NovaBay Pharmaceuticals Inc 2025年季度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549 FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission file number001-33678 Delaware68-0454536(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 2000 Powell Street, Suite 1150,Emeryville,California94608(Address of principal executive offices)(Zip Code) Registrant’s Telephone Number, Including Area Code: (510)899-8800 Common Stock, par value $0.01 per share Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Emerging growth company☐Non-accelerated filer☒Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒As of November 4, 2025, there were126,010,749shares of the registrant’s common stock outstanding. NOVABAY PHARMACEUTICALS, INC. TABLE OF CONTENTS PART IFINANCIAL INFORMATION Item 1.Financial Statements3Condensed Consolidated Balance Sheets: September 30, 2025 (unaudited) and December 31, 20243Condensed Consolidated Statements of Operations: Three and nine months ended September 30, 2025 and2024(unaudited)4Condensed Consolidated Statements of Stockholders’Equity (Deficit): Three and nine months ended September 30,2025 and 2024(unaudited)5Condensed Consolidated Statements of Cash Flows: Nine months ended September 30, 2025 and 2024(unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 3.Quantitative and Qualitative Disclosures About Market Risk39Item 4.Controls and Procedures39 PART IIOTHER INFORMATION Item 1.Legal Proceedings 40Item1A.Risk Factors40Item 2.Unregistered Sales of Equity Securities and Use of Proceeds41Item 3.Defaults Upon Senior Securities42Item 4.Mine Safety Disclosures42Item 5.Other Information42Item 6.Exhibits43SIGNATURES45 Unless the context requires otherwise, all references in this report to “we,” “our,” “us,” the “Company” and “NovaBay” refer toNovaBay Pharmaceuticals, Inc., a Delaware corporation, and, where applicable, also its former wholly-owned subsidiary,DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”). The Company previously owned live trademark registrations in the U.S., as well as trademark registrations and pendingapplications in many other countries internationally. We sold our primary trademark, “Avenova®”, to PRN PhysicianRecommended Nutriceuticals, LLC, a Delaware limited liability company, effective on January 17, 2025. We sold our“PhaseOne®” and “NeutroPhase®” U.S. trademarks to PhaseOne Health LLC, a Tennessee limited liability company effective onJanuary 8, 2025. The “DERMAdoctor®”, trademark is held directly by our former wholly-owned subsidiary DERMAdoctor. On May 30, 2024, we effected a 1-for-35 reverse stock split of our common stock (the “Reverse Stock Split”). Except as otherwisespecifically noted, all share numbers, share prices, exercise/conversion prices and per share amounts in this report have beenadjusted, on a retroactive basis, to reflect the Reverse Stock Split. PART I NOVABAY PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except par value amounts) LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)Liabilities: NOVABAY PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(in thousands, except per share data) NOVABAY PHARMACEUTICALS, INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’EQUITY(DEFICIT)(Unaudited)(in thousands) NOVABAY PHA