4//SEC Filing
Kazley Michael John 4
Accession 0001829126-25-008289
CIK 0001389545other
Filed
Oct 19, 8:00 PM ET
Accepted
Oct 20, 9:40 PM ET
Size
10.1 KB
Accession
0001829126-25-008289
Insider Transaction Report
Form 4
Kazley Michael John
DirectorChief Executive Officer10% Owner
Transactions
- Award
Series E Non-Voting Convertible Preferred Stock
2025-10-16+134,375→ 134,375 total(indirect: By R01 Entities)Exercise: $0.00From: 2025-10-16→ Common Stock (21,500,000 underlying) - Award
Series D Non-Voting Convertible Preferred Stock
2025-10-16+220,663→ 220,663 total(indirect: By R01 Entities)Exercise: $0.00From: 2025-10-16→ Common Stock (35,306,080 underlying)
Footnotes (3)
- [F1]On October 9, 2025, R01 Fund LP ("R01 LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which R01 LP purchased all of Seller's rights, title and interest in (i) 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") and (ii) the rights and obligation to purchase 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").
- [F2]Following stockholder approvals 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, at the Issuer's annual meeting on October 16, 2025 (the "Meeting"), (i) each share of Series D Convertible Preferred Stock will automatically convert into 160 shares of common stock at the option of the holder or within three business days of the Meeting, and (ii) the Issuer issued the Series E Preferred Stock, each share of which will automatically convert into 160 shares of common stock at the option of the holder or within thirty business days of the Meeting.
- [F3]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 R01 LP, 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 R01 LP. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager.
Documents
Issuer
NovaBay Pharmaceuticals, Inc.
CIK 0001389545
Entity typeother
Related Parties
1- filerCIK 0002091727
Filing Metadata
- Form type
- 4
- Filed
- Oct 19, 8:00 PM ET
- Accepted
- Oct 20, 9:40 PM ET
- Size
- 10.1 KB