Transaction Details

Footnotes

The shares of Common Stock reported herein were issued upon the automatic conversion of the Series D Preferred Stock held by the Reporting Person three business days after the annual meeting of stockholders (the "Annual Meeting") of NovaBay Pharmaceuticals, Inc. (the "Issuer"), which occurred on October 16, 2025. | The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration. Each share of Series D Preferred Stock is convertible into 160 shares of the Issuer's Common Stock at any time, subject to certain ownership limitations. | The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date. | On October 9, 2025, David E. Lazar (the "Reporting Person") entered into a Securities Purchase Agreement pursuant to which the the Reporting Person sold all of his title and interest in (i) an aggregate of 441,325 shares of Series D Preferred Stock for $9,850,000 and (ii) the rights and obligations to purchase 268,750 shares of Series E Preferred Stock for an additional $2,150,000 payable to the Issuer (the "October Transaction"). The closing of the October Transaction occurred on October 16, 2025 following the Issuer's Annual Meeting. Following the October Transaction, the Reporting Person retained 39,925 shares of Series D Preferred Stock, which automatically converted into shares of hte Issuer's Common Stock three business days after the Annual Meeting.