Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Lazar David E. 2. Issuer Name and Ticker or Trading Symbol NovaBay Pharmaceuticals, Inc. [NBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 44, TOWER 100, THE TOWERS, WINSTON CHURCHILL, PAITILLA 3. Date of Earliest Transaction (Month/Day/Year) 10/21/2025 (Street) PANAMA CITY, R1 07196 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/21/2025 A 6,388,000 A (1) 6,388,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Convertible Preferred Stock

(2)

10/21/2025

M

39,925

(3)

(3)

Common Stock

6,388,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lazar David E. 44, TOWER 100, THE TOWERS WINSTON CHURCHILL, PAITILLA PANAMA CITY, R1 07196		X

Signatures

/s/ David E. Lazar		01/29/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares of Common Stock reported herein were issued upon the automatic conversion of the Series D Preferred Stock held by the Reporting Person three business days after the annual meeting of stockholders (the "Annual Meeting") of NovaBay Pharmaceuticals, Inc. (the "Issuer"), which occurred on October 16, 2025.
(2)	The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration. Each share of Series D Preferred Stock is convertible into 160 shares of the Issuer's Common Stock at any time, subject to certain ownership limitations.
(3)	The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
(4)	On October 9, 2025, David E. Lazar (the "Reporting Person") entered into a Securities Purchase Agreement pursuant to which the the Reporting Person sold all of his 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 Transaction"). The closing of the October Transaction occurred on October 16, 2025 following the Issuer's Annual Meeting. Following the October Transaction, the Reporting Person retained 39,925 shares of Series D Preferred Stock, which automatically converted into shares of hte Issuer's Common Stock three business days after the Annual Meeting.
Remarks: The filing of this Form 4 constitutes an exit filing for the Reporting Person.

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