Framework Ventures IV L.P. → NovaBay Pharmaceuticals, Inc. SDEV

On January 16, 2026, the Company, R01 Fund LP ("R01") and Framework entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which R01 and Framework purchased pre-funded warrants exercisable for shares of Common Stock (the "January 2026 Pre-Funded Warrants") for a purchase price of $0.17 per share of underlying Common Stock. The January 2026 Pre-Funded Warrants are not exercisable until six months after issuance; accordingly, the shares underlying such warrants are not deemed beneficially owned by the Reporting Persons for purposes of this Statement under Rule 13d-3 and are excluded from the ownership percentages reported herein. The 2026 Pre-Funded Warrants vest on a tiered basis, with 20% of the 2026 Pre-Funded Warrants becoming exercisable 6 months after execution of the Securities Purchase Agreement, 30% of the 2026 Pre-Funded Warrants becoming exercisable 9 months after execution of the Securities Purchase Agreement and the remaining 50% of the 2026 Pre-Funded Warrants becoming exercisable 12 months after execution of the Securities Purchase Agreement, each subject to receipt of stockholder approval. In connection with the same transaction, the Company and certain purchasers, including Framework, entered into an investors' rights agreement (the "Investors' Rights Agreement") that, among other things, provides Framework: (1) customary demand rights for their shares of Common Stock underlying the January 2026 Pre-Funded Warrants, (2) customary piggyback registration rights and (3) nomination rights to appoint one director to the Board.