nby20260120_424b5.htm

424B5 1 nby20260120_424b5.htm FORM 424B5 nby20260120_424b5.htm

As Filed Pursuant to 424(b)(5)

Registration No. 333-290712

PROSPECTUS SUPPLEMENT

(To Prospectus Dated November 26, 2025)

$100,000,000

NOVABAY PHARMACEUTICALS, INC.

Common Stock

This prospectus supplement relates to the issuance and sale of shares of our common stock having an aggregate offering price of up to $100,000,000 from time to time through or to our sales agent, Virtu Americas LLC (“Virtu”). We have entered into an ATM Sales Agreement, or the sales agreement, with Virtu relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus.

You should read this prospectus supplement, including any information incorporated herein by reference, carefully before you invest in our common stock.

Our common stock is listed on the NYSE American, LLC (“NYSE American”), under the symbol “NBY.” On January 16, 2026, the closing price of our common stock as reported on NYSE American was $14.77 per share.

Sales of shares of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Virtu is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Virtu and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Unless we and Virtu otherwise agree, we will pay Virtu a commission of up to 2.0% of the gross proceeds of the shares of our common stock sold under the sales agreement. The net proceeds to us that we receive from sales of our common stock will depend on the number of shares actually sold and the offering price for such shares. We estimate the maximum total expenses, excluding commissions of Virtu, of this offering will be approximately $225,000.

In connection with the sale of common stock on our behalf, Virtu will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Virtu will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Virtu against certain liabilities, including liabilities under the Securities Act.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-6.

Neither the Securities and Exchange Commission (the “SEC” or “Commission”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

January 20, 2026

			Page
PROSPECTUS SUPPLEMENT SUMMARY			S-2
NOVABAY PHARMACEUTICALS, INC.			S-2
THE OFFERING			S-5
RISK FACTORS			S-6
FORWARD-LOOKING STATEMENTS			S-8
USE OF PROCEEDS			S-10
DILUTION			S-11
PLAN OF DISTRIBUTION			S-12
DIVIDEND POLICY			S-13
LEGAL MATTERS			S-13
EXPERTS			S-13
WHERE YOU CAN FIND MORE INFORMATION			S-13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-14

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	6
DESCRIPTION OF CAPITAL STOCK	7
DESCRIPTION OF DEBT SECURITIES	15
DESCRIPTION OF WARRANTS	22
DESCRIPTION OF UNITS	24
LEGAL OWNERSHIP OF SECURITIES	25
PLAN OF DISTRIBUTION	29
LEGAL MATTERS	31
EXPERTS	31
WHERE YOU CAN FIND MORE INFORMATION	31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	32

	●	Segregation of our assets on-chain or in omnibus arrangements with books-and-records sub-accounting;
	●	Cold-storage or secure private key management, including vault-based custody, multi-factor authorization, and role-based access controls;
	●	Contractual liability provisions for failure to safeguard assets, subject to negotiated limitations;
	●	Information security and operational safeguards; and
	●	Rights to review or obtain third-party control attestations and to perform additional diligence as market conditions warrant.

Issuer			NovaBay Pharmaceuticals, Inc.

Common stock offered			Shares of our common stock having an aggregate offering price of up to $100,000,000. We may from time to time increase or decrease the size of this “at the market” offering. If we do so, it will be pursuant to a new prospectus supplement or supplement to this prospectus supplement.

Common stock to be outstanding immediately after this offering			Up to 132,944,130 shares, assuming sales of 6,770,480 shares of our common stock in this offering at an assumed price of $14.77 per share, which was the last reported sale price of our common stock on the NYSE American on January 16, 2026. The actual number of shares issued will vary depending on how many shares of our common stock we choose to sell and the prices at which such sales occur.

Manner of offering			Sales of shares of our common stock under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. Virtu will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market. See “Plan of Distribution.”

Use of proceeds			We intend to use the net proceeds from this offering for general corporate purposes, including but not limited to supporting a multi-year capital allocation strategy focused on acquiring and holding a portfolio of select digital assets that exhibit revenue-generating characteristics, consistent with our operating and risk framework, with SKY being the first approved asset to date.

Risk factors			Your investment in our common stock involves substantial risks. You should consider the matters referred to under the heading “Risk Factors” beginning on page S-6, including the risk factors incorporated by reference from our filings with the SEC.

NYSE American ticker symbol			“NBY”

	●	fluctuations in the price of SKY, of which we have significant holdings and with respect to which we expect to continue to make significant future purchases, and potential fair value changes associated therewith;
	●	any sales by us of our SKY at prices above or below their carrying value, which would result in our recording gains or losses upon sale of our SKY;
	●	the pace of adoption of blockchain-based financial infrastructure and related ecosystem services;
	●	a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for SKY purchase and sale transactions, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of SKY or adversely affect investor confidence in digital assets generally;

	●	the success of our multi-year capital allocation strategy focused on acquiring and holding a portfolio of select digital assets;
	●	our ability to meet our revenue guidance;
	●	the offering and sale of shares of our common stock, either sold at market prices or at a discount under an equity transaction;
	●	significant changes in our capital structure;
	●	published reports by securities analysts;
	●	the occurrence of any significant litigation, disputes and other legal or regulatory proceedings;
	●	regulatory, commercial, and technical developments related to SKY, or digital assets more generally;
	●	general stock trends in the digital asset sector; and
	●	economic trends and other external factors including, but not limited to, interest rate fluctuations, economic recession, inflation, foreign market trends, national crisis, and disasters.

	●	volatility, liquidity, pricing, and market acceptance of SKY and other digital assets;
	●	changes to protocol design, governance, parameters, or economics (including issuance, fee structures, staking or buyback mechanisms);
	●	the pace of adoption of blockchain-based financial infrastructure and related ecosystem services;
	●	counterparty performance and the availability, reliability, security, and resiliency of third-party service providers, including custodians, trading venues, market makers, execution and settlement partners, data providers, and technology vendors;
	●	cybersecurity incidents, operational failures, loss or compromise of private keys, and other safeguarding risks;
	●	our ability to identify, diligence, consummate, integrate, and manage acquisitions consistent with our risk framework and liquidity needs;
	●	macroeconomic and market conditions;
	●	the impact of domestic and international laws, regulations, regulatory guidance, rulemaking, enforcement actions, and licensing or registration requirements applicable to digital assets, market structure, custody, broker-dealer and commodities or derivatives activities, sanctions, AML/KYC, tax, and consumer protection;
	●	accounting standards developments and interpretations (including the effects of our adoption of ASU 2023-08);
	●	tax consequences and reporting requirements;
	●	our liquidity, capital resources, access to financing, and the terms and availability of any financing or hedging arrangements; and
	●	Board and Investment Committee decisions and governance processes.

Offering price per share			$	14.77	⁽¹⁾
Net tangible book value per share as of September 30, 2025	$	0.27
Increase in net tangible book value per share attributable to the offering	$	7.51
As-adjusted net tangible book value per share after giving effect to the offering			$	7.78
Dilution in net tangible book value per share to new investors in this offering			$	6.99

	●	1,022 shares of common stock reserved for issuance upon the exercise of stock options outstanding as of September 30, 2025 under our 2017 Omnibus Incentive Plan (the “2017 Plan”) at a weighted average exercise price of $448.84 per share; and
	●	101,191 shares of common stock reserved for issuance upon the exercise of warrants to purchase shares of common stock outstanding as of September 30, 2025, at a weighted average exercise price of $66.61 per share.

●	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 2, 2025;
●	our Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 15, 2025, August 14, 2025 and November 7, 2025, respectively;
●	our Current Reports on Form 8-K, filed with the SEC on January 10, 2025, January 22, 2025, January 23, 2025, February 4, 2025, March 7, 2025, March 11, 2025, April 22, 2025, August 19, 2025, August 26, 2025, October 9, 2025, October 20, 2025, October 21, 2025, October 22, 2025 and January 16, 2026 (in each case, except for information contained therein which is furnished rather than filed); and
●	the description of our common stock contained in our Registration Statement on Form 8-A, as filed with the SEC on August 29, 2007, as updated and superseded by the description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and any amendment or report filed for the purpose of updating such description.

SEC Form 424B5 filed by NovaBay Pharmaceuticals Inc.