Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

The information disclosed in Item 3.02 of this Current Report on Form 8-K regarding the issuance and sale of the Pre-Funded Warrants is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

On October 9, 2025, David Elliot Lazar ("Lazar"), the former Chief Executive Officer and director of NovaBay Pharmaceuticals, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "SPA") with R01 Fund LP and Framework Ventures IV L.P. ("Framework," and together with R01, the "Purchasers"). Pursuant to the SPA, Mr. Lazar received an aggregate purchase price of $9,850,000 to (i) sell to the Purchasers an aggregate of 441,325 shares of the Company's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), and (ii) assign to the Purchasers his rights and obligations (the "Series E Rights") to purchase an aggregate of 268,750 shares of the Company's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock"), for an aggregate purchase price of $2,150,000, subject to certain conditions precedent. Following the satisfaction of all closing conditions, the transaction closed on October 17, 2025.

On October 16, 2025, at the Company's annual meeting of stockholders (the "Annual Meeting of Stockholders"), stockholders approved, along with several other proposals, the conversion of Series D Preferred Stock and Series E Preferred Stock into shares of common stock ("Stockholder Approval"). Each share of Series D Preferred Stock shall automatically convert into 160 shares of Common Stock, for an aggregate of 77,000,000 shares of Common Stock, three business days after Stockholder Approval.

On October 16, 2025, pursuant to the SPA, the Company filed the certificate of designations relating to the Series E Preferred Stock and, on October 17, 2025, following the payment to the Company of $2,150,000 by the Purchasers, issued 268,750 shares of the Series E Preferred Stock to the Purchasers. Each share of Series E Preferred Stock shall convert at the option of the holder or, otherwise, shall automatically convert 30 business days after Stockholder Approval, into 160 shares of Common Stock, for an aggregate of 43,000,000 shares of Common Stock.

Pre-Funded Warrants

On October 16, 2025, the Company issued and sold pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of 5,405,406 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to R01 and Framework in two transactions for aggregate gross proceeds of approximately $6,000,000. The purchase price was $1.10 per Pre-Funded Warrant, representing 110% of the closing price of the Common Stock on the day before the issuance, less the $0.01 exercise price for each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable for shares of Common Stock at any time after January 1, 2026, subject to receipt of stockholder approval.

The Pre-Funded Warrants were issued and sold in transactions exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D. The investors in these transactions are accredited investors as defined in Rule 501(a) of Regulation D. The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing summary of the terms of the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is filed herewith as Exhibit 4.1 and is incorporated by reference into Item 1.01 of this Current Report on Form 8-K.