Lazar David E. 4

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.