Form SCHEDULE 13D/A NovaBay Pharmaceuticals, Filed by: Lazar David E.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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NovaBay Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
66987P409 (CUSIP Number) |
DAVID E. LAZAR 44, Tower 100, The Towers, Winston Churchill San Francisco Paitilla Panama City, R1, 07196 646-768-8417 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 66987P409 |
| 1 |
Name of reporting person
David E. Lazar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PORTUGAL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,388,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amount reflected under "Sole Dispositive Power" consists of 6,388,000 shares of the Issuer's Common Stock, $0.01 par value per share (the "Common Stock") that were issued following the automatic conversion of the Issuer's Series D Convertible Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock") as described in Item 6 below.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
NovaBay Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 POWELL STREET, SUITE 1150, Emeryville,
CALIFORNIA
, 94608. | |
Item 1 Comment:
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. As a result of recent increases in the outstanding shares of Common Stock of the Issuer, the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares owned by the Reporting Person is based upon 127,894,134 shares of Common Stock outstanding as of January 29, 2026 based upon information provided by the Issuer.
As of the close of business on January 29, 2026, the Reporting Person beneficially owned 6,388,000 Shares.
Percentage: Approximately 4.99% | |
| (b) | 1. Sole power to vote or direct vote: 6,388,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,388,000
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6. | |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
At the Annual Meeting, the Issuer's stockholders approved, among other things, the conversion of Series D Preferred Stock into shares of common stock ("Stockholder Approval"). Three business days following such Stockholder Approval, all of the Reporting Person's Series D Preferred Stock was automatically converted into shares of the Issuer's Common Stock. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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