NovaBay Pharmaceuticals, Inc.

For the period ended Oct 16, 2025. Filed Sep 23, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 16, 2025 · Filed Sep 23, 2025

SDEV$0.98+9.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2000 Powell Street, Suite 1150

Emeryville, California 94608

Notice of 2025 Annual Meeting of Stockholders

Date:	Time:	Place:
October 16, 2025	11:00 a.m. PDT	Virtual meeting at: www.virtualshareholdermeeting.com/NBY2025

To the Stockholders of NovaBay Pharmaceuticals, Inc.:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NovaBay Pharmaceuticals, Inc., a Delaware corporation (“NovaBay,” the “Company”, “we,” “our” and “us”). Stockholders will be able to participate in the Annual Meeting and to vote and submit questions during the virtual meeting by visiting www.virtualshareholdermeeting.com/NBY2025. The Annual Meeting will be held for the purpose of stockholders voting upon the following proposals, each of which are described in the accompanying proxy statement (“Proxy Statement”):

(1)

To elect three (3) Class III directors nominated by our Board of Directors to hold office for a term of three (3) years or until their respective successors are elected and qualified or until their earlier resignation (including upon the Resignation Event, as defined and described in the Proxy Statement, occurring) or removal. The nominees for election are Dr. Paul E. Freiman, Mr. David E. Lazar and Ms. Swan Sit (“Proposal One”).

(2)	To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement (“Proposal Two”).

(3)	To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers (“Proposal Three”).

(4)	To ratify the appointment by our Audit Committee of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal Four”).

(5)

To approve, as required by, and in accordance with, Sections 713(a) and 713(b) of the NYSE American Company Guide, both (i) the issuance of an aggregate of 77,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), upon the conversion of the 481,250 shares of our Series D Preferred Stock that were issued in the First Closing of the Investment Transaction and (ii) the issuance of an aggregate of 43,000,000 shares of Common Stock upon conversion of the 268,750 shares of our Series E Preferred Stock that are expected to be issued in the Final Closing of the Investment Transaction (with terms defined below and in the accompanying Proxy Statement), both issuances subject to the potential increase in the number of underlying conversion shares due to applicable anti-dilution adjustments (“Proposal Five”).

(6)

To amend the NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) to increase the shares authorized under the 2017 Omnibus Plan by 1,000,000 shares of Common Stock resulting in a maximum number of shares currently available for issuance of 1,021,332 shares of Common Stock and to make corresponding changes to the share grant limitations in the 2017 Omnibus Plan (“Proposal Six”).

(7)

To approve the issuance and payment of the Equity Consideration, comprised of newly-issued shares of restricted Common Stock with an aggregate value of $40,000, at a price per share which may be below the market price (as reported by the NYSE American) on the date of issuance, to each of the Resigning Non-Employee Directors as contemplated by the Release Agreements (as discussed and terms defined in the Proxy Statement) (the “Proposal Seven”).

(8)

To approve an amendment to our Certificate of Incorporation that will effect a reverse stock split of all of our Common Stock issued and outstanding, or held in treasury, at a ratio of not less than 1-for-2 and not more than 1-for-10 (the “Reverse Stock Split”), and to grant authorization to our Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within such share range and the timing of the Reverse Stock Split becoming effective or to otherwise decide to abandon the Reverse Stock Split (“Proposal Eight”).

(9)	To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of our Common Stock from 150,000,000 to 1,500,000,000 (“Proposal Nine”).

(10)	To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our preferred stock, par value $0.01, from 5,000,000 to 10,000,000 (“Proposal Ten”).

(11)

To grant discretionary authority to the Board of Directors to adjourn the Annual Meeting from time to time, if necessary or appropriate, to establish a quorum or, even if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Annual Meeting or after any adjournment in favor of any of the Proposals (as defined below) (“Proposal Eleven”).

(12)	To transact any other business that may properly come before the Annual Meeting.

Proposal One (Election of Directors), Proposal Two (Say-on-Pay), Proposal Three (Say-on-Frequency), Proposal Four (Ratification of the Selection of the Independent Registered Public Accounting Firm), Proposal Five (NYSE American Proposal), Proposal Six (2017 Omnibus Plan Proposal), Proposal Seven (Director Equity Consideration Proposal), Proposal Eight (Reverse Stock Split Proposal), Proposal Nine (Common Stock Authorization Proposal), Proposal Ten (Preferred Stock Authorization Proposal) and Proposal Eleven (Adjournment) are collectively referred to as the “Proposals”.

On August 19, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar (“Mr. Lazar”) that provides for an investment by Mr. Lazar in two separate closings of up to $6.0 million in the aggregate in exchange for newly issued shares of Company preferred stock (the “Investment Transaction”). On the date the Purchase Agreement was entered into, Mr. Lazar completed the purchase of 481,250 shares of the Company’s Series D non-voting convertible preferred stock, par value $0.01 per share (the “Series D Preferred Stock”), resulting in aggregate gross proceeds to us of $3.85 million (the “First Closing”). The Purchase Agreement contemplates that Mr. Lazar will separately purchase 268,750 shares of the Company’s Series E non-voting convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”), resulting in additional aggregate gross proceeds of $2.15 million, which are contemplated to be issued in a second closing that is subject to receiving approval of Proposal Five (NYSE American Proposal) and the satisfaction of certain other closing conditions (the “Final Closing”). In addition to the Proposals customarily included by the Company for its Annual Meetings of Stockholders, there are several other Proposals (Proposals Five through Eleven) that are also being presented at this Annual Meeting for stockholders to vote upon that relate to the Investment Transaction, which we agreed to present pursuant to the Purchase Agreement, as further described in the accompanying Proxy Statement. Approval of these Proposals will be important in order for the Company to complete the Final Closing and to pursue the growth of its business, including pursuing a Post-Investment Transaction, as further described in the accompanying Proxy Statement. We have included certain material information regarding the Investment Transaction and the related transactions in the accompanying Proxy Statement.

We encourage you to read the Proxy Statement in its entirety and the other documents to which we have referred you to in the Proxy Statement before voting.After careful consideration, the NovaBay Board of Directors has determined that all eleven of the Proposals are advisable and in the best interests of NovaBay and its stockholders and recommends that the holders of Common Stock and the Series F Voting Retractable Preferred Stock entitled to vote with respect to each of the Proposals, vote or give instruction to vote “FOR” each of the director nominees in Proposal One, “FOR” Proposal Two, “THREE YEARS” for Proposal Three and “FOR” Proposal Four through Proposal Eleven.

You may attend the Annual Meeting online, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/NBY2025 and entering the 16-digit control number included in your proxy card or the voting information form provided by your bank or broker. Prior to the Annual Meeting, you can vote at www.proxyvote.com using your 16-digit control number or by the other methods described in the Proxy Statement.

The record date for the Annual Meeting is September 22, 2025. Only stockholders of record at the close of business on that date are entitled to notice of, and may vote at, the virtual Annual Meeting or any adjournment or postponement thereof. This Notice of Annual Meeting and the Proxy Statement are being distributed and made available on or about September 23, 2025.

A list of stockholders entitled to vote at the Annual Meeting will be available at NovaBay Pharmaceuticals, Inc., 2000 Powell Street, Suite 1150, Emeryville, California 94608, for a period of ten (10) days prior to the Annual Meeting. If you would like to inspect the stockholder list, please contact our Corporate Secretary at (510) 899-8800. The stockholder list will also be available during the virtual Annual Meeting through the following secure link www.virtualshareholdermeeting.com/NBY2025.

September 23, 2025	By Order of the Board of Directors,
	/s/ Paul E. Freiman
	Paul E. Freiman Chair of the Board of Directors

	Page
PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS	1
SUMMARY OF THE PROXY STATEMENT	1
About NovaBay	1
Recent Developments—NovaBay Strategic Direction	2
Corporate Governance Highlights	4
Corporate Governance Policies	6
Compensation Highlights	6
Proposals at this Annual Meeting Which Require Your Vote	7
Voting Generally	8
Proposals for Stockholders at the Annual Meeting	9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	13
RISK FACTORS	14
Overview	14
General Risks Related to the Investment Transaction	14
Risks Related to the Our Securities and Control of Our Company	16
General Risks Related to the Reverse Stock Split Proposal	18
THE ANNUAL MEETING	19
Purpose of Meeting	19
Attendance at the Annual Meeting	19
Voting; Quorum	19
Voting Commitments	19
Required Votes and Effects of Abstentions and Broker Non-Votes	20
Effect of Not Voting	22
Voting Methods	22
Revoking Proxies	22
Solicitation	23
Other Matters	23
Results of the Voting at the Annual Meeting	23
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING	24
PROPOSAL ONE: ELECTION OF DIRECTORS	24
Current Directors and Nominees	24
Class III Directors – Terms Expiring at the 2025 Annual Meeting	24
Stockholder Approval	26
Class I Directors – Terms Expiring at the 2026 Annual Meeting	26
Class II Directors – Terms Expiring at the 2027 Annual Meeting	27
Family Relationships	28
CORPORATE GOVERNANCE	29
Code of Ethics and Business Conduct	29
Director Independence	29
Board Committees and Meetings	29
Other Board Matters	34
Communications to the Board	37
EXECUTIVE COMPENSATION AND OTHER INFORMATION	38
Executive Officers	38
Summary Compensation Table	38
Outstanding Equity Awards at Fiscal Year End	41
Employment-Related Agreements and Potential Payments upon Termination or Change in Control	42
Director Compensation	43
PAY-VERSUS-PERFORMANCE	46
PROPOSAL TWO: ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION	50
Stockholder Approval	50
PROPOSAL THREE: ADVISORY, NON-BINDING VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION	51
Stockholder Approval	51

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PROPOSAL FOUR: ADVISORY, NON-BINDING VOTE TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	52
Fees Paid to Independent Registered Public Accounting Firm	52
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services	53
Stockholder Approval	53
Audit Committee Report	53
DESCRIPTION OF THE INVESTMENT TRANSACTION AND PREFERRED STOCK	54
Investment Transaction and Related Transactions	54
The Purchase Agreement and Related Transaction Documents	55
Description of the Preferred Stock and Lazar Investor Rights	58
PROPOSAL FIVE: APPROVAL OF ISSUANCE OF COMMON STOCK UPON CONVERSION OF SERIES D PREFERRED STOCK AND SERIES E PREFERRED STOCK	62
Overview of Investment Transaction	63
Reasons for this Proposal Five	64
Effect and Consequences of the Investment Transaction	65
Risk Factors	65
Additional Information	65
Stockholder Approval	66
PROPOSAL SIX: APPROVAL TO INCREASE SHARES AVAILABLE FOR ISSUANCE UNDER THE 2017 OMNIBUS PLAN	67
Amendment Language	67
Summary of the 2017 Omnibus Plan	68
Certain Federal Income Tax Consequences	71
Award Issuances under the 2017 Omnibus Plan	72
Risk Factors	73
Additional Information	73
Stockholder Approval	73
PROPOSAL SEVEN: APPROVAL OF THE PAYMENT OF THE EQUITY CONSIDERATION TO RESIGNING NON-EMPLOYEE DIRECTORS	74
Overview of the Release Agreement and Equity Consideration	74
Certain United States Federal Income Tax Consequences	75
Risk Factors	76
Stockholder Approval	76
PROPOSAL EIGHT: THE REVERSE STOCK SPLIT PROPOSAL	77
Overview	77
Effective Date	78
Reasons for the Reverse Stock Split	79
Principal Effects of the Reverse Stock Split	79
Fractional Shares	81
No Dissenters’ Rights	81
Certain United States Federal Income Tax Consequences	81
Accounting Consequences	82
Stock Certificates	82
Book-Entry Shares	83
Risk Factors	83
Stockholder Approval	83
PROPOSAL NINE: APPROVAL TO INCREASE AUTHORIZED COMMON STOCK	84
Background of the Charter Amendment to Increase Authorized Common Stock	84
Reasons for Stockholder Approval	84
Effect and Consequences of the Amendment	85
Risk Factors	86
Additional Information	86
Stockholder Approval	86
PROPOSAL TEN: APPROVAL TO INCREASE AUTHORIZED PREFERRED STOCK	88
Background of the Charter Amendment to Increase Authorized Preferred Stock	88
Reasons for Stockholder Approval	88
Preferred Stock Generally	89
Effect and Consequences of the Amendment	89
Risk Factors	90
Additional Information	90
Stockholder Approval	91

-ii -

PROPOSAL ELEVEN: THE ADJOURNMENT PROPOSAL	92
Stockholder Approval	92
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	93
EQUITY COMPENSATION PLAN INFORMATION	95
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	96
OTHER PROXY MATTERS	98
Delinquent Section 16(a) Reports	98
Deadlines for Receipt of Stockholder Proposals and Nominations	98
Householding of Proxy Materials	99
Method of Proxy Solicitation	100
Where You Can Find More Information	100
Other Business	100

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2000 Powell Street, Suite 1150

Emeryville, California 94608

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.