4//SEC Filing
R01 Capital LLC 4
Accession 0001437749-25-032855
CIK 0001389545other
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 9:38 PM ET
Size
13.9 KB
Accession
0001437749-25-032855
Insider Transaction Report
Form 4
R01 Fund LP
10% Owner
Transactions
- Conversion
Common Stock
2025-10-21+56,806,080→ 56,806,080 total - Purchase
Pre-Funded Warrants (Right to Buy)
2025-10-16+2,702,703→ 2,702,703 totalExercise: $0.01From: 2026-01-01→ Common Stock (2,702,703 underlying)
Kazley Michael John
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Pre-Funded Warrants (Right to Buy)
2025-10-16+2,702,703→ 2,702,703 totalExercise: $0.01From: 2026-01-01→ Common Stock (2,702,703 underlying) - Conversion
Common Stock
2025-10-21+56,806,080→ 56,806,080 total
R01 Capital LLC
10% Owner
Transactions
- Purchase
Pre-Funded Warrants (Right to Buy)
2025-10-16+2,702,703→ 2,702,703 totalExercise: $0.01From: 2026-01-01→ Common Stock (2,702,703 underlying) - Conversion
Common Stock
2025-10-21+56,806,080→ 56,806,080 total
R01 Capital Manager LLC
10% Owner
Transactions
- Purchase
Pre-Funded Warrants (Right to Buy)
2025-10-16+2,702,703→ 2,702,703 totalExercise: $0.01From: 2026-01-01→ Common Stock (2,702,703 underlying) - Conversion
Common Stock
2025-10-21+56,806,080→ 56,806,080 total
Footnotes (3)
- [F1]This represents (i) the conversion of 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") into 35,306,080 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") and (ii) the conversion of 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") into 21,500,000 shares of the Issuer's Common Stock, both of which occurred on October 21, 2025 following stockholder approval at the Issuer's annual meeting on October 16, 2025 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.
- [F2]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 the Reporting Person, 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 the Reporting Person. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager.
- [F3]On October 16, 2025, the Issuer issued and sold to the Reporting Person pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate 2,702,703 shares of the Issuer's Common Stock. The purchase price was $1.10 per 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 warrant. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock at any time after January 1, 2026, subject to receipt of stockholder approval.
Documents
Issuer
NovaBay Pharmaceuticals, Inc.
CIK 0001389545
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002091715
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 7:00 PM ET
- Accepted
- Nov 3, 9:38 PM ET
- Size
- 13.9 KB