SecProbe.io

Mail Stop 4720

August 28, 2015

Via E -mail
Ramin Najafi
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, California 94608

Re: NovaBay Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on August 21 , 2015
  File No.  001-33678

Dear Mr. Najafi :

We have limited our review of your preliminary proxy statement  to the issue s we have
addressed in our comment s.  Please respond to this letter by revising the proxy statement .  Where
you do not believe our comment s apply  to your facts  and circumstances , please tell us why in
your response.

After reviewing the information you provide in response to our comment s, we may have
additional comments.

1. We note your statement s in Proposal 1 , “The additional shares that will be authorized
if this Proposal One is approved may be used for various purposes.  These purposes
may include: raising capital; establishing strategic relationships with other
companies; expanding our business through the acquisition of other businesses,
products or technologies; and other purposes. ”  Please provide proposed disclosure to
be included in your definitive proxy statement describing  any curr ent plans ,
agreements or arrangement s, whether written or oral,  to issue any of the newly
authorized shares  that will be available if Proposal 1  is approved.  If you have no such
plans,  agreements or arrangements  please revise your disclosure to so state.

2. We note that you have left blanks in the fifth paragraph of Proposal 1 for the number
of shares reserved for issuance under your equity compensation plans, shares of
common stock issuable for outstanding options and warrants and the number of
shares autho rized that remain available for issuance.  Please provide proposed
disclosure to be included in your definitive proxy statement to provide this
information.

Ramin Najafi
NovaBay Pharmaceuticals, Inc.
August 28 , 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fil ing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclos ure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contac t Johnny Gharib at (202) 551 -3170  or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
Office of  Healthcare and Insurance