NovaBay (NYSE: NBY) hires CBIZ, seeks approval for warrant share issuance

Rhea-AI Filing Summary

NovaBay Pharmaceuticals, Inc. has engaged CBIZ CPAs, P.C. as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, with approval from the Audit Committee.

The company will hold a special meeting of stockholders on March 12, 2026 at 11:00 a.m. Eastern Time. Stockholders will be asked to vote on proposals that include approving the issuance of NovaBay common stock upon exercise of pre-funded warrants issued in private placements on January 16, 2026 and October 16, 2025. NovaBay has filed a Preliminary Proxy Statement and plans to begin mailing the Definitive Proxy Statement and related materials on or about February 13, 2026 to stockholders of record as of February 10, 2026.

8-K Event Classification

2 items: 4.01, 8.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

NovaBay Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33678		68-0454536
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Powell Street, Suite 1150, Emeryville, CA 94608

(Address of principal executive offices and zip code)

(510) 899-8800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NBY		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

On January 30, 2026, with the approval of the Audit Committee, CBIZ CPAs, P.C. (“CBIZ”) was engaged as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through January 30, 2026, neither the Company nor anyone on its behalf consulted with CBIZ regarding:

(i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 8.01. Other Events.

NovaBay Pharmaceuticals, Inc. (the “Company”) will hold a special meeting of stockholders of the Company on March 12, 2026 at 11:00 a.m. Eastern Time (the “Special Meeting”), at which stockholders will be asked to vote on, among other corporate actions, proposals approving the issuance of the Company’s common stock upon the exercise of the pre-funded warrants that were issued in our private placement transactions on each of January 16, 2026 and October 16, 2025.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual actions and results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results include, but are not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission (the “SEC”). The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

Additional Information and Where to Find It

The Company has filed with the SEC the Preliminary Proxy Statement in connection with the Special Meeting and, beginning on or about February 13, 2026, will begin mailing the Definitive Proxy Statement and other relevant documents to its stockholders as of the February 10, 2026 record date for the Special Meeting. The Company’s stockholders and other interested persons are advised to read the Preliminary Proxy Statement, the Definitive Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these documents will contain important information about the Company, the Special Meeting and related matters. Stockholders may also obtain a free copy of the Preliminary Proxy Statement, the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Preliminary Proxy Statement and the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above. 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 30, 2026	NovaBay Pharmaceuticals, Inc.
	By:	/s/ Tommy Law
		Name:	Tommy Law
		Title:	Chief Financial Officer

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FAQ

What auditor did NovaBay Pharmaceuticals (NBY) appoint and for which period?

NovaBay Pharmaceuticals appointed CBIZ CPAs, P.C. as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. The engagement was approved by the company’s Audit Committee, replacing its prior certifying accountant for upcoming audits and related services.

When is NovaBay Pharmaceuticals’ 2026 special meeting of stockholders?

NovaBay Pharmaceuticals will hold a special meeting of stockholders on March 12, 2026 at 11:00 a.m. Eastern Time. Stockholders of record as of February 10, 2026 will receive proxy materials and may vote on the proposals presented at the meeting.

What key proposal will NovaBay (NBY) stockholders vote on at the special meeting?

Stockholders will be asked to approve the issuance of NovaBay common stock upon exercise of pre-funded warrants issued in private placement transactions on January 16, 2026 and October 16, 2025. This vote concerns how those existing warrant rights convert into common shares.

Which proxy materials is NovaBay Pharmaceuticals providing for the 2026 special meeting?

NovaBay has filed a Preliminary Proxy Statement and plans to mail a Definitive Proxy Statement and related documents beginning on or about February 13, 2026. These materials will go to stockholders of record on February 10, 2026 and describe the proposals in detail.

How can NovaBay (NBY) investors access the proxy statements for the special meeting?

Investors can obtain the Preliminary Proxy Statement, the Definitive Proxy Statement, and other relevant documents free of charge from the SEC’s website at www.sec.gov. These filings provide detailed information about NovaBay, the special meeting agenda, and related matters.

What are NovaBay directors’ and officers’ roles in the proxy solicitation for NBY?

NovaBay states that the company, its directors, and executive officers may be considered participants in soliciting proxies for the special meeting. Information about their identities and interests, including security holdings, is included in the Preliminary and Definitive Proxy Statements available from the SEC.