NovaBay Pharmaceuticals Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549 FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission file number 001-33678 NOVABAY PHARMACEUTICALS, INC.(Exact name of registrant as specified in its charter) Delaware68-0454536(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 2000 Powell Street, Suite 1150, Emeryville, California 94608(Address of principal executive offices)(Zip Code) Registrant’s Telephone Number, Including Area Code: (510) 899-8800 Securities Registered Pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which RegisteredCommon Stock, par value $0.01 per shareNBYNYSE American Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes☐No☒ 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. (Check one): Large accelerated filer☐Accelerated filer☐Emerging growth companyNon-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.☐ Table of Contents Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to thelast sale price of the common stock on June 30, 2025 on the NYSE American, was approximately $3,373,126. This figure excludesan aggregate of 1,123 shares of common stock held by the registrant’s affiliates, including officers and directors, as of June 30,2025. Exclusion of shares held by any of these affiliates should not be construed to indicate that such person possesses the power,direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlledby or under common control with the registrant. The registrant has no non-voting common stock. As of March 16, 2026, there were 26,625,029shares of the registrant’s common stock outstanding. NOVABAY PHARMACEUTICALS, INC.ANNUAL REPORT ON FORM10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PART IITEM 1.BUSINESS ITEM1A.RISK FACTORSITEM1B.UNRESOLVED STAFF COMMENTSITEM 1C.CYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.MINE SAFETY DISCLOSURES PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES33ITEM 6.[RESERVED]33ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS34ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA40ITEM 9.CHAN