NovaBay Pharmaceuticals, Inc. (NBY): Business Model Canvas [Dec-2025 Updated]

You're looking at a company in a massive pivot, moving from a small-cap pharmaceutical firm to an entity exploring financial infrastructure and blockchain, so the canvas reflects this transition. NovaBay Pharmaceuticals, Inc. (NBY) is definitely making a hard turn; their Q3 2025 revenue from pharma was just $\mathbf{\$521}$ thousand, showing the old business is fading fast. This new canvas shows they are banking on using their public status as a vehicle for new strategic acquisitions, aiming to attract speculative investors seeking fintech exposure. It's a fascinating, high-stakes corporate restructuring in real-time.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Key Partnerships

You're looking at the critical relationships NovaBay Pharmaceuticals, Inc. (NBY) has established or is actively pursuing as of late 2025, especially following the shift away from its initial dissolution plan.

The most significant recent partnership is the capital infusion and leadership change driven by David E. Lazar, which directly impacts the company's strategic direction.

The sale to PRN Physician Recommended Nutriceuticals, LLC was a major event, representing substantially all of NovaBay Pharmaceuticals, Inc. (NBY)'s assets at that time, which was consummated pursuant to an Asset Purchase Agreement dated September 19, 2024.

The approval for this asset sale required the affirmative vote of a majority of the outstanding shares of NovaBay Pharmaceuticals, Inc. (NBY)'s common stock, which was a threshold of 50 percent of favorable votes.

The company's financial structure, even post-asset sale, shows specific operational metrics as of late 2025:

• Net Income from Continuous Operations: -$1.92 million.
• Current Ratio: 2.9.
• Annual Revenue: $9.78 million.
• Gross Margin: 65.2%.
• Pretax Profit Margin: -112.5%.
• Free Cash Flow: -$2.99 million.

Regarding advisory support for strategic shifts, NovaBay Pharmaceuticals, Inc. (NBY) was actively engaging external help:

• Financial Advisor Engagement: Engaged in March 2025 to explore strategic options if the dissolution proposal failed.
• Legal Review Context: Kuehn Law investigated the Board's process regarding the Avenova sale to PRN Physician Recommended Nutriceuticals, LLC.

The strategic shift under David E. Lazar is explicitly intended to pursue a strategic investment and/or acquisition, moving away from the previously considered liquidation and dissolution path.

As for potential technology partners in the blockchain/fintech space, no specific agreements or financial commitments involving NovaBay Pharmaceuticals, Inc. (NBY) have been publicly detailed as of this late 2025 analysis.

The new CEO, David E. Lazar, is expected to use the investment proceeds to fund a future strategic transaction, and NovaBay Pharmaceuticals, Inc. (NBY) also expected to declare a special cash dividend to stockholders during the third quarter of 2025, with a specific amount of $0.80 per share declared in August 2025, payable on September 29, 2025.

Finance: review the cash reserve available for the Q3 2025 special dividend against the $3.85 million already received from David E. Lazar.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Key Activities

You're looking at the core actions NovaBay Pharmaceuticals, Inc. is taking right now, post-major divestitures, as of late 2025. The focus has clearly shifted from broad commercialization to capital management and exploring new avenues.

Identifying and executing strategic investments/acquisitions

The key activity here is pivoting the remaining corporate structure towards new value creation, funded by recent capital raises. The company intends to use investment proceeds to pursue a strategic investment and/or acquisition. David E. Lazar, the appointed Chief Executive Officer, brings "significant capital restructuring and reverse merger expertise" to this effort.

The foundation for this activity was laid through recent financing events:

• Secured a $6 million securities purchase agreement with David E. Lazar.
• Received $3.85 million in the first closing of that agreement.
• The second closing investment was contingent on stockholder approval, for the remaining $2.15 million.

Capital restructuring and corporate governance management

This has been a massive activity, essentially re-setting the capital structure to support the new strategic direction and avoid the previously authorized dissolution plan. Stockholder approval on October 16, 2025, was central to these moves.

Here are the hard numbers from the October 2025 restructuring events:

Governance shifted with David E. Lazar assuming the CEO role immediately upon the August 19, 2025, agreement, while former CEO Justin Hall moved to Vice President of Business Development.

Maintaining minimal commercial operations for remaining products

The core business is now a much smaller continuing operation following the divestitures of the eyecare and wound care trademarks in January 2025. The Wound Care segment remains, focused on exports to China.

The Q3 2025 financial snapshot for this continuing operation tells the story:

For context on the overall company performance including discontinued segments:

• Year-to-date income from discontinued operations: $11.08 million.
• Year-to-date loss from continuing operations: $6.63 million.
• Consolidated net loss for Q3 2025: $1.29 million.
• Gross margin on product revenue was reported at 65.2% in a recent analysis.

Researching emerging financial infrastructure and network-based markets

This represents a forward-looking key activity that directly influenced the decision to reverse the dissolution plan. The Board is actively assessing new areas for the company to operate within. This exploration specifically includes potential blockchain-based assets. Management states existing cash, plus subsequent financing proceeds, are expected to fund planned expenses at least through November 7, 2026.

Balance sheet figures as of September 30, 2025, show the capital base supporting this research:

• Cash and cash equivalents: $2.31 million.
• Total liabilities: $1.85 million.
• Stockholders' equity: $1.11 million.

The company reported 126,010,749 common shares outstanding as of November 4, 2025. Finance: draft 13-week cash view by Friday.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Key Resources

You're looking at the core assets NovaBay Pharmaceuticals, Inc. is leaning on right now to execute its strategic pivot. Honestly, the key resources are less about legacy product lines and more about financial engineering and the public listing itself, especially after the asset sales.

The most immediate, hard number resource is the liquidity position following the August 2025 capital raise. As of September 30, 2025, NovaBay Pharmaceuticals, Inc. reported $2.31 million in cash and cash equivalents. This cash position, combined with proceeds from subsequent financing, is what management states is expected to fund planned expenses at least through November 7, 2026.

The company's status as a publicly traded entity on the NYSE American (NBY) is a critical, non-tangible resource that was nearly lost. NovaBay Pharmaceuticals, Inc. formally regained compliance with NYSE American continued listing standards on October 20, 2025, after previously facing deficiency notices related to stockholders' equity falling below the required minimum of $6 million. This was resolved through financing activities, including the sale of pre-funded warrants for approximately $6.0 million and Series E preferred stock for approximately $2.15 million. This listing status is now being leveraged to pursue strategic investments and acquisitions, a clear shift from the previously authorized liquidation plan.

Leadership expertise has been fundamentally reshaped to support this new direction. The appointment of David E. Lazar as Chief Executive Officer in August 2025 brought in "significant capital restructuring and reverse merger expertise" to the firm. This expertise is now the primary driver for the company's strategy, which involves exploring opportunities in emerging financial infrastructure and network-based markets.

The proprietary Aganocide® Technology intellectual property (IP) remains a foundational scientific asset, though the immediate focus has shifted to financial restructuring. This technology is described as a "non-antibiotic anti-infective" platform, with historical data showing its compounds, like NVC-422, demonstrated potent activity against resistant bacteria and rapid bactericidal action. While the company previously received funding, such as $2.6 million from Galderma, to advance this research, the current key resource utilization centers on leveraging the public shell for M&A rather than immediate clinical development of this IP.

Here are the key financial and structural metrics underpinning these resources as of late 2025:

The recent capital restructuring provided the necessary runway and governance control to pursue a new path. You can see the structure of the recent capital infusion below:

• Initial investment tranche received: $3.85 million
• Contingent second tranche amount: $2.15 million
• Proceeds from pre-funded warrants: approximately $6.0 million
• Proceeds from Series E preferred stock: approximately $2.15 million

The successful navigation of the NYSE American compliance issues is a testament to the new management's immediate focus on preserving the listing vehicle. The key elements supporting this are:

• NYSE American compliance confirmed on: October 20, 2025
• Equity deficiency cited for being below: $6 million
• New CEO David E. Lazar appointed: August 2025
• Former CEO Justin Hall moved to VP of Business Development

The company's continuing operations show a very lean base following asset divestitures. For Q3 2025, the continuing operations reported:

• Product Revenue: $521 thousand
• Gross Profit: $42 thousand
• Operating Expenses: $1.30 million
• Net Loss from Continuing Operations: $1.33 million

Finance: draft 13-week cash view by Friday.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Value Propositions

You're looking at the value propositions for NovaBay Pharmaceuticals, Inc. (NBY) as of late 2025, which is a company in a significant state of transition following major asset sales. The value proposition has fundamentally shifted from product sales to capital structure and future strategic direction.

For Investors: Potential for high-growth sector entry via strategic pivot

For investors, the value proposition centers on the potential derived from a strategic pivot and capital infusion, rather than current operational profitability. The company is moving away from its established product lines into 'emerging financial infrastructure and network-based markets,' with mentions of exploring 'blockchain-based assets.'

The market reacted to this shift, with the stock trending up by 75.83% on Wednesday, August 20, 2025. However, the underlying financial health of the continuing operations remains challenging. The company reported a net loss from continuing operations of $1.33 million for the third quarter of 2025. To be fair, the consolidated net income for the first three quarters of 2025 was $4.46 million, but this was largely due to $11.082 million of income from discontinued operations. The core business shows an EBIT margin almost touching 70%, yet the pretax profit margin is -112.5%.

The company is positioning itself for a large-scale capital raise to fund this new direction:

• Authorized common stock: 1.5 billion shares.
• Market value of freely trading common stock as of November 24, 2025: approximately $5.9 million.
• Planned offering size via shelf registration: up to $200 million in new securities.

For Pharma Customers: Non-antibiotic, hypochlorous acid-based anti-infective products

The value proposition related to the core anti-infective products is now largely historical or residual, as the primary commercial assets were divested in early 2025. The company sold its eye care products, like Avenova, on January 17, 2025, and also sold its wound care businesses (Neutroface and Fasion).

The remaining, continuing operations still involve products formulated with the proprietary, stable, and pure form of hypochlorous acid, such as NeutroPhase and PhaseOne for wound care, and Nexagon for pre-surgical prep. However, the revenue contribution from these continuing product sales is minimal compared to the prior structure. Here's the quick math on the remaining product segment for Q3 2025:

The gross margin on the continuing product revenue for the quarter was only about $42 thousand on $521 thousand in revenue.

For Shareholders: Return of capital via $0.80 special cash dividend in 2025

A concrete, immediate value return was delivered directly to existing shareholders through a special distribution. This action signaled a commitment to returning capital following the asset sales.

• Special Cash Dividend Amount: $0.80 per share of common stock.
• Record Date: September 15, 2025.
• Payment Date: September 29, 2025.
• Significance: The $0.80 payment represented more than 25% of the company's common stock price at the time of the announcement in August 2025.

For Acquisition Targets: Public listing vehicle and cash for growth

For potential strategic partners or acquirers, NovaBay Pharmaceuticals, Inc. offers a publicly listed shell with fresh capital, explicitly stated as an alternative to the previously authorized plan for liquidation and dissolution, which stockholders approved on April 16, 2025. The company is now a vehicle to pursue strategic transactions.

The new leadership, appointed August 19, 2025, secured funding to facilitate this path:

• Securities Purchase Agreement total value: $6 million.
• Initial cash received in the first closing: $3.85 million.
• The company's cash and cash equivalents as of September 30, 2025, were $2.31 million.

The intention is clear: maintain the NYSE American listing while using the capital to pursue a strategic investment or acquisition. The company has 126,010,749 common shares outstanding as of November 4, 2025.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Customer Relationships

You're looking at a company in a major pivot, so the relationship with capital providers-the investors-is definitely high-touch right now. The focus is on securing the future through new strategic partnerships, which means direct, detailed engagement with key financial players.

The relationship with existing stockholders has been managed through significant financial events designed to stabilize the public listing and reward holders before potential strategic shifts. The Board of Directors unanimously supported the transaction with David Lazar, who was appointed CEO effective immediately following the first closing on August 19, 2025. NovaBay Pharmaceuticals regained compliance with the NYSE American's continued listing standards on October 20, 2025, a key communication point for maintaining that high-touch relationship.

Key figures defining this investor relationship phase include:

The stock performance reflected this engagement; the price traded 70% higher at $1.03 shortly after the August 19, 2025, investment announcement. The total debt-to-equity ratio stands at 0.25, a figure closely watched by stakeholders assessing leverage.

Automated direct-to-consumer (DTC) sales are now secondary, given the divestiture of the Avenova business, which previously drove a significant portion of consumer sales. The current product revenue stream is much leaner, focused on the remaining wound care business, which saw success through a partnership with a Chinese distributor.

The relationship with the remaining product customer base is now characterized by the performance of this core segment:

• Q3 2025 Product Revenue: $521 thousand.
• Q3 2025 Gross Profit: $42 thousand.
• Cumulative Revenue (First Three Quarters 2025): $0.52 million.
• Return on Sales (Quarterly, June 2025): -0.49%.

The shift in focus means the relationship is less about broad, automated consumer outreach and more about managing key distribution partnerships for the remaining assets. The last twelve months revenue reached $10.30M, representing a year-over-year increase of 390.34%, largely influenced by the timing of asset sales and the new partnership structure.

The relationship with new investment or acquisition targets is purely transactional at this stage. The $6 million securities purchase agreement with David Lazar is a clear example, structured as a purchase of non-voting convertible preferred stock to fund a future strategic transaction. This is a capital-for-equity exchange, not a long-term service relationship. Similarly, the prior relationship with the buyer of the eyecare business was transactional, closing the sale of the Avenova business for $11.5 million.

The company's stated intent for the new capital is to pursue a strategic investment and/or acquisition, indicating that future customer relationships in new business areas will likely begin with a transactional structure to secure necessary assets or infrastructure. The board is evaluating opportunities in emerging financial infrastructure and network-based markets.

• Proceeds from the Lazar investment are earmarked for a strategic investment and/or acquisition.
• The company is exploring select blockchain-based assets.

Finance: review the cash flow impact of the $0.80 special dividend payment by Wednesday.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Channels

You're looking at how NovaBay Pharmaceuticals, Inc. gets its message and value to the market and its owners as of late 2025. Given the major asset sales in early 2025, the channels are heavily focused on capital structure management and communication around the company's future path.

Capital markets for new financing and strategic transactions

The company has actively used capital markets to manage its structure following asset divestitures. This involved securing funds and restructuring equity obligations.

Key financial transactions and capital market activities include:

• Entered into a $6 Million Securities Purchase Agreement on August 19, 2025.
• Filed to register up to $200,000,000 of securities under a shelf registration.
• Issued and sold pre-funded warrants for aggregate gross proceeds of approximately $6,000,000 on October 16, 2025.
• Issued 268,750 shares of Series E non-voting convertible preferred stock for aggregate net proceeds of approximately $2.15 million on October 17, 2025.
• The sale of eyecare assets finalized on January 17, 2025, brought in $11.5 million.
• Divestiture of wound care trademarks on January 8, 2025, yielded $500,000.

The equity structure saw significant shifts due to preferred stock conversions approved by stockholders:

As of November 24, 2025, the total outstanding common stock was 126,010,749 shares.

Online platforms (e.g., company website) for remaining product sales

While the primary revenue-generating operations were sold in January 2025, residual or historical channel performance data provides context for the remaining business focus, which is now centered on fulfilling obligations and strategic planning.

Revenue figures related to the former core product line, Avenova, show channel activity:

• Revenue for the quarter ending September 30, 2025, was $521.00K.
• Trailing twelve months revenue (ending Q3 2025) reached $10.30M, representing a 390.34% year-over-year increase.
• Projected quarterly revenue by December 31, 2025, is estimated at 13 MM.
• For the first half of 2024, sales from eyecare products reached $4.8 million.
• Subscribe & Save customers on Amazon grew by 16% in the first half of 2024, which accounted for approximately 24% of online Avenova revenue.

Historical annual revenue context:

Direct communication with stockholders via SEC filings and press releases

Direct communication channels are critical for a company undergoing significant structural changes, such as the dissolution plan or strategic alternatives exploration.

Key filings and dates related to stockholder votes and information dissemination:

• Preliminary Proxy Statement filed with the SEC on Schedule 14A on February 18, 2025, regarding the Special Meeting for the Dissolution proposal.
• Special Meeting of Stockholders held virtually on April 16, 2025.
• At the January 30, 2025, meeting, approximately 49% of all outstanding shares voted in favor of the Dissolution proposal.
• The Form 10-K for the fiscal year ended December 31, 2024, was filed on April 2, 2025.
• Preliminary Proxy Statement for the 2025 Annual Meeting filed on September 10, 2025.
• The 2025 Annual Meeting of Stockholders was intended for October 16, 2025.

Stockholder value events communicated via press release:

• One-Time Special Cash Dividend of $0.80 Per Share declared on August 26, 2025.
• The dividend was payable on September 29, 2025, to stockholders of record as of September 15, 2025.
• The stock price on December 5, 2025, was $1.21, with a 52-week range of $0.46-4.44.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Customer Segments

You're looking at the customer base for NovaBay Pharmaceuticals, Inc. (NBY) right at the end of 2025, post-major strategic shift. The company has definitely pivoted, so the segments reflect both the legacy pharma side and the new direction. Honestly, the numbers tell a story of streamlining.

Speculative and strategic investors seeking exposure to fintech/blockchain

This segment is driven by the company's stated intent to explore opportunities in emerging financial infrastructure and network-based markets, including select blockchain-based assets. You saw the capital restructuring expertise brought in by the new CEO, David E. Lazar, following the August 2025 investment deal. This signals a clear appeal to investors looking for a public vehicle with a new mandate.

Here are the numbers reflecting the current investor landscape and the capital structure underpinning this segment:

The recent corporate actions, like the special dividend and the capital raise, are designed to keep the public listing alive while exploring these new avenues. It's a classic move when a company is repositioning its core business.

Existing customers of remaining pharmaceutical products (e.g., CelleRx)

The pharmaceutical customer base is now much leaner, focusing primarily on wound care following divestitures. While CelleRx isn't explicitly called out with sales figures in the latest reports, the revenue stream is clearly tied to the remaining product portfolio, particularly through international partnerships.

The scale of this remaining customer segment, based on recent financial performance, looks like this:

• Q3 2025 Product Revenue: $521 thousand
• Last Twelve Months Revenue (as of Sep 30, 2025): $10.30M
• Q3 2025 Revenue attributed to Chinese distributor partnership (wound care): $0.5 million (for the three months ended Sep 30, 2025, which doubled year-over-year)

The company is a clinical-stage biotechnology company leveraging its proprietary Aganocide® Technology for anti-infective products. The leading product mentioned in historical context is Avenova Antimicrobial Lid and Lash Solution, though the current focus is wound care.

Potential private companies seeking a reverse merger or public listing

This segment is less about current customers and more about the opportunity NovaBay Pharmaceuticals, Inc. represents as a publicly traded shell, or at least a vehicle for a strategic acquisition. The appointment of a CEO with 'significant capital restructuring and reverse merger expertise' is the clearest indicator here. The company abandoned a plan for dissolution in favor of this new path.

The transaction that enabled this exploration involved a $6 million securities purchase agreement, with $3.85 million received upfront and $2.15 million contingent on stockholder approval in Q4 2025. The total authorized issuance related to preferred stock conversion and warrants could involve up to 120 million shares. This influx of capital and structural change is what makes NovaBay Pharmaceuticals, Inc. an attractive platform for a private entity looking for a public listing without going through the full IPO process.

Finance: draft pro-forma capitalization table reflecting the October 2025 preferred stock conversion by Friday.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Cost Structure

You're looking at the cost structure for NovaBay Pharmaceuticals, Inc. (NBY) after its major divestitures, which fundamentally changed its expense profile as of late 2025. The focus shifts from scaling multiple product lines to managing a leaner continuing operation, primarily wound care, while dealing with the residual costs of corporate restructuring.

Low operating expenses from streamlined core business (Q3 2025: $1.30 million). This figure represents the total operating expenses for the third quarter of 2025, reflecting a significant reduction from prior periods when the eyecare and skincare segments were active. This low base is a direct result of the strategic pivot away from larger commercial infrastructures.

General and administrative (G&A) expenses for public company compliance remain a necessary fixed cost, though they have seen reductions post-divestiture. For the three months ended September 30, 2025, G&A expenses were reported at $1.21 million. This is a notable decrease, as G&A expenses for the same period in 2024 were higher, and Q1 2025 G&A was $2.7 million.

Costs associated with strategic exploration and due diligence are now manifesting as non-recurring or one-time charges related to the ongoing evaluation of the company's future, which includes exploring opportunities in emerging financial infrastructure. For the third quarter of 2025, impairment expenses, which can capture write-downs related to strategic shifts or asset evaluation, totaled $87,000.

Minimal cost of goods sold (COGS) relative to prior scale. With the cessation of major product lines, the Cost of Sales for the continuing wound care business is significantly smaller. For the quarter ending September 30, 2025, the Cost of Sales was $0.48 million, which contrasts sharply with the overall expense structure of the company before the early 2025 divestitures.

Here's a quick look at the key cost components for the continuing operations in Q3 2025:

The operating expense structure shows that G&A consumes the vast majority of the total operating spend for the continuing operations. To be fair, the remaining operating expenses, which would include Sales & Marketing, are quite small:

• Total Operating Expenses: $1.30 million
• Less: General and Administrative Expenses: $1.21 million
• Implied Other Operating Expenses (e.g., S&M): $0.09 million

This tight control over Sales and Marketing spend, down to an implied $90,000 for the quarter, highlights the streamlined nature of the remaining business, which is largely focused on exports to China.

NovaBay Pharmaceuticals, Inc. (NBY) - Canvas Business Model: Revenue Streams

You're looking at the revenue picture for NovaBay Pharmaceuticals, Inc. (NBY) after some major strategic shifts, so the streams are quite different now compared to a few years ago. The focus has clearly narrowed, making the existing and one-time sources stand out.

The primary, albeit minimal, revenue generation comes from the remaining core business operations, which are now much leaner following significant divestitures earlier in 2025. Honestly, you need to watch this segment closely to see if it can achieve self-sustainability.

• Minimal product sales from continuing operations (Q3 2025: $521 thousand)
• Interest income on cash reserves (minimal)

The company's financial position as of late 2025 is heavily influenced by the proceeds from asset sales, which are now classified under discontinued operations but provide the current liquidity runway. As of September 30, 2025, NovaBay Pharmaceuticals, Inc. reported cash and cash equivalents of $2.31 million.

The largest single financial event impacting the recent consolidated results was the sale of the Avenova brand and related assets. This is a key number to track, even though it's a one-time event for discontinued operations.

Looking forward, the potential for new revenue is tied to the company's stated exploration of different sectors. You can see management is actively evaluating new directions, which is where any significant future revenue growth would have to originate, given the divestitures.

Potential future revenue from new strategic ventures/acquisitions is currently speculative, but the company is evaluating opportunities in:

• Emerging financial infrastructure markets.
• Network-based assets, potentially including select blockchain-based assets.

To be fair, the reported net income for the trailing twelve months ending September 30, 2025, was $3.24 million, but this figure is heavily skewed by the gains from those discontinued operations, not the core business. Finance: draft 13-week cash view by Friday.