NovaBay Pharmaceuticals, Inc. (NBY) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 15, 2026

Risk Assessment Details

Potential Dilution: 52.9% of current shares
Recent Dilution: 2507.55% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
26M
Potential Supply
14M
Additional shares possible
Splits
None
Past 2 years

Summary

NBY currently has 26M outstanding shares. with significant dilution risk as 13.8M authorized shares could dilute existing holders by 52.9%. The company has significantly diluted shareholders by 2507.55% over the past 2 years, indicating aggressive capital raising.

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 15, 2026

10-Q filing | 26.0M shares outstanding

26M 14M
Jan 16, 2026

8-K filing: NovaBay Pharmaceuticals, Inc. entered into a Securities Purchase Agreement to issue and sell pre-funded warrants to purchase 837,696,130 shares of common stock for gross proceeds of approximately $134 million. ($134.0M proceeds)

130M 14M
Nov 25, 2025

S-3/A filing: The company may offer and sell up to $200,000,000 of any combination of common stock, preferred stock, debt securities, warrants or units.

130M 14M
Nov 07, 2025

10-Q filing | 126.0M shares outstanding

130M 14M
Oct 09, 2025

8-K filing: David Lazar transferred his rights to purchase Series D and Series E Preferred Stock to R01 Fund LP and Framework Ventures IV L.P., subject to stockholder approval.

6M 14M
Oct 03, 2025

S-3 filing: The company is filing an S-3 to register the offering of up to $200,000,000 of any combination of common stock, preferred stock, debt securities, warrants or units.

6M 14M
Aug 26, 2025

8-K filing: NovaBay Pharmaceuticals, Inc. declared a special cash dividend of $0.80 per share for its common stock, payable on September 29, 2025, to stockholders of record on September 15, 2025; also, David E. Lazar completed the purchase of 481,250 shares of Series D Preferred Stock at $8.00 per share for $3.85 million. ($3.85M proceeds)

5.8M 14M
Aug 14, 2025

10-Q filing | 5.8M shares outstanding

5.8M 14M
May 15, 2025

10-Q filing | 5.4M shares outstanding

5.4M 14M
Apr 02, 2025

10-K filing | 5.8M shares outstanding

5.8M 14M
Mar 11, 2025

8-K filing: NovaBay Pharmaceuticals, Inc. entered into settlement agreements with Sabby Volatility Warrant Master Fund Ltd., Bigger Capital Fund, LP, and District 2 Capital Fund LP, involving warrant exercises and warrant purchases. ($2.16M proceeds)

4.9M 14M
Nov 07, 2024

10-Q filing | 4.9M shares outstanding

4.9M 14M
Aug 13, 2024

10-Q filing | 4.9M shares outstanding

4.9M 14M
Jul 25, 2024

S-1/A filing: The company is offering shares of common stock, Series F-1 warrants, Series F-2 warrants, Series F-3 warrants and pre-funded warrants.

920K 14M
Jul 15, 2024

S-1/A filing: The company is offering shares of its common stock, Series F-1 warrants, Series F-2 warrants and pre-funded warrants.

920K 12M
Jul 10, 2024

S-1/A filing: The company is offering common stock, Series F-1 warrants, Series F-2 warrants, and pre-funded warrants.

920K 9.3M
Jun 21, 2024

S-1 filing: The filing is an S-1 relating to the offering of common stock, Series F warrants, and pre-funded warrants, as well as the common stock issuable upon exercise of the warrants.

1.3M 5.5M
Jun 20, 2024

S-1 filing: This prospectus relates to the resale of up to 298,355 shares of NovaBay Pharmaceuticals, Inc.'s common stock, issuable upon the exercise of warrants and conversion of Unsecured Convertible Notes.

1.3M 5.5M
Jun 14, 2024

8-K filing: NovaBay Pharmaceuticals, Inc. entered into letter agreements with existing warrant holders to exercise warrants at a reduced price of $2.50, resulting in the issuance of approximately 90,381 shares of Common Stock and gross proceeds of approximately $225,952 to the Company. ($0.23M proceeds)

910K 5.2M
May 30, 2024
Stock Split

8-K filing: Stock split 1-for-35 | Outstanding: 32,025,000 → 914,954

910K 5.2M
May 09, 2024

10-Q filing | 32.0M shares outstanding

32M 180M
Mar 26, 2024

10-K filing | 11.2M shares outstanding

11M 180M
Mar 25, 2024

8-K filing: NovaBay Pharmaceuticals entered into a First Amendment to Security Agreement and a Consent and Release to facilitate the DERMAdoctor Sale Transaction, issuing Series D Warrants and New Notes convertible into common stock, triggering an anti-dilution adjustment to the Series C Preferred Stock conversion price.

6.5M 180M
Nov 09, 2023

10-Q filing | 6.5M shares outstanding

6.5M 180M
Aug 10, 2023

10-Q filing | 4.2M shares outstanding

4.2M 180M
May 31, 2023

S-1 filing: This S-1 filing relates to the resale of up to 7,615,392 shares of NovaBay Pharmaceuticals, Inc.'s common stock by selling stockholders, issuable upon conversion of debentures and exercise of warrants.

2M 180M
May 31, 2023

S-1 filing: This prospectus relates to the resale of up to 7,863,570 shares of NovaBay Pharmaceuticals, Inc.'s common stock by selling stockholders.

2M 180M
May 17, 2023

S-1/A filing: This S-1/A filing registers the resale of up to 327,860 shares of common stock issuable upon the exercise of outstanding Common Stock warrants and also discusses a recent private placement.

2M 170M
May 11, 2023

10-Q filing | 2.0M shares outstanding

2M 160M
Apr 27, 2023

8-K filing: NovaBay Pharmaceuticals entered into a Securities Purchase Agreement for a private placement involving convertible debentures and warrants, with gross proceeds expected to be $3.0 million. ($6.0M proceeds)

2M 160M
Mar 31, 2023

S-1/A filing: This S-1/A filing registers the resale of up to 327,860 shares of NovaBay Pharmaceuticals, Inc.'s common stock issuable upon the exercise of outstanding Common Stock warrants with an exercise price of $6.30.

65M 160M
Mar 31, 2023

10-K filing | 2.0M shares outstanding

2M 160M
Dec 30, 2022

S-1 filing: This prospectus relates to the resale of up to 327,860 shares of NovaBay Pharmaceuticals, Inc.'s common stock, issuable upon the exercise of outstanding Common Stock warrants with a per share exercise price equal to $6.30.

65M 160M
Dec 09, 2022

S-1 filing: This prospectus relates to the resale of up to 1,548,502 shares of NovaBay Pharmaceuticals, Inc.'s common stock, issuable upon: (i) the conversion of shares of our Series C Non-Voting Convertible Preferred Stock (ii) the exercise of our short-term Series A-1 warrants to purchase Common Stock and (iii) the exercise of our long-term Series A-2 warrants to purchase Common Stock.

65M 160M
Nov 14, 2022

10-Q filing | 65.0M shares outstanding

65M 160M
Oct 25, 2022

S-1 filing: This prospectus relates to the resale of up to 35,510,720 shares of NovaBay Pharmaceuticals, Inc.'s common stock upon the conversion of shares of their Series B Non-Voting Convertible Preferred Stock.

53M 160M
Aug 11, 2022

10-Q filing | 52.7M shares outstanding

53M 120M
May 12, 2022

10-Q filing | 50.1M shares outstanding

50M 120M
Mar 29, 2022

10-K filing | 43.7M shares outstanding

44M 120M
Feb 04, 2022

S-1 filing: This S-1 filing relates to the resale of up to 37,500,000 shares of common stock by selling stockholders upon the exercise of outstanding common stock warrants.

45M 120M
Dec 01, 2021

S-1 filing: This S-1 filing relates to the resale of up to 37,500,000 shares of NovaBay Pharmaceuticals, Inc.'s common stock upon the conversion of Series B Non-Voting Convertible Preferred Stock.

45M 86M
Nov 12, 2021

10-Q filing | 44.9M shares outstanding

45M 48M
Nov 02, 2021

8-K filing: NovaBay Pharmaceuticals, Inc. closed a private placement on November 2, 2021, selling 15,000 shares of Series B non-voting convertible preferred stock convertible into 37,500,000 shares of common stock and warrants exercisable for 37,500,000 shares of common stock for gross proceeds of $15.0 million. ($15.0M proceeds)

45M 48M
Nov 01, 2021

8-K filing: NovaBay Pharmaceuticals, Inc. entered into a Securities Purchase Agreement to sell 15,000 shares of Series B non-voting convertible preferred stock and Common Stock warrants exercisable for 37,500,000 shares of Common Stock in a private placement for an aggregate purchase price of $15,000,000. ($15.0M proceeds)

45M 48M
Aug 12, 2021

10-Q filing | 44.6M shares outstanding

45M 48M
May 06, 2021

10-Q filing | 41.8M shares outstanding

42M 48M
Apr 02, 2021

S-3/A filing: The company may offer and sell up to $30,000,000 of any combination of common stock, preferred stock, debt securities, warrants or units.

42M 48M
Mar 26, 2021

S-3 filing: NovaBay Pharmaceuticals files an S-3 form to register the offering of up to $30,000,000 in common stock, preferred stock, debt securities, warrants, or units.

42M 47M
Mar 25, 2021

10-K filing | 41.8M shares outstanding

42M 17M
Nov 12, 2020

10-Q filing | 40.1M shares outstanding

40M 17M
Oct 13, 2020

8-K filing: NovaBay Pharmaceuticals reports pro forma stockholders' equity of approximately $14 million as of October 12, 2020, believing it has regained compliance with NYSE American listing requirements.

42K 17M
Sep 10, 2020

8-K filing: NovaBay Pharmaceuticals, Inc. entered into a First Amendment to its Services Agreement with TLF Bio Innovation Lab, LLC, modifying the terms of Equity Awards for TLF Bio Innovation's services as product manager for CelleRx.

42M 17M
Aug 21, 2020

S-3 filing: This prospectus relates to the resale of up to 6,898,566 Warrant Shares to be issued upon the exercise of the Warrants issued to the Selling Securityholders in the Warrant Reprice Transaction.

42M 17M
Aug 06, 2020

10-Q filing | 41.7M shares outstanding

42M 10M
May 18, 2020

8-K filing: NovaBay Pharmaceuticals, Inc. entered into a Services Agreement with TLF Bio Innovation Lab, LLC and a Securities Purchase Agreement in which the Company sold 1,000 shares of its common stock for $1,030. ($0.0M proceeds)

28M 10M
May 15, 2020

S-1 filing: This S-1 filing relates to the resale of 10,205,644 shares of NovaBay Pharmaceuticals Inc.'s common stock held by two major stockholders.

28M 10M
May 07, 2020

10-Q filing | 28.0M shares outstanding

28M 0
Mar 26, 2020

10-K filing | 28.0M shares outstanding

28M 0
Feb 06, 2020

POS AM filing: This POS AM filing deregisters 870,973 shares of common stock due to the termination of the SPA, as Triton LP no longer has the opportunity to purchase and resell the shares.

N/A 0
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