SecProbe.io

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 NovaBay Pharmaceuticals, Inc.

 2000 Powell Street, Suite 1150

 Emeryville, California 94608

 (510) 899-8838

 November 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 RE:

 NovaBay Pharmaceuticals, Inc.

 Registration Statement on Form S-3 (File No. 333-290712)

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-290712) (the “ Registration Statement ”) be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on November 25, 2025, or as soon as possible thereafter. The Company hereby authorizes Timothy Machat of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Timothy Machat of Ropes & Gray LLP at Timothy.Machat@ropesgray.com or (212) 596-9281.

 Very truly yours,

 NOVABAY PHARMACEUTICALS, INC.

 By:

 /s/ Tommy Law

 Tommy Law

 Chief Financial Officer & Treasurer

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Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, New York 10019

July 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

			Attn:

			Jimmy McNamara

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Registration Statement on Form S-1

			File No. 333-280423

Ladies and Gentlemen:

Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request by NovaBay Pharmaceuticals, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:30 p.m. (Eastern Time), or as soon as practicable thereafter, on Tuesday, July 23, 2024, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

			Very truly yours,

			Ladenburg Thalmann & Co. Inc.

			By:

			/s/ Nicholas Stergis

			Nicholas Stergis

			Managing Director, Investment Banking

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July 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

			Attn:
			Jimmy McNamara

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Registration Statement on Form S-1

			File No. 333-280423

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), to become effective as of 5:30 p.m. (Eastern standard time) on Tuesday, July 23, 2024, or as soon as practicable thereafter.

Under separate cover, you will receive today a letter from the representative of the underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

cc:         Abby E. Brown, Squire Patton Boggs (US) LLP

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June 25, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-280363

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Thursday, June 27, 2024, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

cc:         Abby E. Brown, Squire Patton Boggs (US) LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                        June 25, 2024

       Justin M. Hall
       Chief Executive Officer and General Counsel
       NovaBay Pharmaceuticals, Inc.
       2000 Powell Street, Suite 1150
       Emeryville, CA 94608

                                                        Re: NovaBay
Pharmaceuticals, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 21, 2024
                                                            File No. 333-280423

       Dear Justin M. Hall:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Jimmy
McNamara at 202-551-7349 with any questions.

                        Sincerely,

                        Division of Corporation Finance

                        Office of Life Sciences
       cc:                                              Abby E. Brown
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 5, 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 completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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October 2, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, NE

Washington, D.C. 20549-7010

Attention: Ms. Meg Graham and Mr. Charlie Guidry

			Re:

			NovaBay Pharmaceuticals, Inc.

			Definitive Proxy Statement on Schedule 14A

			Filed May 18, 2023

			File No. 001-33678

			SEC Letter Dated September 1, 2023

Dear Staff,

On behalf of NovaBay Pharmaceuticals, Inc. (the “Company,” “us” “we” or “our”), we respectfully submit this letter in response to comments received from the Disclosure Review Program of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in its letter dated September 1, 2023, relating to the Pay-versus-Performance disclosures in our Definitive Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Stockholders (the “Proxy Statement”). In this letter, we have recited the comment from the Staff in italicized, bold type and have followed this with our response respectfully submitted thereto.

Proxy Statement

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).

The amounts disclosed in our as-filed Proxy Statement represented the annual change (measured in dollars) of an investment of $100 in the Company’s stock over each period presented, rather than the total dollar value of the $100 investment at the end of each period. Accordingly, the Company’s cumulative total shareholder return for fiscal years ended December 31, 2021 and December 31, 2022 for a fixed investment of $100 should have been reported as $54.03 and $7.99, respectively, in the Proxy Statement. In the future, the Company will ensure the figures reported represent the cumulative value of an investment of $100 in our stock, reflecting the total shareholder return of such fixed investment at each measurement point, 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).

The amounts reflected in the “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” do represent the difference between the fair value as at the end of the prior fiscal year and as at the end of the fiscal year or the vesting date, as applicable. Going forward, the Company will utilize the headers “Change in Value of Prior Year’s Awards Unvested at Fiscal Year End” and “Change in Value of Prior Year’s Awards that Vested in Year Reported” for clarity.

* * * * *

We appreciate the Staff’s comments and request that the Staff contact the undersigned with any questions regarding this letter at (510) 899-8800.

			Sincerely,

			/s/ Justin M. Hall

			Justin M. Hall

			Chief Executive Officer and General

			Counsel

cc:         Abby Brown, Esq., Squire Patton Boggs

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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June 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-272304

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended, to become effective as of 5:00 p.m. (Eastern time) on Thursday, June 8, 2023, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

cc:         Abby E. Brown, Squire Patton Boggs (US) LLP

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June 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 33-272297

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended, to become effective as of 5:00 p.m. (Eastern time) on Thursday, June 8, 2023, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

cc:         Abby E. Brown, Squire Patton Boggs (US) LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                          June 6, 2023

       Justin Hall, Esq.
       Chief Executive Officer and General Counsel
       NovaBay Pharmaceuticals, Inc.
       2000 Powell Street, Suite 1150
       Emeryville, CA 94608

                                                        Re: NovaBay
Pharmaceuticals, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed May 31, 2023
                                                            File No. 333-272304

       Dear Justin Hall:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Daniel
Crawford at 202-551-7767 with any questions.

                          Sincerely,

                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Abby E. Brown, Esq.
</TEXT>
</DOCUMENT>

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May 18, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-269083

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended, to become effective as of 5:00 p.m. (Eastern time) on Monday, May 22, 2023, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

cc:         Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
January 4, 2023
Justin M. Hall, Esq.
Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 30, 2022
File No. 333-269083
Dear Justin M. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

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December 13, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-268738

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Thursday, December 15, 2022, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

cc:         Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
December 13, 2022
Justin M. Hall
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 9, 2022
File No. 333-268738
Dear Justin M. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

United States securities and exchange commission logo
October 27, 2022
Justin M. Hall, Esq.
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 25, 2022
File No. 333-268002
Dear Justin M. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

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October 27, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-268002

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Monday, October 31, 2022, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			    /s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
February 8, 2022
Justin M. Hall, Esq.
Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed February 4, 2022
File No. 333-262550
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

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February 8, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-262550

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Thursday, February 10, 2022, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			    /s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

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December 8, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-261443

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Friday, December 10, 2021, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			    /s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
December 8, 2021
Justin M. Hall
Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 1, 2021
File No. 333-261443
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gary Guttenberg at (202) 551-6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby Brown

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April 5, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-3, File No. 333-254744

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3, as amended by Amendment No. 1 to the Form S-3, to become effective as of 5:00 p.m. (Eastern time) on Wednesday, April 7, 2021, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			    /s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
April 2, 2021
Justin Hall, Esq.
Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed March 26, 2021
File No. 333-254744
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

CORRESP
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			 August 28, 2020

			 VIA EDGAR

			 Securities and Exchange Commission

			 Division of Corporation Finance

			 100 F Street, N.E.

			 Washington, DC 20549

			Re:

			 NovaBay Pharmaceuticals, Inc. (the “Company”)

			 Form S-3, File No. 333-248238

			 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Tuesday, September 1, 2020, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			 /s/ Justin Hall

			Justin Hall

			Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
August 27, 2020
Justin M. Hall, Esq.
Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed August 21, 2020
File No. 333-248238
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

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May 20, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:         NovaBay Pharmaceuticals, Inc. (the “Company”)

Form S-1, File No. 333-238317

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Friday, May 22, 2020, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			 /s/ Justin Hall

			Justin Hall

			President & Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
May 20, 2020
Justin M. Hall, Esq.
President, Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 15, 2020
File No. 333-238317
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

October 31, 2019
Justin M. Hall, Esq.
President, Chief Executive Officer and General Counsel
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 25, 2019
File No. 333-234330
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Abby E. Brown, Esq.

CORRESP
1
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	nby20191031_corresp.htm

November 1, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-1, File No. 333-234330

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective as of 5:00 p.m. (Eastern time) on Tuesday, November 5, 2019, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			 /s/ Justin Hall

			Justin Hall

			President & Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

CORRESP
1
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	nby20190910_corresp.htm

September 11, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-3, File No. 333-233623

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Thursday, September 12, 2019, or as soon as practicable thereafter.

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			 /s/ Justin Hall

			Justin Hall

			President & Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

September 10, 2019
Justin M. Hall
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed September 4, 2019
File No. 333-233623
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

July 29, 2019
Justin Hall, Esq.
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed July 26, 2019
File No. 333-232860
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
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	nby20190729_corresp.htm

July 29, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-3, File No. 333-232860

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Wednesday, July 31, 2019, or as soon as practicable thereafter.

The Company further acknowledges that:

			●

			should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

			●

			the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

			●

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

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			/s/ Justin Hall

			Justin Hall

			President & Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

CORRESP
1
filename1.htm

	nby20190409_corresp.htm

April 10, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			NovaBay Pharmaceuticals, Inc. (the “Company”)

			Form S-3, File No. 333-230672

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Friday, April 12, 2019, or as soon as practicable thereafter.

The Company further acknowledges that:

			●

			should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

			●

			the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

			●

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

			Very truly yours,

			NovaBay Pharmaceuticals, Inc.

			By:

			 /s/ Justin Hall

			Justin Hall

			Interim President & Chief Executive Officer and General Counsel

			cc:

			Abby E. Brown, Squire Patton Boggs (US) LLP

April 9, 2019
Justin Hall
Interim Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1150
Emeryville, CA 94608
Re:NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 1, 2019
File No. 333-230672
Dear Mr. Hall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Abby E. Brown, Esq.

Mail Stop 4720
June 17, 2016

Mark M. Sieczkarek
Chief Executive Officer
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608

Re: NovaBay  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  June 9, 2016
  File No.  333-211944

Dear Mr. Sieczkarek :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Mark M. Sieczkarek
NovaBay Pharmaceuticals, Inc.
June 17, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Dorrie Yale at 202 -551-8776  or Erin Jaskot, S pecial Counsel, at 202 -551-
3442  with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Abby E. Brown, Esq.
      Squire Patton Boggs (US) LLP

CORRESP
1
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nby20160617_corresp.htm

June 17, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

NovaBay Pharmaceuticals, Inc. (the “Company”)

Form S-3, File No. 333-211943

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Monday, June 20, 2016, or as soon as practicable thereafter.

The Company further acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

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

Very truly yours,

NovaBay Pharmaceuticals, Inc.

By:

/s/ Justin Hall

Justin Hall

Senior Vice President, General Counsel

cc:

Abby E. Brown, Squire Patton Boggs (US) LLP

CORRESP
1
filename1.htm

nby20160617b_corresp.htm

June 17, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

NovaBay Pharmaceuticals, Inc. (the “Company”)

Form S-3, File No. 333-211944

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Monday, June 20, 2016, or as soon as practicable thereafter.

The Company further acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

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

Very truly yours,

NovaBay Pharmaceuticals, Inc.

By:

/s/ Justin Hall

Justin Hall

Senior Vice President, General Counsel

cc:

Abby E. Brown, Squire Patton Boggs (US) LLP

Mail Stop 4720
November 19, 2015

Via E -mail
Justin Hall
Associate General Counsel
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, California 94608

Re: NovaBay Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 6, 2015
File No. 001-33678

Dear Mr. Hall :

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 l aws 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/ Mary Beth Breslin  for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Via E -mail
 Abby E. Brown
 Squire Patton Boggs (US) LLP

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

CORRESP
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August 31, 2015

Jeffrey P. Riedler

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

NovaBay Pharmaceuticals, Inc.

Preliminary Proxy Statement on Schedule 14A Filed on August 21, 2015

File No. 001-33678

Dear Mr. Riedler:

Thank you for your letter dated August 28, 2015 setting forth the Securities and Exchange Commission (“SEC”) staff comments on the above-referenced Preliminary Proxy Statement on Schedule 14A, filed with the SEC on August 21, 2015. This response letter to Staff comments is being filed by NovaBay Pharmaceuticals, Inc. (“NovaBay”). For convenience of the Staff, the comments received have been reproduced below with NovaBay’s response to each comment following.

This response letter has been filed via EDGAR, tagged as “CORRESP.”

1.

We note your statements 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 current plans, agreements or arrangements, 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.

Response: NovaBay does not have any current plans, agreements or arrangements, whether written or oral, to issue any of the newly authorized shares that will be available if Proposal One is approved. However, we note that NovaBay has disclosed in the proxy statement that (i) the liquid resources currently available to fund NovaBay’s business are likely insufficient in the near future and (ii) NovaBay may need to raise additional capital to continue our operations and for our common stock to continue to be listed on the NYSE. To address the Staff’s comment, NovaBay will include additional disclosure in NovaBay’s definitive proxy statement, such that the referenced paragraph below in Proposal One of the NovaBay proxy statement will now read as follows (added language is underlined):

 Jeffrey P. Riedler

August 31, 2015

Page 2

“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. NovaBay does not have any current plans, agreements or arrangements, whether written or oral, to issue any of the newly authorized shares that will be available if Proposal One is approved. NovaBay, however, may raise capital in the future to address its liquidity needs and to regain compliance with the NYSE Market continued listing standards. If this Proposal One is not approved by our stockholders, it is possible that our financing and business development alternatives may be limited by the lack of unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation. In short, if our stockholders do not approve this Proposal One, we may not be able to access the capital markets, complete corporate collaborations or partnerships, and pursue other business opportunities integral to our growth and success. Even if this Proposal One is approved by our stockholders, there is no assurance that we will be successful in raising additional funds or pursuing other business opportunities.”

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 authorized that remain available for issuance. Please provide proposed disclosure to be included in your definitive proxy statement to provide this information.

Response: As our record date is September 2, 2015, it is possible that the share amounts as of this date could adjust prior to filing our definitive proxy statement, but as of August 31, 2015, such numbers are as follows:

“Of the 120,000,000 shares of our common stock currently authorized, as of the close of business on August 31, 2015, there were 74,813,656 shares of common stock outstanding. In addition to the shares of common stock outstanding on August 31, 2015, an aggregate of 8,694,000 shares were reserved for issuance under our equity compensation plans. In addition, we have reserved for future issuance 26,786,000 shares of common stock for outstanding options and warrants, which leaves 9,706,344 authorized shares of common stock that remain available for issuance by us.”

On behalf of NovaBay, this is to acknowledge that:

●

NovaBay is responsible for the adequacy and accuracy of the disclosure in the filing;

Jeffrey P. Riedler

August 31, 2015

Page 3

●

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

●

NovaBay 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.

We appreciate the Staff’s attention to NovaBay’s filings and the opportunity to provide the foregoing responses to the Staff’s comments. If you wish to discuss any of the foregoing responses to your comments, please call me at (510) 899-8870.

Very truly yours,

/s/ Justin Hall

Justin Hall

Associate General Counsel

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

CORRESP
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nby20150708_corresp.htm

July 8, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

NovaBay Pharmaceuticals, Inc. (the “Company”)
Form S-3, File No. 333-204998

Ladies and Gentlemen:

The Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Friday, July 10, 2015, or as soon as practicable thereafter.

The Company further acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

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

Very truly yours,

NovaBay Pharmaceuticals, Inc.

By:

/s/ Thomas J. Paulson

Thomas J. Paulson

Chief Financial Officer

cc:

Brett D. White, Cooley LLP

Nikki D. Pope, Cooley LLP

July 1, 2015

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

Re: NovaBay  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  June 16 , 2015
  File No.  333-204998

Dear Dr. Najafi :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

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

Ramin Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc.
July 1 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Scot Foley  at (202) 551 -3383 or Bryan Pitko at (202) 551 -3203  with any
questions.

Sincerely,

 /s/ Bryan J. Pitko  for

Jeffrey P. Riedler
Assistant Director

cc: Brett D. White, Esq.
 Nikki Pope, Esq.
Cooley LLP
 3175 Hanover Street
 Palo Alto, CA 94304 -1130

CORRESP
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April 16, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

NovaBay Pharmaceuticals, Inc. (the “Company”)
Form S-3, File No. 333-203112

Ladies and Gentlemen:

The Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Monday, April 20, 2015, or as soon as practicable thereafter.

The Company further acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

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

Very truly yours,

NovaBay Pharmaceuticals, Inc.

By:

/s/ Thomas J. Paulson

Thomas J. Paulson

Chief Financial Officer

cc:

Brett D. White, Cooley llp

Nikki D. Pope, Cooley llp

April 6 , 2015

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

Re: NovaBay  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  March 31, 2015
  File No.  333-203112

Dear Dr. Najafi :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in y our
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. We note that that you have a pending co nfidential treatment request.  Please be advised
that we will not be in a position to accelerate the effectiveness of your registration
statement until we have completed processing your confidential treatment request .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the compa ny
acknowledging that:

Ramin Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc.
April 6 , 2015
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Matthew Jones  at (202) 551 -3786  or me at (202) 551 -3715  with any other
questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Brett D. White, Esq.
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304 -1130

CORRESP
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April 27, 2012

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

NovaBay Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-180460

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 5:00 p.m. Eastern Time on Tuesday, May 1, 2012, or as soon thereafter as is practicable.

Further, NovaBay Pharmaceuticals, Inc. hereby confirms to the Commission:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

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

Sincerely,

NovaBay Pharmaceuticals, Inc.

/s/ Thomas J. Paulson

By:
Thomas J. Paulson

Chief Financial Officer

cc:
Brett D. White

Cooley llp

April 10, 2012
 Via E-Mail

Ramin Najafi, Ph.D. Chief Executive Officer NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608
Re: NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3 Filed March 29, 2012
  File No. 333-180460

Dear Dr. Najafi:
 We have limited our review of your regist ration statement to the pending confidential
treatment request you submitted in conjunction with this filing.  We  will not be in a position to
declare this filing effective unt il we have completed our revi ew of the related confidential
treatment request.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Ramin Najafi, Ph.D. NovaBay Pharmaceuticals, Inc. April 10, 2012 Page 2

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,
   /s/ Jeffrey Riedler    Jeffrey Riedler
Assistant Director

March 3, 2011

Ramin Najafi
Chief Executive Officer and President
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608

Re: NovaBay Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 30, 2010
File No. 001-33678

Dear Mr. Najafi:

 We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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VIA EDGAR

February 18, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

NovaBay Pharmaceuticals, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 30, 2010

File No. 001-33678

Dear Mr. Rosenberg:

On behalf of NovaBay Pharmaceuticals, Inc. (“NovaBay”) we are responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 4, 2011, with respect to NovaBay’s Form 10-K listed above (the “Comments”).  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

Our Target Indications and Product Candidates, page 4

1.  We note your response to prior comment one that confidential treatment requests have been granted with respect to your agreements with Alcon and Galderma.  However, with respect to royalty rates, we are not looking for disclosure of the exact royalty rates, but we are looking for disclosure of a range of royalty rates within a ten percent range.  That range of royalty rates is material information that needs to be disclosed and is not the subject of a confidential treatment request.  With respect to milestone payments, we are not looking for a disclosure of individual milestone payments, but we are looking for disclosure of aggregate milestones.  We note that section 8.4 of the Collaboration and License Agreement with Galderma, which discusses milestones payable, states, “the maximum amount payable by Galderma to NovaBay pursuant to this Section 8.4 for Acne products is $30,000,000 and for Impetigo Products is $12,750,000,”  and that these aggregate amounts were not redacted from the agreement.  Please provide draft disclosure to be included in your 2010 Form 10-K describing the range of royalty rates for your agreements with Alcon and Galderma and aggregate milestones payable under the Galderma agreement.

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

1

Response:

Alcon agreement:

We intend to add the following wording to our disclosures in our 2010 Form 10-K:

“On November 18, 2010 Alcon extended the funding term to December 31, 2015, subject to earlier termination of the agreement at Alcon’s election, with six months prior written notice.  The collaboration also calls for Alcon to pay for all developmental and clinical costs.  NovaBay has the potential to receive up to $70 million in milestones from Alcon, and royalties ranging in single digits on net sales of products once commercialized.”

Galderma agreement:

We intend to add the following wording to our disclosures in our 2010 Form 10-K:

“NovaBay has the potential to receive up to $62 million in predetermined fees, including milestones and personnel reimbursement, with additional funding available to cover product and clinical development.  We are entitled to royalties ranging from 10% to 30% on cumulative net sales of products once commercialized, subject to some reductions based on any development costs incurred directly by Galderma.”

Item 7. Management’s Discussion and Analysis

Results of Operations

Comparison of Years Ended December 31, 2009, 2008 and 2007

Research and Development, page 33

2.  Refer to your response to prior comment three, and address the following:

·

Disclose that you have not historically maintained research and development costs by program, and disclose why you have not maintained such costs by program;

·

Disclose that you are beginning to set up such tracking on your research and development programs to allow for tracking within each program on a go forward basis; and

·

Disclose the date at which you will begin tracking and disclosing research and development costs by program.

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

2

Response:

We intend to add the following disclosure to our 2010 Form 10-K:

”At the end of 2010 NovaBay adopted a strategy of focusing on specific healthcare markets as we develop our compounds.  NovaBay is developing commercial opportunities for its portfolio of anti-infectives Aganocide compounds in four distinct healthcare markets: dermatology, ophthalmology, urology and hospital infections. Each of these market segments are underserved by current products.  Therefore there is a substantial market potential for improved treatments.  NovaBay’s strategy is to address these market opportunities either through partnerships and collaborations or by building an internal organization to strategically market its own products.

Historically, as we were developing our focus, we did not track our research and development costs by market or indication.  Our research and development efforts crossed multiple programs and our programs were not clearly defined, making the tracking of program costs impractical.  During 2011, we are setting up processes to allow us to track our costs based on these four specific healthcare markets and we plan to begin providing investors with detailed financial information relating to our efforts in each of these markets in 2012.”

Notes to Consolidated Financial Statements

Note 9. Stockholders’ Equity

Stock Warrants, page 58

3.  Refer to your response to prior comment four.  Regarding your analysis of ASC 815-40-25-11, you state that the contract does not specify that NovaBay must deliver registered shares.  In general, warrants issued in a public offering are required to settle in registered shares, and net cash settlement of the contract is assumed unless otherwise specified in the contract.  It appears that section 14 of the warrant agreement does not absolve the Company from its obligation to net cash settle in all instances given that section 14 excludes section 1(c).  Please provide us your accounting analysis demonstrating why section 1(c) does not require net cash settlement and therefore recording the warrants as a liability and marking them to fair value at each balance sheet date through charges or credits to the statement of operations.

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

3

Response:

Under the Warrant Agreement, the warrant holder has only two settlement alternatives. The holder may cash exercise the warrant if a registration statement is effective and available for the sale of the shares issuable upon exercise of the warrant at the time of exercise (or an exemption for the sale is available).1  Otherwise, the holder may do a cashless exercise of the warrant and receive shares pursuant to Section 1(d) of the Warrant Agreement, in which case no registration is required.2 The issuance of shares in the cashless exercise qualifies for the exception referred to in ASC 815-40-25-11, which is ASC 815-40-25-16, because: a) the net share settlement results in the delivery of shares issued upon the net exercise of warrants that were sold pursuant to the original registration statement in August 2009; and b) there are no further timely filing or registration requirements.

The two settlement alternatives under the Warrant Agreement are both within the control of the Company, and both result in the delivery of shares pursuant to a registered sale transaction.3  Furthermore, as stated in Section 14, the Company and the warrant holder agree that the Company has no obligation to net cash settle unless it fails to deliver shares pursuant to Section 1(c). Section 1(c) merely requires a delivery of shares within 3 days of exercise.  This is an administrative function which is within the control of the Company.

* * * *

In addition, NovaBay acknowledges:

·

NovaBay is responsible for the adequacy and accuracy of the disclosure 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

·

NovaBay 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.

1 Per Section 1(a) of the Warrant Agreement, “...this Warrant may be exercised ... if ... a registration statement ... is effective and available ... or an exemption ... is available ....”

2 In a net exercise, no registration statement is required because the issuance is pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.  Section 3(a)(9) exempts from registration the issuance of one security (the shares) solely in exchange for another security (the warrant), solely with the Company’s securityholders (the warrantholders).

3 In the case of a net exercise, the delivery is of shares is not a registered sale transaction, but rather is pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, in exchange for the warrant which was issued in a registered sale transaction.

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

4

Please do not hesitate to call me at (510) 899-8809, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NovaBay Pharmaceuticals, Inc.

By:

/s/ Thomas J. Paulson

Thomas J. Paulson

Chief Financial Officer

cc:
Ron Najafi, Chairman and Chief Executive Officer

Brett White, Cooley LLP

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

5

February 4, 2011

Ramin Najafi
Chief Executive Officer and President
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608

Re: NovaBay Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 30, 2010
File No. 001-33678

Dear Mr. Najafi:

We have reviewed your January 7, 2011 re sponse to our December 14, 2010 letter and
have the following comments.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Our Target Indications and Product Candidates, page 4

1. We note your response to prior comment one that confidential trea tment requests have
been granted with respect to your agreements  with Alcon and Galderma.  However, with
respect to royalty rates, we are not looking for disclosure of  the exact royalty rates, but
we are looking for disclosure of a range of r oyalty rates within a te n percent range.  That
range of royalty rates is material informati on that needs to be disclosed and is not the
subject of a confidential treatment request.  With respect to milestone payments, we are not looking for disclosure of  individual milestone paym ents, but we are looking for
disclosure of aggregate milestones.  We note that section 8.4 of  your Collaboration and
License Agreement with Galderma, which disc usses milestones payable, states, “the
maximum amount payable by Galderma to NovaBay pursuant to this Section 8.4 for Acne Products is $30,000,000 and for Impeti go Products is $12,750,000,” and that these
aggregate amounts were not redacted from  the agreement.  Please provide draft
disclosure to be incl uded in your 2010 Form 10-K descri bing the range of royalty rates
for your agreements with Alcon and Galder ma and aggregate milestones payable under
the Galderma agreement.

Ramin Najafi
NovaBay Pharmaceuticals, Inc.
February 4, 2011 Page 2

 Item 7.  Management’s Discussion and Analysis

Results of Operations
Comparison of Years Ended December 31, 2009, 2008 and 2007
Research and Development, page 33

2. Refer to your response to prior comment  three, and addr ess the following:
 Disclose that you have not hi storically maintained research and development costs
by program, and disclose why you have not maintained such costs by program;
 Disclose that you are begi nning to set up such tracki ng on your research and
development programs to allow for tracking within each program on a go forward
basis; and
 Disclose the date at which you will begi n tracking and disclosing research and
development costs by program.
 Notes to Consolidated Financial Statements

Note 9. Stockholders’ Equity
Stock Warrants
Investor Warrants, page 58

3. Refer to your response to prior comment four .  Regarding your analysis of ASC 815-40-
25-11, you state that the contract  does not specify that NovaBay must deliver registered
shares.  In general, warrants issued in a public unit offering are required to settle in
registered shares, and net cash settlement of  the contract is assumed unless otherwise
specified in the contract.  It  appears that section 14 of the warrant agreement does not
absolve the Company from its obligation to ne t cash settle in all instances given that
section 14 excludes section 1(c).  Pleas e provide us your accounting analysis
demonstrating why section 1(c) does not require net cash settlement and therefore
recording the warrants as a liability and marki ng them to fair value at each balance sheet
date through charges or credits to the statement of operations.

You may contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Joel Parker,
Branch Chief, at (202) 551-3651 if you have a ny questions regarding the processing of your
response, as well as any questions regarding co mments on the financial statements and related
matters.  You may contact Johnny Gharib, Sta ff Attorney, at (202) 551-3170, or Sebastian
Gomez Abero, Staff Attorney, at (202) 551-3578 with  questions on comment one.  In this regard,
do not hesitate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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VIA EDGAR

January 7, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

NovaBay Pharmaceuticals, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 30, 2010

File No. 001-33678

Dear Mr. Rosenberg:

On behalf of NovaBay Pharmaceuticals, Inc. (“NovaBay”) we are responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 14, 2010, with respect to NovaBay’s Form 10-K listed above (the “Comments”).  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

Our Target Indications and Product Candidates, page 4

1.  We note that you have a collaboration and license agreement with Alcon and a collaboration agreement with Galderma.  With respect to your agreement with Alcon, please provide draft disclosure for future filings describing the range of royalty rates that may be payable to you and the term of the agreement.  With respect to your agreement with Galderma, please provide draft disclosure for future filings describing the range of royalty rates that may be payable to you, aggregate milestones payable under the agreement, and the term and termination provisions of the agreement.

Response:

Alcon agreement:

We filed a redacted copy of our collaboration and licensing agreement with Alcon as an exhibit to our registration statement on Form S-1/A, as filed with the SEC on March 30, 2007, and were granted confidential treatment related to the royalty rates that may be payable to us in the future due to the competitive disadvantage this would place on both NovaBay and our partner if this information were made public.  Based on this we do not list the royalty rates in our public filings.

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

1

On November 4, 2010, we entered into an amended agreement with Alcon that extends the term of that agreement.  Pursuant to this amendment, we will be adding the following wording to our Form 10-K for the fiscal year ended December 31, 2010:

“We amended this agreement on November 4, 2010 to extend the funding term of the agreement through December 31, 2015.  The amendment also provides a termination provision that requires written notice not less than six (6) months in advance of the next funding date.”

Galderma agreement:

We filed a redacted copy of our collaboration and licensing agreement with Galderma as an exhibit to our quarterly report on Form 10-Q/A for the quarter ended March 31, 2009, as filed with the SEC on August 4, 2009, and were granted confidential treatment related to the royalty rates and aggregate milestones that may be payable to us in the future due to the competitive disadvantage this would place on both NovaBay and our partner if this information were made public..  Based on this, we do not list the potential milestones or royalty rates in our public filings.

Pursuant to the term and termination provisions of the agreement, we plan to add the following paragraph to our Form 10-K for the fiscal year ended December 31, 2010:

“The term of the agreement continues until all royalty obligations on behalf of each Party have expired.  Galderma has the right to terminate the agreement in its entirety upon six months’ written notice, or terminate portions of the agreement upon 60 days’ notice, subject to certain provisions.  Both parties have the right to terminate the agreement for breach upon 60 days’ notice.”

Intellectual Property, page 7

2.  We note that you have one issued foreign patent in China, Hong Kong, Israel, India, Mexico and South Korea.  Please provide proposed disclosure for future filings describing the subject matter of this patent and the expiration date of the patent.

Response:

In response to this query we are planning to expand the detail provided as follows:

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

2

“We are the assignee of record of four issued patents in the U.S. and eight issued patents in foreign countries.   In addition to our issued patents, we own or are the exclusive worldwide licensee of 24 patent applications in various stages of prosecution in the U.S. and 56 applications pending in foreign countries and regions including Canada, China, Europe, India, and Japan.  Additional applications will enter the foreign national phase once they pass through the international phase of the Patent Cooperation Treaty.

The subject matter of our patents and patent applications covers four types of technologies: methods relating to the manufacture and use of our hypochlorous acid solution NVC-101, compositions of matter of our Aganocide compounds, methods of treating or preventing microbial ailments utilizing NVC-101 and/or our Aganocide compounds, and formulations.   In April of 2009 the Company entered into an exclusive worldwide license to patent applications relating to methods of use of N-chlorotaurine.   These applications are pending in the U.S. and abroad.

Our first issued patent in the U.S. provides coverage for a method of treating burns or promoting wound healing, tissue repair or tissue regeneration using a specific range of formulations of NVC-101.  This patent was issued on July 30, 2002 and will expire in 2020 with payment of maintenance fees.  Corresponding patents have been issued in China, India, Israel, Hong Kong, Mexico and South Korea.  Our second issued patent in the U.S. provides coverage for a method of disinfecting open wounds and burns, promoting wound healing or providing ocular disinfection using a specific range of formulations of NVC-101.  This patent was issued on July 1, 2008 and will expire in 2020 with payment of maintenance fees.  This application was filed only in the U.S.   Our third issued patent in the U.S. provides composition-of-matter coverage of our lead development candidate, NVC-422, and other Aganocide compounds.  This patent was issued on December 9, 2008 and will expire in 2026 with payment of maintenance fees.  A corresponding patent has been issued in New Zealand, and corresponding applications are pending in Argentina, Australia, Brazil, Canada, China, Europe, Honk Kong, Israel, India, Japan, South Korea, Mexico, New Zealand, Singapore, and Taiwan.  Our fourth issued patent in the U.S. provides composition-of-matter coverage of additional Aganocide compounds.  This patent was issued on December 7, 2010 and will expire in 2028 with the payment of maintenance fees.  A corresponding patent has been issued in Singapore, and corresponding applications are pending in Australia, Brazil, Canada, China, Europe, Honk Kong, Israel, India, Japan, South Korea, Mexico, Taiwan and South Africa.”

Item 7. Management’s Discussion and Analysis

Results of Operations

Comparison of Years Ended December 31, 2009, 2008 and 2007

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

3

Research and Development, page 33

3.  You disclose your target indications and product candidates beginning on page four.  Additionally, you disclose on page 33 that you expect to incur increasing research and development expenses in 2010 and in subsequent years, and you expect expenses during 2010 will be related to your common cold, dermatology, and catheter associated urinary tract infections programs.  Please provide us proposed disclosure for future filings that includes the following information related to each of your major research and development projects:

·

The costs incurred during each period presented and to date on the project;

·

The nature, timing and estimated costs of the efforts necessary to complete the project; and

·

The anticipated completion dates.

Response:

NovaBay is an early stage company and we are just beginning our product development programs.  At this point, NovaBay has not yet begun tracking the expenses related to our various research programs in adequate detail to allow for segregated reporting of each project.  As our various research programs are moving into Phase II trials we are beginning to set up tracking on these programs to allow for additional tracking within each program on a go forward basis.

For our 2010 Form 10K, we do not expect to have information to provide this level of detail.  We do expect to have this in place by late 2011 or early 2012.  We currently expect the future wording to read similar to the following for each project we are currently engaged in:

“NovaBay has incurred direct costs of $xx related to our xx program during the twelve month period ended December 31, xxxx and $xx in direct costs since the inception of the project on [date to follow].  In addition to these direct costs we have allocated significant internal resources to the completion of the project.  The project is currently [description of the current status of the project].  We anticipate the completion of the development stage during the year ended December 31,[xxxx] at point we will begin marketing the project.”

Notes to Consolidated Financial Statements

Note 9. Stockholders’ Equity

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

4

Stock Warrants, page 58

4.  In your August 2009 public unit offering, you issued warrants to investors to purchase an aggregate of 1,225,000 shares of common stock at an exercise price of $2.75 per share.  Please tell us why you did not classify your warrants issued in this public unit offering as liabilities, and provide us proposed disclosure for future filings to address your accounting treatment of these warrants.  Specifically, tell us how you considered ASC 815-40-25-11 through 25-16.

Response:

In determining the treatment of our warrants we followed the guidance in ASC 815-40-25.  ASC 815-40-25-4 states; “Contracts shall be initially classified as equity in both of the following situations”;

ASC 815-40-25-4 criteria

NovaBay response

a.  Contracts that require physical settlement or net share settlement

Our Warrant agreement provides for settlement in either shares or net shares.

b. Contracts that give the entity a choice of net cash settlement or settlement in its own shares (physical settlement or net share settlement), assuming that all the criteria set forth in paragraphs 815-40-25-7 through 25-35 and 815-40-55-2 through 55-6 have been met.

The agreement does not allow for the recipients to select settlement in cash as an option.

Based on this criteria we move on to ASC 815-25-10 which states;

“Because any contract provision that could require net cash settlement precludes accounting for a contract as equity of the entity (except for those circumstances in which the holders of the underlying shares would receive cash, as discussed in the preceding two paragraphs and paragraphs 815-40-55-2 through 55-6), all of the following conditions must be met for a contract to be classified as equity”:

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

5

ASC 815-40-25-10 criteria

NovaBay response

a.  Settlement permitted in unregistered shares. The contract permits the entity to settle in unregistered shares.

The warrant agreement does not preclude settlement in unregistered shares.

b.  Entity has sufficient authorized and unissued shares. The entity has sufficient authorized and unissued shares available to settle the contract after considering all other commitments that may require the issuance of stock during the maximum period the derivative instrument could remain outstanding.

We have 65 million shares authorized and at the time of our last reporting less than 24 million shares were issued.  The balance far exceeds the total of our outstanding warrants.

c.  Contract contains an explicit share limit. The contract contains an explicit limit on the number of shares to be delivered in a share settlement

Each agreement is for a specific number of shares.  This shares total is not variable.

d.  No required cash payment if entity fails to timely file. There are no required cash payments to the counterparty in the event the entity fails to make timely filings with the Securities and Exchanges Commission (SEC).

The agreement does not address any requirements by the company to make timely filings with the SEC.

e. No cash-settled top-off or make-whole provisions. There are no cash settled top-off or make-whole provisions.

The agreement does not contain any top-off or make- whole provisions.

f.  No counterparty rights rank higher than shareholder rights. There are no provisions in the contract that indicate that the counterparty has rights that rank higher than those of a shareholder of the stock underlying the contract.

The holders are not granted any rights that exceed those other shareholders.

g. No collateral required. There is no requirement in the contract to post collateral at any point or for any reason.

Collateral is not required by the contract.

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 T: 510-899-8800

6

In relations to settlement in unregistered shares the following guidance applies:

ASC 815-40-25-11 through 25-16 Criteria

NovaBay response

25-11 The events or actions necessary to deliver registered shares are not controlled by an entity and, therefore, except under the circumstances described in paragraph 815-40-25-16, if the contract permits the entity to net share or physically settle the contract only by delivering registered shares, it is assumed that the entity will be required to net cash settle the contract.  As a result, the contract shall be classified as an asset or a liability.

The contract does not specify that NovaBay must deliver registered shares.

25-12 Delivery of unregistered shares in a private placement to the counterparty is within the control of an entity, as long as a failed registration statement (that is, a registration statement that was filed with the SEC and subsequently withdrawn) has not occurred within six months before the classification assessment date.  If a failed registration statement has occurred within six months of the classification assessment date, whether an entity can deliver unregistered shares to the counterparty in a net share or physical settlement is a legal determination.

NovaBay has had no failed registration statements.

25-13 Accordingly, the contract shall be classified as a permanent equity instrument assuming all of the following conditions exist:

a.  A failed registration statement does not preclude delivery of unregistered shares

b.  The contract permits an entity to net share settle the contract by delivery of unregistered shares.

c.  The other conditions in this Subtopic are met.

a/b. Per items 25-11 and 25-12 we meet this criteria.

c. see below

25-14 If both the following conditions are met, then net cash settlement is assumed if the entity is unable to deliver registered shares (because it is unlikely that nonperformance would be an acceptable alternative):

a.  A derivative instrument requires physical or net share settlement by delivery of registered shares and does not specify any circumstances under which net cash settlement would be permitted or required.

b.  The derivative instrument does not specify how the contract would be settled in the event that the entity is unable to deliver registered shares.

The contract does not require delivery of registered shares.  In addition, section 14 of the agreement specifically notes “if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Compa

December 14, 2010

Ramin Najafi
Chief Executive Officer and President
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608

Re: NovaBay Pharmaceuticals, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 30, 2010 File No. 001-33678
 Dear Mr. Najafi:
 We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Our Target Indications and Product Candidates, page 4

1. We note that you have a collaboration a nd license agreement with Alcon and a
collaboration agreement with Galderma.  W ith respect to your agreement with Alcon,
please provide draft disclosure for future fili ngs describing the range of royalty rates that
may be payable to you and the term of the ag reement.  With respec t to your agreement
with Galderma, please provide dr aft disclosure for future fi lings describing the range of
royalty rates that may be payable to you, aggregate milestones  payable under the
agreement, and the term and termin ation provisions of the agreement.

Intellectual Property, page 7

2. We note that you have one issued foreign pa tent in China, Hong Kong, Israel, India,
Mexico and South Korea.  Please provide proposed disclosure for future filings
describing the subject matter of this patent and the expiration da te of the patent.

Ramin Najafi
NovaBay Pharmaceuticals, Inc.
December 14, 2010
Page 2

Item 7.  Management’s Discussion and Analysis
Results of Operations
Comparison of Years Ended December 31, 2009, 2008 and 2007
Research and Development, page 33

3. You disclose your target indications and product candidates beginning on page four.
Additionally, you disclose on page 33 that you expect to incur increasing research and development expenses in 2010 and in subseque nt years, and you expect expenses during
2010 will be related to your common cold, dermatology, and catheter associated urinary
tract infections programs.  Please provide us proposed disclosure for future filings that
includes the following information relate d to each of your ma jor research and
development projects:

• The costs incurred during each period pr esented and to date on the project;
• The nature, timing and estimated costs of the efforts necessary to complete the
project; and
• The anticipated completion dates.

Notes to Consolidated Financial Statements

Note 9. Stockholders’ Equity
Stock Warrants
Investor Warrants, page 58

4. In your August 2009 public unit offering, you issued warrants to investors to purchase an
aggregate of 1,225,000 shares of common stock at  an exercise price of $2.75 per share.
Please tell us why you did not cl assify your warrants issued in this public unit offering as
liabilities, and provide us proposed disclo sure for future filings to address your
accounting treatment of these warrants.  Sp ecifically, tell us how you considered ASC
815-40-25-11 through 25-16.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure 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

Ramin Najafi
NovaBay Pharmaceuticals, Inc.
December 14, 2010 Page 3

• 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 contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Joel Parker,
Branch Chief, at (202) 551-3651 if you have a ny questions regarding the processing of your
response, as well as any questions regarding co mments on the financial statements and related
matters.  You may contact Johnny Gharib, Sta ff Attorney, at (202) 551-3170, or Sebastian
Gomez Abero, Staff Attorney, at (202) 551-3578 w ith questions on other comments.  In this
regard, do not hesitate to contact me at  (202) 551-3679 with any other questions.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    novabay_corr-121410.htm

VIA EDGAR

December 14, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

NovaBay Pharmaceuticals, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 30, 2010

File No. 001-33678

Dear Mr. Rosenberg:

NovaBay Pharmaceuticals, Inc. (“NovaBay”) is electronically transmitting this letter to the Staff of the Securities and Exchange Commission in response to comments received from the Staff contained in the letter from the Staff, dated December 14, 2010, with respect to NovaBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed by NovaBay with the Securities and Exchange Commission on March 30, 2010.

This letter will confirm that NovaBay intends to file its written response to the Staff’s comment letter no later than Friday, January 7, 2011. Please contact me at (510) 899-8809, or Brett White of Cooley LLP at (650) 843-5191, with any questions or comments.

Sincerely,

NovaBay Pharmaceuticals, Inc.

By:

/s/ Thomas J. Paulson

Thomas J. Paulson

Chief Financial Officer

cc:

Ron Najafi, President and Chief Executive Officer

Brett White, Cooley LLP

NOVABAY PHARMACEUTICALS, INC.

5980 Horton Street, Suite 550, Emeryville, CA 94608 - Phone: 510-899-8800

www.novabaypharma.com

CORRESP
1
filename1.htm

Acceleration Request

 NovaBay Pharmaceuticals, Inc.

 5980 Horton Street, Suite 550

 Emeryville, CA 94608

 October 22, 2007

 VIA FACSIMILE AND EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Suzanne Hayes

Re:
NovaBay Pharmaceuticals, Inc.

 Registration Statement on
Form S-1 (File No. 333-140714)

 Acceleration Request

 Requested Date: October 24, 2007

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, NovaBay Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to
declare the above-referenced Registration Statement on Form S-1 (File No. 333-140714), and the Registrant’s Registration Statement on Form 8-A, effective at the Requested Date and Requested Time set forth above, or as soon thereafter as
may be practicable.

 The Registrant hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Sincerely,

 NovaBay Pharmaceuticals, Inc.

 By:

 /s/ RAMIN NAJAFI

Ramin (“Ron”) Najafi

Chief Executive Officer and President

CORRESP
1
filename1.htm

Acceleration Request

 October 22, 2007

 BY EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Ms. Suzanne Hayes

Re:
NovaBay Pharmaceuticals, Inc. (the “Registrant”)

Registration Statement on Form S-1 (File No. 333-140714)

 Dear Ms. Hayes:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we
hereby join in the request of the Registrant that the effectiveness of the above-referenced Registration Statement on Form S-1, relating to the initial public offering, be accelerated so that it may become effective at 5:00 p.m. (Eastern time), on
October 24, 2007, or as soon as practicable thereafter, and that such effective date and time be confirmed in writing, by notifying J.R. Kang of Dorsey & Whitney LLP, the Registrant’s counsel, at 949.932.3665.

 Pursuant to Rule 460 under the Securities Act, we advise you that copies of the preliminary prospectus, dated September 4, 2007, relating to the
above-referenced offering have been distributed as follows during the period of September 4, 2007 through the date hereof:

•

 920 total copies distributed;

•

 600 copies to prospective underwriters;

•

 200 copies to institutional investors; and

•

 120 copies to others.

 We also wish
to advise you that the underwriters have complied with and will continue to comply with the requirements regarding the distribution of preliminary prospectuses and final prospectuses set forth in Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

 [Signature Page Follows]

 Very truly yours,

DUNDEE SECURITIES CORPORATION

DESJARDINS SECURITIES INC.

BLACKMONT CAPITAL INC.

DAWSON JAMES SECURITIES, INC.

By:

DUNDEE SECURITIES CORPORATION

As a representative

of the underwriters

DUNDEE SECURITIES CORPORATION

By:

 /s/ Jolyon Burton

Name:

Jolyon Burton

Title:

Vice-President, Investment Banking

Mail Stop 6010           July 17, 2007   Ron Najafi, Ph.D. Chairman of the Board, Chief Executive Officer and President NovaBay Pharmaceuticals, Inc. 5980 Horton Street – Suite 550 Emeryville, California  94608
Re:   NovaBay Pharmaceuticals, Inc.
Amendment No. 4 to Form S-1 Registration Statement
 File No. 333-140714

Dear Mr. Najafi:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that you have amended your confiden tial treatment request to include the
license agreement with KCI International.   Please note, comments relating to the
confidential treatment request will be sent under separate cover.

Ron Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc. July 17, 2007 Page 2

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Critical Accounting Policies and Estimates

 Stock Based Compensation, page 39

2. We are considering your revised disclosure  in response to prior comments one and
two.    Please address the following:

a. Please explain to us why the use of th e current-value allocation method in your
valuations is appropriate. It  appears that the use of the current-value allocation
method is appropriate in only limited circum stances.  Such as when a liquidity
event in the form of an acquisition or disso lution of the enterpri se is imminent and
expectations about the future of the en terprise as a going c oncern are virtually
irrelevant or when the enterprise is at su ch an early stage of development that (i)
no material progress has been made on th e enterprise’s business plan, (ii) no
significant common equity value has been  created in the business above the
liquidation preference on the preferred stoc k, and (iii) there is no reasonable basis
for estimating the amount and timing of a ny such common equity value above the
liquidation preference that might be created in the future.
b. Marshall & Stevens used an income appro ach to estimate the fair value of your
common stock.  Please tell us the specifi c assumptions used for your clinical
success rates, projected costs, and project ed sales used to estimate your future
cash flows.  Please explain to us how th e assumptions used in the valuation are
reasonable at your stage of development.
c. You disclose the significant factors contri buting to the difference between the fair
value as of the date of each grant and the estimated IPO price.  However you have
not disclosed an estimated IPO price in your filing. If you do not have an
estimated offering price in your next f iling we are deferring an evaluation of
stock-based compensation until your estimat ed offering price is specified.
 Financial Statements

 Notes to Financial Statements

 Note 8. Stockholders’ Equity

 Stock Option Plans, page F-18

3. Consistent with your disclosure in MD&A, please revise your di sclosure to clarify
that the Board of Directors determined the fair value of your common stock in
January 2007.

Ron Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc. July 17, 2007 Page 3

  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our  review.  We may have additional comments
after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that
 ‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please provide this request at least two business days in
advance of the requested effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for acceleration.

Ron Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc. July 17, 2007 Page 4

You may contact Todd Sherman at 202- 551-3665 or Don Abbott at 202-551-3608
if you have questions regarding comments on the financial statements and related
matters.  Please contact Suzanne Hayes at 202-551-3675 or me at 202-551-3710 with any
other questions.

         S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

Cc: Chris Barry, Esq.  Dorsey & Whitney LLP  U.S. Bank Centre  1420 Fifth Avenue – Suite 3400  Seattle, Washington  98101-4010

Mail Stop 6010           June 25, 2007   Ron Najafi, Ph.D. Chairman of the Board, Chief Executive Officer and President NovaBay Pharmaceuticals, Inc. 5980 Horton Street – Suite 550 Emeryville, California  94608
Re:   NovaBay Pharmaceuticals, Inc.
Amendment No. 3 to Form S-1 Registration Statement
 File No. 333-140714

Dear Mr. Najafi:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Critical Accounting Policies and Estimates

 Stock Based Compensation, page 39

1. Please refer to your response to prior comme nt 14 and your disclosure that you grant
options to purchase your common stock to em ployees and directors at prices equal to
or greater than the fair value of the stoc k on the dates the options are granted.  It
appears from your response that the en terprise value of your company was

Ron Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc. June 25, 2007 Page 2

determined based discussions with invest ment banks in mid to late 2006 and an
independent third-party va luation as of December 31, 2006.  Please disclose, and
explain to us, in greater detail how you determined the fair value of the common
stock at each grant date.  Discuss the met hodology used to determine enterprise value
at each grant date and how the enterprise value was allocated to  the preferred and
common stock.  Explain management’s basis for the discount from preferred stock.
2. Disclose whether or not the va luation used to determine fa ir value at each grant date
was contemporaneous or retrospective.  If the valuation specialist was a related party,
please state that fact.  If the valuation at each grant date was not performed contemporaneously.  Please disclose th e following information relating to your
issuances of equity instruments:

• A discussion of significant  factors, assumptions, and methodologies used in
determining fair value
• A discussion of each significant factor contributing to the difference between the
fair value as of the date of each grant and the estimated IPO price.
• The valuation alternative selected and th e reason management chose not to obtain
a contemporaneous valuation by an  unrelated valuation specialist

* * * * *
   As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our  review.  We may have additional comments
after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that
 ‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

Ron Najafi, Ph.D.
NovaBay Pharmaceuticals, Inc. June 25, 2007 Page 3

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please provide this request at least two business days in
advance of the requested effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for acceleration.
 You may contact Todd Sherman at 202- 551-3665 or Don Abbott at 202-551-3608
if you have questions regarding comments on the financial statements and related
matters.  Please contact Suzanne Hayes at 202-551-3675 or me at 202-551-3710 with any
other questions.

         S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

Cc: Chris Barry, Esq.  Dorsey & Whitney LLP  U.S. Bank Centre  1420 Fifth Avenue – Suite 3400  Seattle, Washington  98101-4010

Mail Stop 6010

         May 21, 2007

Ron Najafi, Ph.D.
Chairman of the Board, Chief Executive Officer and President
NovaBay Pharmaceuticals, Inc.
5980 Horton Street – Suite 550
Emeryville, California  94608

Re:   NovaBay Pharmaceuticals, Inc.
Amendment No. 2 to Form S-1 Registration Statement
 File No. 333-140714

Dear Mr. Najafi:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Summary – Page 1

Overview

1. Please revise the “Overview” section to include the information contained in the first two sentences of the last paragraph on page 51.

2. Please revise the disclosure in both the “Overview” section of page 1 and the last paragraph of page 51 to also state that Phases I, II and III clinical trials and any filing of an NDA will go on for years and will require the expenditure of a substantial amount of

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. May 21, 2007 Page 2
funds.  You should also provide your best estimate of the range of funds that may be needed and the typical amount of time in clinical testing for antibiotics that have been developed for treatment against super-resistant bacterial strains.

Risk Factors – page 8

3. We have considered your responses to comments 32 and 33.  We think that you also need to include an appropriate risk factor addressing these issues.  Please revise the document accordingly.

Use of Proceeds – page 28

4. We have considered our response to comment 23, but we continue to believe that you need to disclose the information we previously requested.  Please expand the disclosure to describe, in significantly greater detail, what you will use the proceeds of this offering for.  For example, please expand the first bullet to identify the specific products that the proceeds will be used to develop, the indication the product will be targeted toward, how much will be used for each product, how far along in the development process you anticipate the funds will take you, how much additional funding you will need to complete development, where you anticipate obtaining those funds, and other material information.  Provide similar information for each proposed purpose included in the second bullet.  In this regard, it appears that Alcon is paying for the research on your primary product.  Your revised disclosure should also show how you are allocating proceeds you receive from Alcon among your research programs.

Business – page 44

5. We are considering your response to comment 31.  Please provide us with a copy of the document you refer to which contains the “[h]istoric data analyzed and published by CMR International, Limited.”   Please mark the document to show the location of the information you are relying on.  We expect to have further comments.

6. Please include a discussion of the general timeframes involved in taking your product candidates from their current status to the submission of an NDA to the FDA.

7. On page 54 you now indicate that you submitted an IND that the FDA cleared in 2004.   Please explain what the acronym “IND” refe rs to.  Also, explain what the 2004 IND
permitted you to do and what you are requesting to do in the current IND.

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. May 21, 2007 Page 3
8. On page 56, you refer to a “safety study” in humans with NVC-101.  Please explain how  this differs from a Phase I clinical trial.

Aganocide Compounds Are Analogs of a Natural Molecule – page 60

9. Please explain what the term “dehydrohalogenation” refers to.

Conjunctivitis – page 61

10. Please refer to comment 40 in our previous letter.  You indicate in your response that you were providing, via FedEx, supplemental material responding to the comment.  We have not received this data.  Please provide it with your next amendment.  Please ensure that  the documents are marked to show the location of the specific information you cite.  You should also tie your support to each claim in the document.

Competition – page 71

11. Please replace the acronym “MRSA” with the term it stands for.

Underwriting – page 112

12. We note that the underwriters intend to conduct this offering simultaneously in the U.S. and in certain Canadian provinces.  Please tell us whether the sale of these securities in Canada requires the approval of any Canadian or provincial authorities, and if so, the names of the entities and the date(s) that the request for approval was submitted to them.

Financial Statements

Notes to Financial Statements

8. Stockholders’ equity, page F-15

13. It appears that you have not provided all of the disclosures required by paragraphs 64 – 65 and A240 – A242 of SFAS 123R.  Also refer to SAB Topic 14 for guidance.  For example, please provide the following disclosures:

a. For the most recent year for which an income statement is provided:

• The weighted-average grant-date fair value (or intrinsic value, if applicable) for each of the following groups of equity instruments: (a)

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. May 21, 2007 Page 4
those nonvested at the beginning of the year, (b) those nonvested at the end of the year, and those (c) granted, (d) vested, or (e) forfeited during the year.

b. For each year for which an income statement is provided:

• The weighted-average grant-date fair value (or intrinsic value, if applicable) of equity options or other equity instruments granted during the year.
• The total intrinsic value of options exercised (or share units converted), share-based liabilities paid, and the total fair value of shares vested during the year.

• A description of the method used during the year to estimate fair value) of awards under share-based payment arrangements.

14. Further, in order for us to fully understand the equity fair market valuations reflected in your financial statements, please provide an itemized chronological schedule covering all equity instruments issued since January 1, 2006 through the date of your response.  Please provide the following information separately for each equity issuance:
a. The date of the transaction;

b. The number of shares/options issued/granted;

c. The exercise price or per share amount paid;

d. Management’s fair market value per share estimate and how the estimate was
determined;

e. An explanation of how the fair value of the convertible preferred stock and
common stock relate, given the one for one conversion ratio;
f. The identity of the recipient, indicating if the recipient was a related party;

g. Nature and terms of concurrent transactions; and,

h. Any recorded compensation element.

Also, progressively bridge management’s fair market value determinations in 2006 to the current estimated IPO price per share.  Please reconcile and explain the differences between the mid-point of your estimated offering price range and the fair values included

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. May 21, 2007 Page 5
in your analysis.

9. Collaboration and License Agreement

Alcon Manufacturing, Ltd., page F-21

15. Please disclose the material terms of the collaboration and license agreement with Alcon Manufacturing, Ltd, such as your rights and obligations under the agreement, the performance period of each obligation, the length of the agreement, how research and development support payments are determined, any milestone or royalty payments, and the termination provisions. Please clarify why you believe your performance obligations under the agreement will cease in August 2010.

General

16. In the event of a delay, please update your interim financial statements and related financial information as required by Rule 3-12 of Regulation S-X.

* * * * *

 As appropriate, please amend your registration statement in response to these comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  We may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  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.

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. May 21, 2007 Page 6
 Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that

‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please provide this request at least two business days in advance of the requested effective date and allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.
You may contact Todd Sherman at 202-551-3665 or Don Abbott at 202-551-3608 if you
have questions regarding comments on the financial statements and related matters.  Please contact Mary Fraser at 202-551-3609 or me at 202-551-3710 with any other questions.

        R e g a r d s ,

        J e f f r e y  P .  R i e d l e r
        A s s i s t a n t  D i r e c t o r

Cc: Chris Barry, Esq.
 Dorsey & Whitney LLP
 U.S. Bank Centre
 1420 Fifth Avenue – Suite 3400
 Seattle, Washington  98101-4010

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. May 21, 2007 Page 7

Mail Stop 6010

         March 20, 2007

Ron Najafi, Ph.D.
Chairman of the Board, Chief Executive Officer and President
NovaBay Pharmaceuticals, Inc.
5980 Horton Street – Suite 550
Emeryville, California  94608

Re:   NovaBay Pharmaceuticals, Inc.
Form S-1 Registration Statement
 File No. 333-140714

Dear Mr. Najafi:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Comments Applicable to the Entire Document

1. We note that your filing contains numerous omissions throughout the prospectus which relate to the offering price range or the number of shares you will sell.  These omissions include but are not limited to:

• Summary Financial Data
• Use Of Proceeds
• Capitalization • The Option Grants Table
• Shares Eligible For Future Sale
• The Principal Stockholders Table

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 2
• Dilution • Description of Capital Stock

 Rule 430A requires you to include this information in your filing based upon an estimate of the offering price within a bona fide range you disclose on the cover page and based upon an estimate of the number of shares you will sell.  We consider a bona fide range to be $2 if the price is under $20 and 10% if it is above $20.  You should include the required information in an amendment prior to circulating a “red herring” prospectus.

2. Provide us with copies of all the graphic, photographic or artistic materials you intend to include in the prospectus prior to its printing and use.  Please note that we may have comments.  Please also note that all textual information in the graphic material should be brief and comply with the plain English guidelines regarding jargon and technical language.

3. We note that you have not filed a number of agreements, including your collaboration and licensing agreement with Alcon Manuf acturing, your opinion of counsel and your
financial advisory and investor relations consulting agreement with PM Holdings Ltd.  We note further that the Exhibit List indicates that you are seeking confidential treatment for portions of the Alcon agreement.  As of today’s date, Commission records do not indicate that you have filed such a request.   Please note that Rule 406, which applies to requests for confidential treatment, specifies that your request for confidential treatment should have been filed at the same time you filed the registration statement.   Please file the application promptly.

4. Please update your financial statements and related financial information as required by Rule 3-12 of Regulation S-X.

Prospectus Summary – page 1

Overview

5. Please disclose, in the “Overview” section of the summary, that you have had no revenues to date and provide quantified disclosure regarding your losses.  Also briefly discuss the source of your funds to date.

6. Please also disclose in the “Overview” section that you have only conducted in vitro tests and have not begun human testing of any of your products.

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 3
7. Please revise the sections called “Our Solution” and “Our Strategy” to present a balanced picture of your company.  You should identify the impediments to your strategy and your solution with the same degree of detail you use to describe the positive aspects.

8. Do you have a website?  If so, include its address with your other corporate information on page 3.

Risk Factors – page 7

We currently do not have any marketable products, and if we are unable to develop and obtain
regulatory approval for products that we devel op, we may never generate product revenues. –
page 8

If we fail to obtain the necessary regulatory approvals, we will not be able to commercialize our
proposed products, and we will not generate product revenues. – page 12

9. These risk factors appear to be duplicative.  Please consolidate them and eliminate any overlap.

If we do not maintain our current research collaboration with Alcon and enter into additional
collaborations, a portion of our funding may decrease and inhibit our ability to develop new
products. – page 9

10. Please expand the risk factor to identify and briefly describe the terms of your agreement with Alcon, including the term.  The disclosure should also be quantified.

We may be unable to raise additional capital on acceptable terms in the future which may in turn
limit our ability to develop and commercialize products and technologies. – page 10

11. The disclosure in this risk factor should be quantified to the extent practicable.  For example, how much do you anticipate it will cost to commercialize one of your proposed products?  How long do you anticipate the proceeds from this offering will last?  What is your current burn rate?  Do you anticipate that it will increase in the future?  You need to provide a factual context for an investor to evaluate the risk you are describing.

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 4
We depend on skilled and experienced personnel to operate our business effectively.  If we are
unable to recruit, hire and retain these employees, our ability to manage and expand our business
will be harmed, which would impair our future revenue and profitability – page 11

It may be difficult to recruit and retain independe nt members for our Board of Directors. – page
11

12. In both risk factors, please disclose any difficulties you may have had to date.

If our facilities become inoperable, we will be unable to perform our research and development
activities, fulfill the requirements under our collaboration agreement and continue developing
products and, as a result, our business will be harmed. – page 12

13. Please expand the risk factor to explain why your insurance coverage for damage to your property and the disruption of your business may not be sufficient to cover all of your potential losses.

Government agencies may establish usage guidelines that directly apply to our proposed
products or change legislation or regulations to which we are subject. – page 13

14. You appear to be describing two separate risks in this risk factor.  Please separate the risks and present each of them under an appropriate and descriptive subheading.

15. Please expand the second paragraph of the risk factor to identify the indications you are referring to and briefly explain why they might be regulated as medical devices.  You also need to be more specific and descriptive about the potential adverse consequences.

Conducting clinical trials of our product candidates may expose us to expensive liability claims,
and we may not be able to maintain liability insurance on reasonable terms or at all. – page 14

16. Please disclose the amount of the liability coverage you carry.

Because our clinical development activities rely heavily on sensitive and personal information,
an area which is highly regulated by privacy laws, we may not be able to generate, maintain or
access essential patient samples or data to continue our research and development efforts in the
future on reasonable terms and conditions, which may adversely affect our business. – page 16

17. Please identify the “certain privacy-related laws” you are referring to and describe the obligations they impose on you.  Also, explain why you might not be able to “access essential patient samples or data.”  The information in the risk factor is currently so

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 5
vague and generic that the risk to you is not clear.  Please revise it to include an adequate factual context.

If we are unable to protect our intellectual pr operty, our competitors could develop and market
products similar to ours that may reduce demand for our products. – page 16.

18. We note that the risk factor indicates that you apply for patents covering your “technologies.”  Please disclose whether you also apply for patents covering the substance of your proposed products.  If the substance of your proposed products is not patentable, you should clearly say so and discuss the potential adverse consequences.

19. Please disclose the types of intellectual property you currently possess.  For example, do you own patents, trademarks, licenses, etc.?  If so, you should disclose how many you have and briefly describe what they cover.   If not, you should clearly say that you don’t.

If we are unable to protect the intellectual property and market exclusivity of Aganocide
compounds and products, thereby enabling other parties to commercialize competing products,
our ability to generate revenues from the sale of our products may be limited or diminished. –
page 17

20. Please refer to the discussion of NVC-101 in the fourth paragraph of the risk factor.  This appears to be the first reference to this product in the registration statement, so readers will not know what you are referring to.   Pleas e provide appropriate disclosure regarding
the product, its developmental status, purpose, etc.  The information you need to provide is that which will put the risk and its consequences in context.

If we were deemed to be an investment compa ny, we would become subject to provisions of the
Investment Company Act that likely would have a material adverse impact on our business. –
page 24

21. The information included in this risk factor raises more questions than it answers. Please identify the exception that you are relying on and why it is applicable to you.  Explain why you might be considered an investment company.  Please also explain what circumstances would require you to register as an investment company, and what, specifically the consequences would be for the way you operate your business.

22. It is unclear to us why you suggest that the SEC has not “interpreted” the exception you are relying on.  Please either delete the statement, or explain to us, with a view towards disclosure in the registration statement, why your situation is outside the safe harbor

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 6
established by the Commission for companies involved in research and development activities.  We may have additional comments after reviewing your response.

Use of Proceeds – page 26

23. Please expand the disclosure to describe, in significantly greater detail, what you will use the proceeds of this offering for.  For example, please expand the first bullet to identify the specific products that the proceeds will be used to develop, the indication the product will be targeted toward, how much will be used for each product, how far along in the development process you anticipate the funds will take you, how much additional funding you will need to complete development, where you anticipate obtaining those funds, and other material information.  Provide similar information for each proposed purpose included in the second bullet.  In this regard, it appears that Alcon is paying for the research on your primary product.  Your revised disclosure should also show how you are allocating proceeds you receive from Alcon among your research programs.

Management’s Discussion and Analysis – page 32

24. Please delete the cross reference to the risk factor disclosure currently found in the last paragraph of page 32.  Since the risk factors summarize more detailed disclosure contained here, the cross reference is inappropriate.

Research and Development Expense - page 33

25. Please expand your disclosure by referring to  the Division of Corporation Finance
“Current Issues and Rulemaking Projects Quarterly Update” under section VIII – Industry Specific Issues – Accounting and Disclosure by Companies Engaged in Research and Development Activities.  You can find it at the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii .

a. Please disclose the costs incurred during each period presented and to date for each of your major research and development projects. If you do not maintain any research and development costs by project; disclose that fact and explain why management does not maintain and evaluate research and development costs by project.  Provide other quantitative or qualitative disclosure that indicates the amount of the company’s resources being used on the project; and,

b. The risks and uncertainties associated with completing development on schedule and the consequences to operations, financial position and liquidity if the project is not completed timely.

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 7

Critical Accounting Policies and Estimates

Stock-Based Compensation - page 35

26. It appears that you have elected to use the calculated value method for stock-based awards to employees and directors and use the fair value method for non-employees.  If you grant awards to non-employees it appears that you must use the fair value method for employees, as well.  Please explain to us your basis for using the calculated value method for employees when you use the fair value method for non-employees.

27. Notwithstanding the preceding comment, please describe the change in accounting policy that will be required by SFAS 123R in subsequent periods as a public entity and the reasonably likely material future effects.  Please refer to the Interpretive Response to Question 4 in SAB Topic 14:B.

Liquidity and Capital Resources, page 38

28. You disclose that recently begun to generate revenue through your agreement with Alcon.  Please include a discussion of the expected effects of material new contracts and the achievement of milestones on operations and financial position.  Disclose the amount and timing of estimated milestone fees scheduled to be received and to be recognized as revenue from your collaborative agreement over each of the next five years.  Discuss any material uncertainties affecting the future realization of these revenues.

Quarterly Results of Operations, page 41

29. Please revise your pro forma net loss per share amounts to present this data only for the most recent fiscal year and interim period consistent with your presentations in other sections of the filing.  Please refer to Rule 11-02(c) of Regulation S-X.

Contractual Obligations, page 42

30. Please include the capital lease entered into in December 2006 in your updated table of Contractual Obligations.

Business – page 44

31. We note that your development efforts are all at the pre-clinical stage.  We do not understand why you have included so much detailed disclosure regarding your

Ron Najafi, Ph.D. Novabay Pharmaceuticals, Inc. March 20, 2007 Page 8
preliminary development of proposed products, and why you have given prominence to conclusions such as that you have “established proof of concept.”   In several instances you have even included statements such as “proof of concept expected 2008” and “test of concept expected 2008.”  Statistics indicate that most proposed drugs do not reach clinical testing, and even fewer result in products that are actually commercialized.  We think that inclusio