certain conversion limitations as previously disclosed. Following the conclusion of the Annual Meeting, the Reporting Person entered into an agreement with the Poplar Entities pursuant to which the Voting Agreement was terminated. Following the consummation of the October 2025 Transactions, the Reporting Person (i) retains an aggregate of 39,925 shares of Series D Preferred Stock, convertible into 6,388,000 shares of the Issuer's Common Stock (subject to a beneficial ownership limitation) and (ii) no longer holds any shares of Series E Preferred Stock. The Reporting Person's ownership percentages reflected in this Amendment No. 1 assume that the Purchasers have not exercised the Series D Preferred Stock they acquired in the October 2025 Transactions. Following such conversion, the Reporting Person's ownership percentage will be approximately 5%. The foregoing description of the October 2025 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the October 2025 Purchase Agreement, which is filed as an exhibit to this Amendment No. 1, and is incorporated by reference herein. 99.1 Securities Purchase Agreement, dated as of October 9, 2025, by and among the Reporting Person, R01 Fund LP and Framework Ventures IV L.P. David E. Lazar /s/ David E. Lazar David E. Lazar 10/17/2025