8-K

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 earliestevent reported): October20, 2025

NovaBay Pharmaceuticals, Inc.

(Exact name of registrant as specified in itscharter)

2000 Powell Street , Suite 1150 , Emeryville ,CA

94608

(Address of principal executive offices and zip code)

(510)

899-8800

(Registrant’s telephonenumber, including area code)

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

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

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. ☐

Item8.01. Other Information.

On October 20, 2025, NovaBay Pharmaceuticals, Inc. (the “Company”) issued a press release that it has regained compliance with the continued listing standards of the NYSE American LLC (“NYSE American”). As previously disclosed, on June 4, 2024, NYSE American accepted the Company’s plan to regain compliance with Section 1003(a) of the NYSE American Company Guide, which required the Company to have stockholders’ equity of at least $6.0 million. The Company has now met this stockholders’ equity requirement and is otherwise in compliance with the listing rules of the NYSE American.

A copy of the press release announcing the Company’s return to compliance is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

1

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.

2

Exhibit 99.1

NovaBayPharmaceuticals, Inc. Regains Compliance with NYSE American Continued Listing Standards

EMERYVILLE,Calif. (October 20, 2025) – NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces that it has regained compliance with the NYSE American’s continued listing standards.

As previously disclosed, the NYSE American notified the Company on April 18, 2024 and May 28, 2024 that it was not in compliance with the continued listing standards of the NYSE American Company Guide. Specifically, the notifications indicated that the Company was not in compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company guide, requiring a listed company to have stockholders’ equity of at least $6 million.

Following the issuance and sale of pre-funded warrants to purchase an aggregate of 5,405,406 shares of the Company’s common stock, par value $0.01 per share to certain investors for aggregate net proceeds of approximately $6.0 million and the issuance and sale an aggregate of 268,750 shares of Series E non-voting convertible preferred stock, par value $0.01 per share for aggregate net proceeds of approximately $2.15 million, the Company believes it currently has stockholders’ equity in excess of the $6 million minimum requirement.

The NYSE American formally notified NovaBay in a letter dated October 20, 2025, confirming that the Company had successfully addressed and resolved all deficiencies related to Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide.

AboutNovaBay Pharmaceuticals, Inc.:

NovaBay Pharmaceuticals has been historically focused on the development and sale of scientifically created and clinically proven eyecare, wound care, and skin care products.

Forward-LookingStatements

Thisrelease contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projectionsand beliefs. These statements include, but are not limited to, statements regarding our NYSE American listing status, our future momentumand generally the Company’s expected future financial results. These statements involve known and unknown risks, uncertaintiesand other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or impliedby the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, risksand uncertainties relating to NYSE American’s formal review and confirmation that we have regained compliance with NYSE American’slisting standards and our ability to remain a publicly listed company by complying with all NYSE American listing standards includingmaintaining the minimum stockholder’ equity in the future. Other risks relating to NovaBay’s business, including risks thatcould cause results to differ materially from those projected in the forward-looking statements in this press release, are detailed inNovaBay’s latest Form 10-Q/K filings with the Securities and Exchange Commission, especially under the heading “Risk Factors.”The forward-looking statements in this release speak only as of this date, and NovaBay disclaims any intent or obligation to revise orupdate publicly any forward-looking statement except as required by law.

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NovaBayContact:

Tommy Law

Chief Financial Officer

tlaw@novabay.com