SEC Comment Letter 0000000000-23-009735 to NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) (NBY)
NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545)
Date: Sept. 1, 2023 · CIK: 0001389545 · Accession: 0000000000-23-009735
AI Filing Summary & Sentiment
File numbers found in text: 001-33678
Letter
United States securities and exchange commission logo September 1, 2023 Justin Hall Chief Executive Officer NovaBay Pharmaceuticals, Inc. 2000 Powell Street, Suite 1150 Emeryville, California 94608 Re:NovaBay Pharmaceuticals, Inc. Definitive Proxy Statement on Schedule 14A Filed May 18, 2023 File No. 001-33678 Dear Justin Hall: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed May 18, 2023 Pay-versus-Performance, page 36 1.We note your disclosure in the pay versus performance table of negative amounts for your total shareholder return. It is not clear whether the amounts reported represent the dollar value, based on the cumulative total shareholder return as of the end of each year, of a fixed investment beginning at the measurement point of $100 dollars in your stock, as required by Regulation S-K Item 402(v)(2)(iv). Please ensure that you present your total shareholder return amounts in the table as required by Regulation S-K Item 402(v)(2)(iv). 2.Regarding the table in footnote b of the "Reconciliation of Compensation Actually Paid Table" section, it is unclear what amounts are reflected in the columns titled "Period-over- period change in fair value of outstanding and unvested equity awards" and "Period-over- period change in fair value of equity awards granted in prior periods that vested in the period." Specifically, equity awards granted in prior years that either remain unvested or that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and end of the fiscal year or the vesting date, respectively, not the "period-over-period" change in value. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Regulation S-K Item 402(v)(2)(iii)(C)(1)(iv).
FirstName LastNameJustin Hall Comapany NameNovaBay Pharmaceuticals, Inc. September 1, 2023 Page 2 FirstName LastName Justin Hall NovaBay Pharmaceuticals, Inc. September 1, 2023 Page 2 Please contact Meg Graham at 202-551-6521 or Charlie Guidry at 202-551-3621 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 1, 2023
Justin Hall
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, California 94608
Re:NovaBay Pharmaceuticals, Inc.
Definitive Proxy Statement on Schedule 14A
Filed May 18, 2023
File No. 001-33678
Dear Justin Hall:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed May 18, 2023
Pay-versus-Performance, page 36
1.We note your disclosure in the pay versus performance table of negative amounts for your
total shareholder return. It is not clear whether the amounts reported represent the dollar
value, based on the cumulative total shareholder return as of the end of each year, of a
fixed investment beginning at the measurement point of $100 dollars in your stock, as
required by Regulation S-K Item 402(v)(2)(iv). Please ensure that you present your total
shareholder return amounts in the table as required by Regulation S-K Item 402(v)(2)(iv).
2.Regarding the table in footnote b of the "Reconciliation of Compensation Actually Paid
Table" section, it is unclear what amounts are reflected in the columns titled "Period-over-
period change in fair value of outstanding and unvested equity awards" and "Period-over-
period change in fair value of equity awards granted in prior periods that vested in the
period." Specifically, equity awards granted in prior years that either remain unvested or
that vest during the relevant year should be valued as the difference between the fair value
as of the end of the prior fiscal year and end of the fiscal year or the vesting date,
respectively, not the "period-over-period" change in value. Please ensure that your table
headings reflect accurately the amounts used to calculate compensation actually paid.
Refer to Regulation S-K Item 402(v)(2)(iii)(C)(1)(iv).
FirstName LastNameJustin Hall
Comapany NameNovaBay Pharmaceuticals, Inc.
September 1, 2023 Page 2
FirstName LastName
Justin Hall
NovaBay Pharmaceuticals, Inc.
September 1, 2023
Page 2
Please contact Meg Graham at 202-551-6521 or Charlie Guidry at 202-551-3621 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program