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SEC Comment Letter for NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) (SDEV) — Sep 3, 2015

NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545)
Date: Sept. 3, 2015 · CIK: 0001389545 · Accession: 0000000000-15-044367

Regulatory Compliance Financial Reporting Business Model Clarity

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File numbers found in text: 001-33678

Date
September 3, 2015
Author
/s/ Bryan J. Pitko for
Form
UPLOAD
Company
NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545)

Letter

Mail Stop 4720 September 3, 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 completed our review of your filing . We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or 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 la ws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
/s/ Bryan J. Pitko for

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Mail Stop 4720

September 3, 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Bryan J. Pitko for

 Suzanne Hayes
Assistant Director