Welcome to our dedicated page for Novabay Pharma SEC filings (Ticker: NBY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) SEC filings page on Stock Titan provides direct access to the company’s official regulatory disclosures filed with the U.S. Securities and Exchange Commission. These documents explain NovaBay’s strategic transactions, capital structure changes, governance matters, and stockholder actions in detail.
Recent Form 8-K filings describe key events such as the completion of the sale of NovaBay’s Avenova eyecare business and related assets to PRN Physician Recommended Nutriceuticals, LLC, an asset sale that the company states represented substantially all of its assets. Other 8-Ks outline the company’s exploration of strategic options, including a Plan of Complete Liquidation and Dissolution approved by stockholders, and the subsequent decision to pursue an investment transaction instead of immediately effecting the Dissolution.
Filings also cover the Securities Purchase Agreement for Series D and Series E non-voting convertible preferred stock, which, upon conversion and subject to stockholder approval, would represent in excess of 90% of NovaBay’s fully diluted common stock as of the final closing. Additional 8-Ks and proxy materials explain the declaration of a one-time special cash dividend, the use of a segregated cash amount to fund that dividend, and NYSE American “due bill” procedures associated with the payout.
Definitive proxy statements (DEF 14A) provide further insight into NovaBay’s annual meeting agenda, including proposals related to director elections, advisory votes on executive compensation, increases in authorized common and preferred shares, reverse stock split authority, and approvals required under NYSE American rules for the preferred stock investment. Other filings report that NovaBay regained compliance with NYSE American continued listing standards, particularly the stockholders’ equity requirement under Section 1003(a) of the NYSE American Company Guide.
On Stock Titan, these filings are updated in near real time from EDGAR, and AI-powered tools can help summarize complex documents such as Forms 8-K and proxy statements. This allows investors to quickly see what each filing means for ownership levels, potential dilution, special dividends, strategic transactions, and NovaBay’s ongoing listing status.
Kazley Michael John reported acquisition or exercise transactions in this Form 4 filing.
Stablecoin Development Corp granted Chief Executive Officer Michael John Kazley a large equity compensation package in the form of restricted stock units rather than open-market share purchases.
On March 31, 2026, he received 4,118,828 time-based RSUs, which will fully vest on February 16, 2027, generally contingent on his continued employment. He was also granted 7,722,802 performance-based RSUs tied to stock price hurdles over a five-year period and a further 7,722,801 performance-based RSUs tied to digital asset net asset value hurdles over the same five-year period. Any performance-based RSUs that are earned will vest in quarterly installments over two years after the applicable performance hurdles are met, subject to a thirteen-month cliff from January 16, 2026 and continued employment.
Stablecoin Development Corp’s major holder updated its ownership disclosure after large equity awards to its principal. R01 Fund LP and related entities report beneficial ownership of 11,361,216 common shares, or about 42.7% of the company’s 26,625,029 shares outstanding as of March 16, 2026.
Including 4,118,828 time-based restricted stock units granted on March 31, 2026, Michael Kazley now beneficially owns 15,480,044 shares, or about 58.1% of the common stock. He also received 15,445,603 performance-based RSUs that may be earned over a five-year period if stock price and digital asset net asset value hurdles are met, then vesting over an additional two years.
Sit Swan reported acquisition or exercise transactions in this Form 4 filing.
Stablecoin Development Corp director Sit Swan received a grant of 140,000 restricted stock units. Each unit represents a contingent right to receive one share of common stock. All 140,000 units were reported as directly held after the grant.
The restricted stock units will vest in three equal installments: one-third on February 16, 2027, one-third on January 16, 2028, and the final one-third on January 16, 2029. This is a compensation-related equity award rather than an open-market stock purchase or sale.
NovaBay Pharmaceuticals, Inc. is overhauling its equity compensation and corporate identity. Stockholders approved the new 2026 Equity Incentive Plan, which authorizes up to 22,223,927 shares for stock-based awards to executives, employees, directors, and consultants. On March 31, 2026, the compensation committee granted CEO Michael Kazley 4,118,828 time-based RSUs and 15,445,603 performance-based RSUs, and granted CFO Tommy Law 300,000 time-based RSUs, with vesting tied to continued service and, for the CEO, stock price and digital asset net asset value hurdles.
The company also entered into new employment agreements with Mr. Kazley and Mr. Law, setting base salaries of $200,000 per year (with Mr. Kazley’s salary beginning in 2027) and establishing bonus and severance terms, including enhanced benefits following certain change in control events. Separately, the board approved a legal name change to Stablecoin Development Corporation, with the amended charter and bylaws reflecting the new name effective April 2, 2026, and trading expected to move to the new ticker symbol SDEV on April 6, 2026.
NovaBay Pharmaceuticals is rebranding as Stablecoin Development Corporation, with its NYSE American ticker changing from NBY to SDEV, and expects trading under the new name and symbol to begin on April 3, 2026.
The company has adopted an on-chain holding company strategy centered on the Sky protocol, holding approximately 2.06 billion SKY tokens as of March 16, 2026, about 8.78% of total SKY supply. It raised roughly $134 million in a January 2026 private placement, issued pre-funded warrants for 167,539,226 common shares, and has earned about 26.6 million SKY in cumulative staking rewards.
NovaBay Pharmaceuticals’ annual report describes a radical shift from a legacy eyecare and wound care business to a blockchain-focused capital allocation strategy centered on the SKY token. The company sold substantially all revenue-generating assets in 2025 and exited most legacy operations.
NovaBay completed 2025 preferred stock, warrant, and pre-funded warrant financings raising about $12.0 million, then closed a January 2026 private placement of pre-funded warrants valued at approximately $137.4 million, partly in cash and partly in stablecoins and 943.6 million SKY tokens. Management later deployed roughly $70.7 million to acquire about 1.1 billion additional SKY and believes existing liquidity will fund planned expenses at least through March 19, 2027.
The report details a highly concentrated digital asset strategy, extensive use of custodians and Web3 infrastructure, an at-the-market equity program of up to $100.0 million, and numerous risks around SKY price volatility, protocol and smart contract vulnerabilities, regulatory classification, investment company rules, custody, cyber security, and stablecoin de-pegging. Headcount has been reduced to four employees and research and development has ceased.
NovaBay Pharmaceuticals, Inc. amended its corporate charter following approval by its board and stockholders at a special meeting held on March 12, 2026. The second amended and restated certificate of incorporation, effective upon filing in Delaware, removes the prior prohibition on stockholder action by written consent and adds officer exculpation from monetary damages to the fullest extent permitted under applicable law in limited circumstances. It also authorizes the company to issue a total of 5,000,000,000 shares of common stock with a par value of $0.01 per share.
Poplar Point Capital Management LLC and related reporting persons report beneficial ownership of 1,020,300 shares of NovaBay Pharmaceuticals common stock, representing 0.81% of the outstanding shares. The filing notes that NovaBay issued additional shares after a vote of security holders, which reduced the group’s stake below the 5% Schedule 13D reporting threshold.
The shares are held through Poplar Point Capital Management, Poplar Point Capital Partners, Poplar Point Capital GP and Jad Fakhry, who share voting and dispositive power over the position. The reporting persons state there have been no recent acquisitions or dispositions, but as of the effective date they intend to begin disposing of their NovaBay common stock.
NovaBay Pharmaceuticals approved and implemented a 1-for-5 reverse stock split of its common stock. Effective at 4:15 p.m. Eastern Time on February 20, 2026, every 5 issued and outstanding shares were automatically combined into 1 share, with no change to par value.
No fractional shares were issued; instead, any stockholder entitled to a fractional share received an additional whole share. The number of authorized common shares remains 1,500,000,000. NovaBay’s common stock will begin trading on a reverse-split-adjusted basis on NYSE American on February 23, 2026 under the symbol “NBY” with a new CUSIP 66987P 508.
NovaBay Pharmaceuticals is implementing a 1-for-5 reverse stock split of its common stock, approved by stockholders in October 2025 and authorized by the board on February 11, 2026. Every 5 existing shares will be combined into 1 new share.
The split is expected to take effect at 4:15 p.m. New York City time on February 20, 2026, with trading on a split-adjusted basis beginning February 23, 2026. Issued and outstanding shares will decrease from approximately 130,623,400 to approximately 26,124,680, while authorized common and preferred share counts and par values remain unchanged.
Stockholders will receive an additional whole share instead of any fractional share, so each holder keeps the same overall ownership percentage. All stock-based instruments, including options, warrants and convertible securities, will be adjusted to reflect the new share count. NovaBay states it expects the higher per-share price after the reverse split to help it meet NYSE American’s continued listing price requirement.