NovaBay Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
SDEV$0.85-4.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|---|
(a) Documents filed as part of this annual report:
(1)Financial Statements. The financial statements listed in the Index for Item 8 hereof are filed as part of this annual report.
(2)Financial Statement Schedules. All schedules have been omitted because they are not required or the required information is included in our Consolidated Financial Statements and notes thereto in Item 8 above.
(3)Exhibits. The following exhibits are filed as part of this Annual Report on Form 10-K:
| Incorporation by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File Number · Exhibit/ Form 8-K Item Reference · Filing Date | ||||||
| 2.1 | Membership Unit Purchase Agreement dated September 27, 2021, by and among the Company, DERMAdoctor, the Founders and the Sellers (as defined therein) | 8-K | 001-33678 | 2.1 | 9/28/2021 | |
| 2.2 | Membership Unit Purchase Agreement dated March 12, 2024, by and among NovaBay Pharmaceuticals, Inc., DERMAdoctor, LLC and New Age Investments, LLC | 8-K | 001-33678 | 2.1 | 03/14/2024 | |
| 2.3* | Asset Purchase Agreement, dated September 19, 2024, by and among NovaBay Pharmaceuticals, Inc. and PRN Physician Recommended Nutriceuticals, LLC | 8-K | 001-33678 | 2.1 | 9/20/2024 | |
| 2.4* | Amendment No. 1 to Asset Purchase Agreement, dated as of November 5, 2024, between PRN Physician Recommended Nutriceuticals, LLC and NovaBay Pharmaceuticals, Inc. | 8-K | 001-33678 | 2.1 | 11/06/2024 | |
| 2.5* | Trademark Acquisition Agreement, dated January 3, 2025, by and between NovaBay Pharmaceuticals, Inc. and Phase One Health, LLC | 8-K | 001-33678 | 2.1 | 1/10/2025 | |
| 3.1 | Amended and Restated Certificate of Incorporation of NovaBay Pharmaceuticals, Inc. | 10-K | 001-33678 | 3.1 | 3/21/2018 | |
| 3.2 | Amendment to the Amended and Restated Certificate of Incorporation, dated June 4, 2018 | 8-K | 001-33678 | 3.1 | 6/04/2018 | |
| 3.3 | Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated May 27, 2020 | 8-K | 001-33678 | 3.1 | 5/28/2020 | |
| 3.4 | Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated May 24, 2021 | 8-K | 001-33678 | 3.1 | 5/24/2021 | |
| 3.5 | Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated January 31, 2022 | 8-K | 001-33678 | 3.1 | 2/1/2022 | |
| 3.6 | Amendment to Amended and Restated Certificate of Incorporation, as amended, dated November 14, 2022 | 8-K | 001-33678 | 3.1 | 11/18/2022 | |
| 3.7 | Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated May 30, 2024 | 8-K | 001-33678 | 3.1 | 5/31/2024 | |
| 3.8 | Certificate of Designation for the Series B Preferred Stock | 8-K | 001-33678 | 3.1 | 11/1/2021 | |
| 3.9 | Certificate of Designation for the Series C Preferred Stock | 8-K | 001-33678 | 3.2 | 11/18/2022 | |
| 3.10 | Bylaws, as amended and restated effective June 13, 2023 | 8-K | 001-33678 | 3.1 | 6/14/2023 | |
| 4.1 | Description of Securities | X | ||||
| 4.2 | Form of Warrant pursuant to the Services Agreement with TLF Bio Innovation Lab, LLC, dated May 13, 2020 | 8-K | 001-33678 | 4.1 | 5/18/2020 | |
| 4.3 | Form of July 2020 Warrant | 8-K | 001-33678 | 4.1 | 7/21/2020 | |
| 4.4 | Form of Amended July 2020 Warrant | 8-K | 001-33678 | 4.1 | 9/13/2022 | |
| 4.5 | Form of Amended November 2021 Warrant | 8-K | 001-33678 | 4.2 | 9/13/2022 | |
| 4.6 | Form of September 2022 Warrant (2020 participants) | 8-K | 001-33678 | 4.3 | 9/13/2022 | |
| 4.7 | Form of September 2022 Warrant (2021 participants) | 8-K | 001-33678 | 4.4 | 9/13/2022 | |
| 4.8 | Form of Series A-1 Long-Term Warrant | 8-K | 001-33678 | 4.5 | 9/13/2022 | |
| 4.9 | Form of Series A-2 Short-Term Warrant | 8-K | 001-33678 | 4.6 | 9/13/2022 | |
| 4.10 | Form of Original Issue Discount Secured Senior Convertible Debentures | 8-K | 001-33678 | 4.1 | 4/27/2023 | |
| 4.11 | Form of Series B-1 Long-Term Warrant | 8-K | 001-33678 | 4.2 | 4/27/2023 | |
| 4.12 | Form of Series B-2 Short-Term Warrant | 8-K | 001-33678 | 4.3 | 4/27/2023 | |
| 4.13 | Form of Warrant Amendment Agreement | 8-K | 001-33678 | 4.4 | 4/27/2023 | |
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| 4.14 | Form of Series C Common Stock Warrant | 8-K | 001-33678 | 4.1 | 12/21/2023 |
| 4.15 | Form of Series D Common Stock Warrant | 8-K | 001-33678 | 4.2 | 3/25/2024 |
| 4.16 | Form of Series E Common Stock Warrant | 8-K | 001-33678 | 4.1 | 6/14/2024 |
| 4.17 | Form of Unsecured Convertible Notes | 8-K | 001-33678 | 4.3 | 3/25/2024 |
| 4.18 | Form of Pre-Funded Common Stock Warrant | 8-K | 001-33678 | 4.4 | 7/29/2024 |
| 4.19 | Form of Series F-1 Common Stock Warrant | 8-K | 001-33678 | 4.1 | 7/29/2024 |
| 4.20 | Form of Series F-2 Common Stock Warrant | 8-K | 001-33678 | 4.2 | 7/29/2024 |
| 4.21 | Form of Series F-3 Common Stock Warrant | 8-K | 001-33678 | 4.3 | 7/29/2024 |
| 4.22 | Form of Pre-Funded Warrant | 8-K | 001-33678 | 4.1 | 1/16/2026 |
| 4.23 | Form of October 2025 Pre-Funded Warrant | 8-K | 001-33678 | 4.1 | 10/20/2025 |
| 10.1 | Director and Officer Indemnity Agreement | 10-K | 001-33678 | 10.1 | 3/29/2022 |
| 10.2+ | NovaBay Pharmaceuticals, Inc. 2007 Omnibus Incentive Plan (as amended and restated) | S-8 | 333-215680 | 99.1 | 1/24/2017 |
| 10.3+ | NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan | S-8 | 333-218469 | 99.1 | 6/02/2017 |
| 10.4+ | NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan (Form Agreements to the 2017 Omnibus Incentive Plan) | S-8 | 333-218469 | 99.2 | 6/02/2017 |
| 10.5+ | Executive Employment Agreement (Employment Agreement of Justin M. Hall) | 8-K | 001-33678 | 10.1 | 2/6/2020 |
| 10.6+ | First Amendment to the Executive Employment Agreement with Justin M. Hall, dated January 26, 2022 | 8-K | 001-33678 | 10.6 | 1/28/2022 |
| 10.7+ | Second Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2023 | 8-K | 001-33678 | 10.3 | 12/11/2023 |
| 10.8+ | Third Amendment to Executive Employment Agreement with Justin M. Hall, effective December 31, 2024 | 8-K | 001-33678 | 10.4 | 1/22/2025 |
| 10.9+ | 2024 Non-Employee Director Compensation Plan | 10-K | 001-33678 | 10.8 | 3/26/2024 |
| 10.10 | Office Lease (between the Company and KBSIII Towers at Emeryville, LLC) | 8-K | 001-33678 | 10.1 | 8/26/2016 |
| 10.11 | First Amendment to Office Lease by and between the Company and KBSIII Towers at Emeryville, LLC, dated January 24, 2022 | 8-K | 001-33678 | 10.2 | 1/28/2022 |
| 10.12† | International Distribution Agreement (by and between the Company and Pioneer Pharma Co. Ltd.) | 10-K | 001-33678 | 10.18 | 3/27/2012 |
| 10.13 | Form of Exercise Agreement with Holders of 2019 Domestic Warrants | 8-K | 001-33678 | 10.1 | 7/21/2020 |
| 10.14 | Form of Exercise Agreement with Holders of 2019 Foreign Warrants | 8-K | 001-33678 | 10.2 | 7/21/2020 |
| 10.15 | Form of Reprice Agreement with Ladenburg | 8-K | 001-33678 | 10.3 | 7/21/2020 |
| 10.16 | Form of Securities Purchase Agreement, dated October 29, 2021 | 8-K | 001-33678 | 1.1 | 11/01/2021 |
| 10.17 | Form of Registration Rights Agreement, dated October 29, 2021 | 8-K | 001-33678 | 10.1 | 11/01/2021 |
| 10.18* | Form of 2020 Warrant Reprice Letter Agreement, dated September 9, 2022 | 8-K | 001-33678 | 10.1 | 9/13/2022 |
| 10.19* | Form of 2021 Warrant Reprice Letter Agreement, dated September 9, 2022 | 8-K | 001-33678 | 10.2 | 9/13/2022 |
| 10.20 | Form of Securities Purchase Agreement, dated September 9, 2022 | 8-K | 001-33678 | 10.3 | 9/13/2022 |
| 10.21 | Form of Registration Rights Agreement, dated November 18, 2022 | 8-K | 001-33678 | 10.4 | 9/13/2022 |
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| 10.22+ | Consulting Agreement between the Company and Andrew Jones, dated February 15, 2023 | 10-K | 001-33678 | 10.33 | 3/31/2023 | |
| 10.23 | Form of Letter Agreement | 8-K | 001-33678 | 10.1 | 12/21/2023 | |
| 10.24 | Form of Securities Purchase Agreement | 8-K | 001-33678 | 10.1 | 4/27/2023 | |
| 10.25* | Form of Security Agreement | 8-K | 001-33678 | 10.2 | 4/27/2023 | |
| 10.26* | Form of First Amendment to the Security Agreement, dated March 24, 2024 | 8-K | 001-33678 | 10.3 | 3/25/2024 | |
| 10.27 | Form of Subsidiary Guarantee | 8-K | 001-33678 | 10.3 | 4/27/2023 | |
| 10.28* | Form of Consent and Release, dated March 24, 2024 | 8-K | 001-33678 | 10.4 | 3/25/2024 | |
| 10.29 | Form of Voting Commitment | 8-K | 001-33678 | 10.4 | 4/27/2023 | |
| 10.30 | Form of Registration Rights Agreement | 8-K | 001-33678 | 10.5 | 4/27/2023 | |
| 10.31 | Form of Letter Agreement, dated June 14, 2024 | 8-K | 001-33678 | 10.1 | 6/14/2024 | |
| 10.32* | Underwriting Agreement, dated July 26, 2024, by and between the Company and Ladenburg Thalmann & Co., Inc. | 8-K | 001-33678 | 1.1 | 7/29/2024 | |
| 10.33 | Warrant Agency Agreement, dated July 29, 2024, by and between the Company and Equiniti Trust Company, LLC | 8-K | 001-33678 | 10.1 | 7/29/2024 | |
| 10.34* | Secured Promissory Note, dated as of November 5, 2024, between NovaBay Pharmaceuticals, Inc., as borrower, and PRN Physician Recommended Nutriceuticals, LLC, as lender. | 8-K | 001-33678 | 10.1 | 11/06/2024 | |
| 10.35 | Transition Services Agreement, dated as of January 3, 2025, by and between NovaBay Pharmaceuticals, Inc. and Phase One Health, LLC | 8-K | 001-33678 | 10.1 | 1/10/2025 | |
| 10.36 | Engagement Agreement, dated March 4, 2025, by and between NovaBay Pharmaceuticals, Inc. and Lucid Capital Markets, LLC | 8-K | 001-33678 | 10.1 | 3/7/2025 | |
| 10.37* | Settlement and Release Agreement, dated March 5, 2025, by and between NovaBay Pharmaceuticals, Inc. and Sabby Volatility Warrant Master Fund Ltd. | 8-K | 001-33678 | 10.1 | 3/11/2025 | |
| 10.38* | Settlement and Release Agreement, dated March 10, 2025, by and between NovaBay Pharmaceuticals, Inc. and Bigger Capital Fund, LP | 8-K | 001-33678 | 10.2 | 3/11/2025 | |
| 10.39* | Settlement and Release Agreement, dated March 10, 2025, by and between NovaBay Pharmaceuticals, Inc. and District 2 Capital Fund LP | 8-K | 001-33678 | 10.3 | 3/11/2025 | |
| 10.40 | Amended and Restated Employment Agreement, dated August 19, 2025, by and between the Company and Justin Hall | 8-K | 001-33678 | 10.6 | 8/19/2025 | |
| 10.41 | Employment Agreement, dated August 19, 2025, by and between the Company and Tommy Law | 8-K | 001-33678 | 10.7 | 8/19/2025 | |
| 10.42 | Settlement Agreement and General and Mutual Release, dated August 19, 2025, by and between the Company and Justin Hall | 8-K | 001-33678 | 10.8 | 8/19/2025 | |
| 10.43 | Form of Settlement Agreement and General and Mutual Release with Resigning Non-Employee Directors | 8-K | 001-33678 | 10.9 | 8/19/2025 | |
| 10.44 | ATM Sales Agreement, by and between NovaBay Pharmaceuticals, Inc. and Virtu Americas LLC, dated January 20, 2026 | 8-K | 001-33678 | 1.1 | 1/20/2026 | |
| 10.45 | Securities Purchase Agreement, by and among NovaBay Pharmaceuticals, Inc., R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation, dated January 16, 2026 | 8-K | 001-33678 | 10.1 | 1/16/2026 | X |
| 10.46 | Investors’ Rights Agreement, by and among NovaBay Pharmaceuticals, Inc., R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation, dated January 16, 2026 | 8-K | 001-33678 | 10.2 | 1/16/2026 | |
| 10.47 | Trademark Acquisition Agreement, dated January 3, 2025, by and between NovaBay Pharmaceuticals, Inc. and Phase One Health, LLC | 8-K | 001-33678 | 2.1 | 1/10/2025 | |
| 10.48+ | Consulting Agreement between the Company and Henry Blynn, dated October 16, 2025. | X | ||||
| 10.49+ | First Amendment to Consulting Agreement by and between NovaBay Pharmaceuticals, Inc. and Henry Blynn, dated February 3, 2026. | X | ||||
| 19 | NovaBay Insider Trading Policy | X | ||||
| 21 | Subsidiaries of the Company | X | ||||
| 23.1 | Consent of WithumSmith+Brown PC | X | ||||
| 23.2 | Consent of CBIZ, Inc. | X | ||||
| 31.1 | Certification of the Principal Executive Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a) | X | ||||
| 31.2 | Certification of the Principal Financial Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a) | X | ||||
| 32.1 | Certification by the Chief Executive Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) | X | ||||
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| 32.2 · Certification by the Chief Financial Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) · X | ||||||
|---|---|---|---|---|---|---|
| 97 | NovaBay Pharmaceuticals, Inc. Policy for Recoupment of Incentive Compensation | 10-K | 001-33678 | 97 | 3/26/2024 | |
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments) | X | ||||
| + | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| † | NovaBay Pharmaceuticals, Inc. has been granted confidential treatment with respect to certain portions of this exhibit (indicated by asterisks), which have been separately filed with the Securities and Exchange Commission. |
| * | Certain schedule and exhibits were omitted as well as confidential portions of this exhibit by means of marking such portions with brackets because the confidential portions (i) are not material and the type of information that is typically treated as private or confidential and/or (ii) would be competitively harmful if publicly disclosed. |
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 19, 2026 | |
|---|---|
| By: | /s/ Michael Kazley |
| Michael Kazley Chief Executive Officer, Chairman of the Board (principal executive officer) | |
| Date: March 19, 2026 | |
|---|---|
| By: | /s/ Tommy Law |
| Tommy Law Chief Financial Officer (principal financial officer) | |
| Date: March 19, 2026 | |
|---|---|
| By: | /s/ Paul E. Freiman |
| Paul E. Freiman, Ph.D (director) | |
| Date: March 19, 2026 | |
|---|---|
| By: | /s/ Swan Sit |
| Swan Sit (director) | |
| Date: March 19, 2026 | |
|---|---|
| By: | /s/ Yenyou (Jeff) Zheng |
| Yenyou (Jeff) Zheng (director) | |
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