4//SEC Filing
Framework Ventures Management LLC 4
Accession 0001437749-25-032856
CIK 0001389545other
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 9:39 PM ET
Size
15.5 KB
Accession
0001437749-25-032856
Insider Transaction Report
Form 4
Framework Ventures IV L.P.
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
Framework Ventures IV GP LLC
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)
Spencer Vance
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
Anderson Michael Ernest
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)
Framework Ventures Management 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 Framework Ventures GP IV LLC ("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and the Reporting Person, the "Framework 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. Framework GP is the general partner of the Reporting Person. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management.
- [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 0002091751
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 7:00 PM ET
- Accepted
- Nov 3, 9:39 PM ET
- Size
- 15.5 KB