R01 Fund LP - Oct 16, 2025 Form 4 Insider Report for NovaBay Pharmaceuticals, Inc. (NBY)

Role
10%+ Owner
Signature
/s/ Michael Kazley
Stock symbol
NBY
Transactions as of
Oct 16, 2025
Transactions value $
$0
Form type
4
Date filed
10/20/2025, 09:39 PM
Previous filing
Oct 20, 2025
SEC
View on sec.gov

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
R01 Fund LP 10%+ Owner 1111 LINCOLN ROAD, SUITE 500, MIAMI BEACH /s/ Michael Kazley 2025-10-20 0001990517
R01 Capital LLC 10%+ Owner C/O R01 CAPITAL LLC, 1111 LINCOLN AVENUE, SUITE 500, MIAMI BEACH /s/ Michael Kazley 2025-10-20 0002091715
R01 Capital Manager LLC 10%+ Owner C/O R01 CAPITAL LLC, 1111 LINCOLN AVENUE, SUITE 500, MIAMI BEACH /s/ Michael Kazley 2025-10-20 0002091724
Kazley Michael John Chief Executive Officer, Director, 10%+ Owner 1111 LINCOLN ROAD, SUITE 500, MIAMI BEACH /s/ Michael Kazley 2025-10-20 0002091727

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NBY Series D Non-Voting Convertible Preferred Stock Award $0 +221K $0.00 221K Oct 16, 2025 Common Stock 35.3M $0.00 Direct F1, F2, F3
transaction NBY Series E Non-Voting Convertible Preferred Stock Award $0 +134K $0.00 134K Oct 16, 2025 Common Stock 21.5M $0.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 9, 2025, R01 Fund LP ("R01 LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which R01 LP purchased all of Seller's rights, title and interest in (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock") and (ii) the rights and obligation to purchase 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock").
F2 Following stockholder approvals 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 annual meeting on October 16, 2025 (the "Meeting"), (i) each share of Series D Convertible Preferred Stock will automatically convert into 160 shares of common stock at the option of the holder or within three business days of the Meeting, and (ii) the Issuer issued the Series E Preferred Stock, each share of which will automatically convert into 160 shares of common stock at the option of the holder or within thirty business days of the Meeting.
F3 The reported securities may also be deemed to be beneficially owned by R01 Capital LLC ("R01 Capital"), R01 Capital Manager LLC ("R01 Capital Manager") and Michael Kazley ("Mr. Kazley" and together with R01 Capital, R01 Capital Manager and R01 LP, the "R01 Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. R01 Capital is the general partner of R01 LP. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager.

Remarks:

Exhibit 99.1 - Joint Filing Agreement