--12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2012, 2026

NovaBay Pharmaceuticals, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	~~001-33678~~	68001-~~0454536~~33678	68-0454536
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

2000 Powell Street, Suite 1150, Emeryville, CA 94608

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices)~~offices ~~(Zip~~and ~~Code~~zip code)

(510) 899-8800

(Registrant’s telephone number, including area code)

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

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))

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

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. ☐

~~To the extent required by~~ Item 35.03. ofAmendments ~~Form~~to ~~8-K,~~Articles ~~the~~of ~~information~~Incorporation ~~contained~~or inBylaws; ~~Item~~Change ~~5.03~~in ~~herein~~Fiscal ~~is incorporated by reference into this Item 3~~Year.~~03.~~

~~Item~~On 5March 12, 2026, NovaBay Pharmaceuticals, Inc.03 ~~Amendments~~(the to“Company”) ~~Articles~~filed a second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which became effective upon filing (the “Second Amended and Restated Certificate of Incorporation”). orThe ~~Bylaws;~~Second ~~Change~~Amended inand ~~Fiscal~~Restated ~~Year~~Certificate of Incorporation was approved by the Board and subsequently approved by the Company’s stockholders at the Company’s special meeting of stockholders held on March 12, 2026 (the “Special Meeting”).

OnThe ~~February~~Second ~~20,~~Amended ~~2026,~~and ~~NovaBay~~Restated ~~Pharmaceuticals,~~Certificate ~~Inc.~~of ~~(the~~Incorporation ~~“Company”)~~reflects ~~filed~~changes ato ~~certificate~~the offollowing ~~amendment~~provisions ~~(“Certificate~~ of ~~Amendment”) providing for an amendment to~~ the Company’s ~~Amended~~previous ~~and Restated Certificate of Incorporation, as~~ amended ~~(“Certificate~~and ofrestated ~~Incorporation”),~~certificate ~~to effect a reverse stock split at a ratio~~ of ~~1-for-5~~incorporation (the “~~Reverse~~Prior ~~Stock Split~~Charter”). As(i) ~~provided~~to inremove the ~~Certificate~~prohibition ofagainst ~~Amendment,~~stockholder ~~the~~action ~~Certificate~~by ofwritten ~~Amendment~~consent; ~~and~~(ii) ~~the~~to ~~Reverse~~exculpate ~~Stock~~officers ~~Split~~from ~~became~~monetary ~~effective~~damages atto ~~4:15~~the ~~p.m.~~fullest ~~Eastern~~extent ~~Time~~under onapplicable ~~February~~law ~~20, 2026. As previously disclosed~~ in alimited ~~Current~~circumstances; ~~Report~~and on(iii) ~~Form~~to ~~8-K~~provide ~~filed~~that by the Company ~~with~~is ~~the~~authorized ~~Securities~~to ~~and~~issue ~~Exchange~~a ~~Commission~~total onof ~~February 12~~5, ~~2026~~000,000,000 ~~the~~shares ~~Reverse Stock Split ratio and filing~~ of ~~the~~common ~~Certificate of Amendment were approved by the Company’s Board of Directors on February 11~~stock, ~~2026~~par ~~after~~value ~~having~~$0.01 ~~received~~per ~~the~~share ~~requisite stockholder approval at~~ (the ~~Company’s~~“Common ~~annual meeting of stockholders on October 16, 2025~~Stock”).

AsThe aterms ~~result~~ of the ~~Reverse~~Second ~~Stock~~Amended ~~Split, every 5 shares of the Company’s issued~~ and ~~outstanding~~Restated ~~common~~Certificate ~~stock was automatically combined into one issued and outstanding share~~ of ~~common~~Incorporation ~~stock,~~are ~~without~~described ~~any change~~ in the ~~par~~proxy ~~value~~statement ~~per~~(the ~~share.~~“Proxy NoStatement”) ~~fractional~~for ~~shares were issued in connection with~~ the ~~Reverse~~Special ~~Stock Split~~Meeting. ~~Instead,~~The ~~the~~foregoing ~~Company~~description ~~issued~~of anthe ~~additional~~Second ~~whole~~Amended ~~share~~and toRestated ~~all~~Certificate ~~holders who would otherwise receive a fractional share~~ of ~~common~~Incorporation ~~stock.~~is ~~Except~~qualified ~~for~~in ~~adjustments~~its ~~resulting~~entirety ~~from~~by ~~the~~reference ~~treatment~~to ~~of fractional shares, each stockholder holds~~ the ~~same~~full ~~percentage~~text of the ~~Company’s~~Second ~~outstanding~~Amended ~~common~~and ~~stock~~Restated ~~immediately~~Certificate ~~following~~of ~~the~~Incorporation, ~~Reverse~~which ~~Stock~~is ~~Split~~filed as ~~such~~Exhibit ~~stockholder~~3.1 ~~held immediately prior~~ to ~~the~~this ~~Reverse~~Current ~~Stock~~Report ~~Split.~~on ~~The~~Form ~~number~~8-K ofand ~~shares~~incorporated ofherein ~~Company common stock authorized~~ by ~~the Certificate of Incorporation, as amended by the Certificate of Amendment, will remain unchanged at 1,500,000,000 shares~~reference.

~~The~~Item ~~Company’s common stock will begin trading on a Reverse Stock Split-adjusted basis on NYSE American at the market open on February 23, 2026~~5. ~~The trading symbol for the common stock will remain “NBY~~07.” ~~The~~Submission ~~new~~of ~~CUSIP~~Matters ~~number~~to ~~for~~a ~~the~~Vote ~~common~~of ~~stock~~Security ~~following the Reverse Stock Split is 66987P 508~~Holders.

~~The~~On ~~foregoing~~March ~~summary~~12, of2026, the ~~Certificate~~Company ofheld ~~Amendment does not purport to be complete and is qualified in its entirety by reference to~~ the ~~Certificate~~Special ofMeeting. ~~Amendment,~~The ~~which~~following ismatters ~~filed~~were assubmitted ~~Exhibit 3.1~~ to ~~this~~a ~~Current Report on Form 8-K and is incorporated by reference herein.~~vote:

~~Item~~Proposal 91.01 ~~Financial~~To ~~Statements~~issue ~~and~~837,696,130 ~~Exhibits~~shares of Common Stock upon the exercise of pre-funded warrants issued in our private placement transaction on January 16, 2026.

~~(d)~~The ~~Exhibits~~proposal was approved.

Exhibit No.		Description
For			Against		Abstain
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated February 20, 2026
	123,352,588			1,476,035		4,552
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal 2.

To issue 5,405,406 shares of Common Stock upon the exercise of the pre-funded warrants issued in our private placement transaction on October 16, 2025.

The proposal was approved.

For				Against				Abstain
	124,343,389				485,209				4,577

Proposal 3.

To remove the prohibition against stockholder action by written consent.

The proposal was approved.

For				Against				Abstain/Broker Non-Vote
	120,648,355				4,176,612				2,077,156

Proposal 4.

To reflect Delaware General Corporate Law provisions regarding officer exculpation.

The proposal was approved.

For				Against				Abstain/Broker Non-Vote
	122,978,249				1,841,681				2,082,193

Proposal 5.

To increase the number of authorized shares of our Common Stock from 1,500,000,000 to 5,000,000,000.

The proposal was approved.

For				Against				Abstain
	121,855,735				5,044,559				1,829

Proposal 6.

To adopt the 2026 Equity Incentive Plan.

The proposal was approved.

For				Against				Abstain
	120,283,733				4,547,291				2,151

Since there were sufficient votes at the time of the Special Meeting to approve Proposals 1-6, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, ~~hereunto~~thereunto duly authorized.

NovaBay Pharmaceuticals, Inc. By: /s/ Tommy Law Tommy Law Chief Financial Officer

Date: March 12, 2026	NovaBay Pharmaceuticals, Inc.

	By:	/s/ Tommy Law
		Name:	Tommy Law
		Title:	Chief Financial Officer

Dated: February 20, 2026

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