NovaBay Pharmaceuticals, Inc. 8-K

What Happened
NovaBay Pharmaceuticals, Inc. filed an 8-K on January 16, 2026 saying it entered a Securities Purchase Agreement with R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V., and Sky Frontier Foundation to sell pre-funded warrants for gross proceeds of approximately $134 million. The company issued 837,696,130 pre-funded warrants at $0.17 each; each warrant is exercisable for one share of common stock at an exercise price of $0.01 per share on a tiered schedule, subject to stockholder approval.

Key Details

• Transaction date: January 16, 2026. Purchasers: R01 Fund LP; Framework Ventures IV L.P.; Tether Investments, S.A. de C.V.; Sky Frontier Foundation.
• Amount raised: ~ $134 million gross; number of pre-funded warrants sold: 837,696,130; purchase price: $0.17 per warrant.
• Exercise terms: $0.01 per share exercise price; 20% exercisable after 6 months, 30% after 9 months, 50% after 12 months — each tranche subject to stockholder approval.
• Governance/rights: Purchasers have a consent right over any material amendment to NovaBay’s Digital Asset Strategy for 24 months if they retain at least 50% of their original holdings. Securities were sold to accredited investors in a Reg D/Section 4(a)(2) exemption.
• The filing includes an Investors’ Rights Agreement and a supplemental disclosure (Exhibit 99.1) with additional business, asset and related-party information.

Why It Matters

• Liquidity and runway: The transaction provides NovaBay with roughly $134M in immediate gross proceeds, strengthening cash resources.
• Potential dilution: If all pre-funded warrants are ultimately exercised, up to 837,696,130 new shares could be issued, which would materially increase the company’s outstanding share count (exercise is subject to stockholder approval and the tiered timetable).
• Strategic control: The purchasers’ consent right over changes to NovaBay’s Digital Asset Strategy for two years could limit the company’s ability to modify that strategy without investor approval, impacting strategic flexibility.
• Regulatory/transfer limits: The securities are unregistered and were sold to accredited investors under applicable exemptions; resale is restricted unless registered or exempt.

Investors should review the company’s Exhibit 99.1 supplemental disclosure and the SPA/Pre-Funded Warrant forms (filed as exhibits) for full terms and any related-party details.