Lazar David E. 4
4 · NovaBay Pharmaceuticals, Inc. · Filed Jan 29, 2026
Research Summary
AI-generated summary of this filing
NovaBay (NBY) 10% Owner David E. Lazar Receives 6.39M Shares
What Happened David E. Lazar, a reported 10% owner of NovaBay Pharmaceuticals (NBY), had 39,925 shares of Series D Preferred automatically convert into 6,388,000 shares of NovaBay common stock on October 21, 2025 (conversion ratio 160 common shares per Series D share). The conversion required no cash consideration. The filing also references an earlier October 2025 transaction in which Lazar sold 441,325 Series D shares for $9,850,000 and transferred rights to purchase Series E shares for $2,150,000; after that October closing he retained 39,925 Series D—which then converted. The Form 4 filed January 29, 2026 is described as an exit filing for the reporting person.
Key Details
- Transaction date: October 21, 2025 (automatic conversion reported as an acquisition of 6,388,000 common shares).
- Derivative disposition: 39,925 Series D Preferred shares converted (reported as a derivative disposition).
- Conversion terms: Each Series D share converts into 160 common shares; conversion was automatic three business days after the Oct 16, 2025 annual meeting. No cash per-share price was paid on conversion (N/A).
- Prior October 2025 sale: Sold 441,325 Series D for $9,850,000 and transferred rights to purchase 268,750 Series E for $2,150,000 (closed Oct 16, 2025).
- Shares owned after transaction: 6,388,000 common shares reported as acquired on the conversion.
- Filing timeliness: Form was filed Jan 29, 2026 for an Oct 21, 2025 event — this is a late filing (reported after the usual SEC reporting window).
- Remarks: The Form 4 is labeled an “exit filing” for the reporting person.
Context This was a securities conversion (preferred → common), not an open‑market buy or sale of common stock; no cash was exchanged at conversion, so it’s a corporate capital-structure event rather than a direct bullish or bearish trade by the insider. As a 10% owner, Lazar’s actions reflect ownership-level transactions (including the prior negotiated sale of most Series D shares) rather than routine executive market trading.
Insider Transaction Report
- Award
Common Stock
[F1]2025-10-21+6,388,000→ 6,388,000 total - Exercise/Conversion
Series D Convertible Preferred Stock
[F2][F4][F3]2025-10-21−39,925→ 0 total→ Common Stock (6,388,000 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
- [F4]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.