As filed with the Securities and Exchange Commission on October ~~May 15~~25, 2022~~, 2020~~

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
~~Washington,~~
WASHINGTON, D.C. 20549

~~___________~~

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933
~~___________~~

~~NovaBay Pharmaceuticals, Inc.~~

NOVABAY PHARMACEUTICALS, INC.

(~~Exact name of registrant as specified in its charter)~~

~~___________~~

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

2000 Powell Street, Suite 1150

Emeryville, CA94608

~~(510)~~

(510) 899-8800

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Justin M. Hall, Esq.
~~President,~~

Chief Executive Officer and General Counsel

2000 Powell Street, Suite 1150

Emeryville, CA 94608

(Name, address, including zip code, and telephone number,

including area code, of agent for service)
~~___________~~

Abby E. Brown, Esq.

Squire Patton Boggs (US) LLP

2550 M Street, NW

Washington, DC 20037

(202) 457-6000
~~___________~~

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
~~CALCULATION~~ ~~OF REGISTRATION FEE~~
Title of Each Class of Securities to be Registered⁽¹⁾

Amount to be
Registered

Proposed
Maximum
Offering
Price per
Unit

Proposed
Maximum
Aggregate
Offering
Price⁽²⁾

Amount of
Registration
Fee

Common Stock, par value $0.01 per share⁽³⁾
10,205,644 $ 0.96 $ 9,797,419 $ 1,272
~~___________~~
~~(1)~~
The shares of our common stock, par value $0.01 (“Common Stock”) being registered hereunder are being registered for sale by the selling securityholders named in the prospectus. Under Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered in this registration statement as a result of any stock splits, stock dividends or other similar events.
~~(2)~~
The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act, using the average of the high and low prices of our Common Stock as reported on the NYSE American on May 13, 2020, a date within five business days prior to the filing of this Registration Statement.
~~(3)~~
Consists of 5,302,350 shares of Common Stock held by Mr. Jian Ping Fu and 4,903,294 shares of Common Stock held by Pioneer Pharma (Hong Kong) Company Ltd., with all such shares sold by the Company in private placements as described in this Registration Statement.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(A) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(A), may determine.

~~MAY 15~~~~, 2020~~
~~PROSPECTUS~~
~~10,205,644~~35,510,720 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholders identified in the section of ~~10,205,644~~this prospectus entitled “Selling Stockholders” (the “Selling Stockholders”) of up to 35,510,720 shares (the ~~“Shares”~~“Shares”) of NovaBay Pharmaceuticals, Inc.’s ~~(the “Company”~~(“us”, “we”, “our”, “NovaBay”, or the “Company”) common stock, par value $0.01 per share (the ~~“Common Stock”~~“CommonStock”) ~~held by~~, upon the ~~Company’s two largest stockholders, Mr. Jian Ping Fu (“Mr. Fu”~~conversion of shares of our Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”) ~~and Pioneer Pharma (Hong Kong) Company Ltd. (“Pioneer Hong Kong” and together with Mr. Fu,~~.

The Series B Preferred Stock was originally sold to accredited investors, including the ~~“Selling Securityholders”~~Selling Stockholders (the “2021 Investors”) with Mr. Fu holding 5,302,350 of the Shares and Pioneer Hong Kong holding 4,903,294 of the Shares. Mr. Fu acquired his 5,302,250 Shares in two private placements with the Company and in a privately negotiated transaction with OP Financial Investments Limited (which acquired such shares, in a private placement ~~with~~offering that was consummated on November 2, 2021 (the “2021 Private Placement”), pursuant to a Securities Purchase Agreement, dated October 29, 2021, by and between the ~~Company)~~Company and each of the Selling Stockholders (the “2021 Securities Purchase Agreement”). ~~Pioneer Hong Kong acquired its 4,903,294~~Of the 15,000 shares of Series B Preferred Stock originally issued and sold in the 2021 Private Placement, 11,260 shares of Series B Preferred Stock have not been converted and remain outstanding as of the date of this prospectus.

On September 9, 2022, we completed warrant reprice transactions of previously issued Common Stock purchase warrants, which included Common Stock purchase warrants issued to the Selling Stockholders in the 2021 Private Placement. The warrant reprice transactions amended the Common Stock purchase warrants held by participating warrant holders, which included, (i) among other modifications, a reduction of the exercise price to $0.18 per share and (ii) the issuance of new Common Stock purchase warrants that also have an exercise price of $0.18 per share. As a result of completing the warrant reprice transactions that repriced certain of our Common Stock purchase warrants and provided for issuance of new Common Stock purchase warrants that were at an effective price per share below the conversion price of the Series B Preferred Stock, the anti-dilution protections for the Series B Preferred Stock set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock (the “Series B Certificate of Designation”) were triggered. These anti-dilution protections resulted in an automatic downward adjustment of the conversion price of the Series B Preferred Stock and an additional 35,510,720 shares of Common Stock that are now issuable upon conversion of the remaining outstanding Series B Preferred Stock, which are the Shares ~~in four private placements with the Company. See “Selling Securityholders” beginning on page 14 for further details on such transactions.~~
being offered by this prospectus.

We are registering the ~~Shares for~~ resale to permit each of the Selling Securityholders identified below, or their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of the Shares in the manner contemplated under “Plan of Distribution” in this prospectus (as may be supplemented and amended). Throughout this prospectus, when we refer to the shares of our Common Stock being registered on behalf of the Selling Securityholders, we are referring to the shares issued to or acquired by the Selling ~~Securityholders~~Stockholders pursuant to the ~~transactions described above,~~terms and ~~when~~conditions of the Registration Rights Agreement, dated as of October 29, 2021 (the “Registration Rights Agreement”), which we ~~refer to~~entered into with the Selling ~~Securityholders~~Stockholders in connection with the 2021 Private Placement. After the closing of the 2021 Private Placement, we initially registered on a registration statement on Form S-1 (File No. 333-261443) 37,500,000 shares of Common Stock (the “Initial Shares”) for resale by the 2021 Investors upon conversion of the Series B Preferred Stock based on the conversion price at that time (such registration statement, including the prospectus contained therein, the “InitialRegistrationStatement”).

Our registration of the Shares covered by this prospectus ~~we are referring to~~does not mean that the ~~parties to~~Selling Stockholders will offer or sell any of the same transactions, as applicable and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.
Shares. The Selling ~~Securityholders~~Stockholders may sell all or a portion of the Additional Shares being offered pursuant to this prospectus at the prevailing market prices at the time of sale or at negotiated prices. ~~We provide more~~For additional information, ~~about the Selling Securityholders in~~see the section entitled “Selling ~~Securityholders” on page 14 of this prospectus.~~
Stockholders”.

We will not receive any proceeds from the sale of the Shares by the Selling ~~Securityholders.~~Stockholders. We will bear the costs, expenses and fees in connection with the registration of the Shares. The ~~Company’s~~Selling Stockholders will each bear all commissions and discounts, if any, attributable to their respective sales of the Shares.

Our Common Stock is ~~subject to quotation~~listed on the NYSE American under the symbol “NBY.”
The last reported sale price of our Common Stock on October 24, 2022 was $0.097 per share.

You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus carefully before you invest. Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider ~~carefully~~ the risks that we have described under the ccaption “~~aption “Risk Factors”~~Risk Factors” on page 8 of this prospectus.

6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
~~_____________________~~

The date of this prospectus is ~~May 15, 2020.~~

, 2022.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 ~~that we~~ filed with the U.S. Securities and Exchange Commission (the ~~“SEC”~~“SEC”)., using a “shelf” registration process. By using a shelf registration statement, the Selling Stockholders may sell up to 35,510,720 shares of Common Stock received upon conversion of Series B Preferred Stock from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of the Shares by the Selling Stockholders.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part, which may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to the offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information ~~not contained in this prospectus. You may read the registration statement and the other~~that has been incorporated by reference, including reports we file with the SEC, atthat are not contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the ~~SEC’s website as~~documents incorporated by reference and other additional information that we file with the SEC described ~~under~~in the ~~heading~~ “Where You Can Find More Information” inand “Incorporation of Certain Documents by Reference” sections of this prospectus.

This prospectus ~~and the documents incorporated by reference in this prospectus include~~includes important information about us and the securities being offered. You should rely only on this prospectus, any post-effective amendment, and any applicable prospectus supplement, and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the Selling ~~Securityholders~~Stockholders have not, authorized anyone to provide you with information that is in addition to, or different from, the information that is contained, or incorporated by reference, in this ~~prospectus.~~prospectus prepared by or on behalf of us or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

~~We further note~~

The documents entered into in connection with the 2021 Private Placement, the Warrant Reprice Transactions (as defined below), and the 2022 Private Placement described herein and/or in our filings with the SEC (collectively, the “Transaction Documents”) contain representations and warranties of the parties to such agreements that may be subject to limitations, qualifications or exceptions agreed upon by the parties, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the SEC. In particular, in your review of the representations and warranties contained in the Transaction Documents and described in the foregoing summary, it is important to bear in mind that the representations and warranties were negotiated in connection with separate transactions and ~~covenants made~~with the principal purpose of allocating contractual risk between the parties in such transactions. The representations and warranties, other provisions of the Transaction Documents or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this prospectus, any post-effective amendment and any applicable prospectus supplement, as well as in the other reports, statements and filings that the Company publicly files with the SEC.

This prospectus contains market data and industry statistics and forecasts that are based on our internal estimates and] independent industry publications and other sources that we believe to be reliable sources. In some cases, we do not expressly refer to the sources from which this data is derived. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our internal estimates are based upon information obtained from trade and business organizations and other contacts in the industry in which we operate, and our management’s understanding of industry conditions. While we believe our internal estimates are reliable, they has not been verified by ~~us in any agreement~~an independent source. Information that is ~~filed~~based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. We are responsible for all of the disclosure contained in this prospectus, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular, as ~~an exhibit~~they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors” and elsewhere in this prospectus or otherwise incorporated by reference into this prospectus.

Unless otherwise specifically indicated, references to “prospectus” herein shall include any ~~document that is~~post-effective amendment, applicable prospectus supplement, and the information incorporation or deemed to be incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

The information appearing in this prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

~~- 2 -~~

prospectus. This prospectus contains summaries of certain provisions contained in some of the documents described herein or therein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

This prospectus ~~and the information incorporated herein by reference include~~includes trademarks, service marks and trade names owned by us, our subsidiary DERMAdoctor, LLC, or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus are the property of their respective owners.

Unless the context indicates otherwise in this prospectus, the terms “NovaBay,” the “Company,” ~~the “Registrant,”~~ “we,” “our” or “us” in this prospectus refer to NovaBay Pharmaceuticals, Inc.

Except as otherwise indicated, information in this prospectus does not reflect the proposed Reverse Stock Split, which is defined and described below.

PROSPECTUS SUMMARY

This summary highlights, and is qualified in its entirety by, the selected information contained elsewhere in this prospectus or incorporated by reference in this ~~prospectus, and~~prospectus. This summary does not contain all of the information that may be important to you or that you need to consider in making your investment decision. You should carefully read the entire prospectus, including any applicable prospectus supplement, especially the ~~fin~~“~~ancial data~~Risk Factors” section beginning on page 8 of this prospectus and ~~related notes,~~ the risks under similar headings in other documents and filings that are incorporated by referenced into this prospectus, our financial statements, the exhibits to the registration statement of ~~investing in our securities discussed under the heading “Risk Factors”~~which this prospectus forms a part and other information incorporated by reference in this ~~prospectus.~~prospectus before deciding to invest in our Common Stock. Each of the risk factors could adversely affect our business, operating results and financial ~~conditions,~~condition, as well as adversely affect the value of an investment in our securities.

NovaBay develops and sells scientifically-created and clinically-proven eyecare and skincare products. Our ~~Company~~

~~NovaBay Pharmaceuticals, Inc. (the “Company”~~leading product, Avenova® Antimicrobial Lid and Lash Solution (“Avenova Spray”) ~~is an antibacterial medical device company predominantly focused on eye care. We are currently focused primarily on commercializing Avenova®~~, ~~an FDA cleared product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid.~~

~~Avenova~~ is ~~formulated with our proprietary, stable and pure form of hypochlorous acid. Avenova has~~ proven in laboratory testing to have broad antimicrobial properties ~~as a preservative in solution~~ as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid.

~~In the first quarter of 2019, many national insurance payors stopped reimbursing Avenova. Despite consistent demand for~~ Avenova ~~we were challenged by the costs of maintaining an expanded commercial organization~~Spray is formulated with our new lower net selling price. In the second quarter of 2019, we made a strategic shift by significantly reducing our number of field sales representatives by about three-quarters and redeploying our remaining representatives in territories that account for about 95% of our retail pharmacy sales. This shift allowed us to effectively utilize our streamlined commercial resources to reach higher-prescribing physicians while significantly reducing our operating expenses.

Going forward, our core business strategy is centered around increasing sales of Avenova in all distribution channels: (1) Avenova Direct, our direct-to-consumer model, allowing customers to forego time-consuming doctor visits and trips to the pharmacy; (2) Retail Pharmacies, selling to consumers through local pharmacies across 50 states; (3) our Partner Pharmacy Program, providing a consistent patient experience at contracted pricing; and (4) our Buy-and-Sell channel, allowing patients to buy Avenova during their office visits to their preferred eye care specialist.

~~Beyond Avenova, we have developed additional antibacterial products containing~~ our proprietary, stable and pure form of hypochlorous acid ~~including NeutroPhase® for the wound care market~~ and CelleRx® for the dermatology market. For NeutroPhase, we have established a U.S. distribution partner and an international distribution partner in China. For CelleRx, we began selling directly to consumers on November 1, 2019 through CelleRx.com, a low-cost online distribution channel leveraging much of the same infrastructure already in place for Avenova Direct. Avenova, NeutroPhase, and CelleRx are medical devicesis cleared by the ~~FDA under the~~U.S. Food and Drug Administration ~~Act Section 510(k).~~

~~Recent Events—COVID-19 Response Update~~

for sale in the United States. Avenova Spray is available direct to consumers through online distribution channels and is also often prescribed and dispensed by eyecare professionals for blepharitis and dry-eye disease. Other eyecare products offered under the Avenova eyecare brand include Novawipes by Avenova, Avenova Lubricant Eye Drops, Avenova Moist Heating Eye Compress, and the i-Chek.

On November 5, 2021, we significantly expanded our business by acquiring DERMAdoctor, LLC (“~~KN95 Masks~~DERMAdoctor

”) as our wholly-owned subsidiary. DERMAdoctor offers over-the-counter dermatological products targeting common skin concerns. DERMAdoctor branded products are marketed and sold through the DERMAdoctor website, well-known traditional and digital beauty retailers, and a network of international distributors.

The Shares and the 2021 Private Placement

In ~~light~~the 2021 Private Placement, we originally issued 15,000 shares of Series B Preferred Stock, which were convertible into an aggregate of 37,500,000 shares of Common Stock, to the 2021 Investors, including the Selling Stockholders, pursuant to the 2021 Securities Purchase Agreement. Of the 15,000 shares of Series B Preferred Stock sold in the 2021 Private Placement that closed on November 2, 2021, 11,260 shares remain outstanding as of the ~~shortage~~date of ~~protective masks since~~this prospectus. This prospectus relates to the ~~outbreak~~resale, from time to time, of ~~COVID-19,~~up to 35,510,720 Shares of Common Stock by the ~~Company launched~~Selling Stockholders. These Shares reflect an increase in the number of shares of Common Stock issuable by NovaBay upon conversion of the Series B Preferred Stock due to the effect of an anti-dilution adjustment of the conversion price of the Series B Preferred Stock that occurred in connection with the completion of Warrant Reprice Transactions on September 9, 2022. The Warrant Reprice Transactions provided for, among other terms as described in this prospectus, the amendment and reprice of certain of the Company’s previously issued Common Stock purchase warrants and the issuance of new Common Stock purchase warrants, both of which have an exercise price of $0.18, which was an effective price per share that was lower than the Series B Preferred Stock conversion price. As a result of the completion of the Warrant Reprice Transactions, the “full-ratchet” anti-dilution protections as set forth in the Series B Certificate of Designation were triggered resulting in the automatic adjustment of the Series B Preferred Stock conversion price from $0.40 into 2,500 shares of Common Stock prior to the Warrant Reprice Transactions to an adjusted conversion price for the Series B Preferred Stock of $0.18 into 5,556 shares of Common Stock. This conversion price reduction resulted in an additional 35,510,720 shares of Common Stock that are issuable upon conversion of the remaining outstanding Series B Preferred Stock. The other powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series B Preferred Stock, including the full- ratchet and other anti-dilution protections, are set forth in the Series B Certificate of Designation. For additional information, see the sections entitled “Description of Capital Stock”.

In connection with the 2021 Private Placement, we entered into the Registration Rights Agreement, which provides for us to register the shares of Common Stock underlying the Series B Preferred Stock, including those shares that become issuable as a result of an anti-dilution adjustment to the conversion price of the Series B Preferred Stock. Accordingly, we are registering the offer and sale of the Shares by the Selling Stockholders pursuant to the terms and conditions of the Registration Rights Agreement. After the closing of the 2021 Private Placement, we filed the Initial Registration Statement to register the resale of the Initial Shares by the 2021 Investors, including the Selling Stockholders, upon conversion of the Series B Preferred Stock based on the conversion price at that time. For additional information, see the section entitled “Description of Capital Stock”.

We will not receive any proceeds from the sale of ~~KN95 disposable air filter masks~~the Shares by the Selling Stockholders. We will bear the costs, expenses and fees in connection with the registration of the Shares. The Selling Stockholders will each bear all commissions and discounts, if any, attributable to their respective sales of the Shares. For additional information, see the section entitled “Plan of Distribution”.

Our Common Stock is listed on the NYSE American under the symbol “NBY.” The last reported sale price of our Common Stock on October 24, 2022 was $0.097 per share.

Recent Developments

In our Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022 (the “June Form 10-Q”), we reported that based primarily on the funds available as of June 30, 2022, our existing cash and cash equivalents and cash flows generated from product sales will be sufficient to fund our existing operations and meet our planned operating expenses into at least the first quarter of 2023. We also reported that we expected that our 2022 expenses will continue to exceed our 2022 revenues, as the Company continues to invest in both its Avenova and DERMA doctor commercialization efforts. Based on the amount of capital and liquidity that our Company had available at the time, we determined that our planned operations raised substantial doubt about our ability to continue as a going concern. In addition, we also noted that changing circumstances may cause us to expend cash significantly faster than currently anticipated or planned, and that we may need to spend more cash than expected because of circumstances beyond our control that impact the broader economy such as periods of inflation, supply chain issues, the continuation of the COVID-19 pandemic and international conflicts (e.g., the conflict between Russia and Ukraine).

To address our need for liquidity and capital to fund our planned operations, we entered into financing transactions on September 9, 2022 to raise up to approximately $5.3 million in the aggregate of additional capital, as discussed below. In the absence of our Company completing these financing transactions or substantial revenue growth from our commercialization efforts, there will be substantial doubt about our ability to continue as a going concern within one year after April 11, 2022, and we will be required to scale back or terminate operations and/or seek protection under applicable bankruptcy laws. For additional information regarding our capital and liquidity situation, please read our Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 11, 2022, as well as our other filings we may make with the SEC as provided in the section of this prospectus entitled “Where You Can Find More Information”.

We previously disclosed that we issued (i) Common Stock purchase warrants to a limited number of accredited investors (the “2020 Investors”) in connection with our prior Warrant Reprice Transaction that closed on July 23, 2020 (the “2020 Original Warrants”), and (ii) Common Stock purchase warrants to the 2021 Investors in the 2021 Private Placement (the “2021 Original Warrants”). Prior to the completion of the Warrant Reprice Transactions, the 2020 Original Warrants had an aggregate of 6,898,566 underlying shares of Common Stock, exercisable at $1.65 per share, and the 2021 Original Warrants had an aggregate of 37,500,000 underlying shares of Common Stock, exercisable at $0.53 per share.

On September 9, 2022, certain of the 2020 Investors holding 2020 Original Warrants (the “2020Participants”) entered into separate latter agreements with the Company (the “2020 Reprice Letter Agreements”) and all of the 2021 Investors holding 2021 Original Warrants (the “2020 Participants” and together with the 2020 Participants, the “Participants”) entered into separate letter agreements with the Company (the “2021 Reprice LetterAgreements” and, together with the 2020 Reprice Letter Agreements, the “Reprice Letter Agreements”) that provided for their respective warrants to be amended to reduce their exercise price to $0.18 (“ReducedExercisePrice”) and, in the case of the 2021 Original Warrants, extend the term of those warrants. The 2020 Original Warrants and the 2021 Original Warrants as so amended are referred to as the “2020 Amended Warrants” and the “2021 Amended Warrants”, respectively, and together, the “Amended Warrants.” The Amended Warrants also provide for a new restriction on exercise until the later to occur of (i) six months from September 9, 2022 and (ii) or the date that the Company’s ~~website~~stockholders approve (x) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split (the “Reverse Stock Split”, and such approval, the “Reverse Stock Split Approval”) and (y) such stockholder approvals as may be required to comply with the continued listing rules of the NYSE American Company Guide, including pursuant to Section 713, of the NYSE American Company Guide (the “Company Guide Approval”, and, together with the Reverse Stock Split Approval, the “Stockholder Approvals”. The date that the Stockholder Approvals have been obtained and such approvals are effective, including under the laws of the State of Delaware, as applicable, is referred to as the “Stockholder Approval Date”.

Also pursuant to the Reprice Letter Agreements, (i) the 2020 Participants had the opportunity (but were not required) to elect to make a cash exercise of a portion of their Amended 2020 Warrants at the Reduced Exercise Price, which resulted in ~~March 2020.~~the exercise of an aggregate of 2,100,000 shares of Common Stock (the “2020InitialExercise”) and (ii) the 2021 Participants all agreed to exercise an aggregate of 9,375,000 shares, or 25% of the shares of Common Stock underlying their respective Amended 2021 Warrants, at the Reduced Exercise Price (the “2021 Initial Exercise” and, together with the 2020 Initial Exercise, the “Initial Exercise”). The Company ~~has sold approximately 1.0 million KN95 masks to date.~~

C~~OVID-19 Test Kits~~

~~On April 16, 2020,~~received $2,065,500 in aggregate gross proceeds from the Initial Exercise.

In connection with the Initial Exercise, the Company ~~entered into~~issued to each 2021 Participant, as well as each 2020 Participant that participated in the 2020 Initial Exercise, a ~~distribution agreement~~new Common Stock purchase warrant to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock received by such Participant in its Initial Exercise (the “New Reprice Warrants”). All of the New Reprice Warrants will be initially exercisable on the later to occur of (i) six months from September 9, 2022 and (ii) the Stockholder Approval Date. In addition, the New Reprice Warrants have a term of exercise of six years and an exercise price equal to $0.18, which exercise price and the number of underlying shares of Common Stock will be adjusted to reflect the Reverse Stock Split, as applicable. The New Reprice Warrants are also subject to a provision prohibiting the exercise thereof to the extent that, after giving effect to such exercise, the holder of such Warrant (together with ~~Shenzhen Microprofit Biotech Co.~~the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), ~~Ltd. to exclusively distribute a rapid, finger prick test to determine the presence~~would beneficially own in excess of ~~COVID-19~~4.99% or 9.99% of outstanding Common Stock. The New Reprice Warrants do not have any preemptive rights or a ~~potential indication of antibody immunity to COVID-19. The distribution~~preference upon any liquidation, dissolution or winding-up of the ~~test kits is subject to approval~~Company. For additional information regarding the New Reprice Warrants, see “Description of Capital Stock—Warrants”.

The transactions contemplated by the ~~U.S. Federal Drug Administration. See~~Reprice Letter Agreements as summarized above are collectively referred to as the ~~Company’s~~“Warrant Reprice Transactions”. For additional information regarding the Warrant Reprice Transactions, see our Current Report on Form 8-K, filed with the SEC on ~~April 20, 2020.~~

September 13, 2022, and our Definitive Proxy Statement for a special meeting of Company stockholders to obtain the Reverse Stock Split Approval and the Company Guide Approval that was filed with the SEC on September 30, 2022 (the “2022 Special Meeting Proxy Statement”), which are incorporated into this prospectus.

Concurrent with the Warrant Reprice Transactions, we entered into a private placement transaction with accredited investors (the “2022 Private Placement”) to sell, pursuant to the Securities Purchase Agreement, dated September 9, 2022 (the “2022 Securities Purchase Agreement”), units (“Units”) that will consist of (i) a newly designated Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), (ii) a new short-term Series A-1 warrant to purchase Common Stock (“Short-Term Warrants”), and (iii) a new long-term Series A-2 warrant to purchase Common Stock (“Long-Term Warrants” and, together with the Short-Term Warrants, the “2022 Warrants”). The closing of the 2022 Private Placement is subject to receiving the Reverse Stock Split Approval and the Company Guide Approval, the effectiveness of the Reverse Stock Split, and satisfaction of other customary closing conditions as provided in the 2022 Securities Purchase Agreement. Upon the satisfaction of the conditions and the closing of the 2022 Private Placement, we expect to receive gross proceeds of $3.25 million from the sale of the Units. For additional information regarding the 2022 Private Placements, see our Current Report on Form 8-K filed with the SEC on September 13, 2022 and the Special Meeting Proxy Statement, which are incorporated into this prospectus.

The Warrant Reprice Transactions and the 2022 Private Placement are collectively referred to herein as the “Financing Transactions”.

Additional Information

For additional information related to and a more complete description of our business and operations, financial condition, results of operations and other important information, please refer to the reports and other filings incorporated ~~herein~~ by reference in this prospectus, including our most recent Annual Report on Form 10-K, ~~as amended,~~Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as described in this prospectus under the caption “Incorporation of Certain ~~Information~~Documents by ~~Reference.”~~

Reference”.

Company Information

~~The Company~~

NovaBay was incorporated under the laws of the State of California on January 19, 2000, as NovaCal Pharmaceuticals, Inc. It had no operations until July 1, 2002, on which date it acquired all of the operating assets of NovaCal Pharmaceuticals, LLC, a California limited liability company. In February 2007, it changed its name from NovaCal Pharmaceuticals, Inc. to NovaBay Pharmaceuticals, Inc. In June 2010, the Company changed the state in which it was incorporated ~~which we refer to as the “Reincorporation”~~ and is now incorporated under the laws of the State of Delaware.

Our corporate address is 2000 Powell Street, Suite 1150, Emeryville, California 94608, and our telephone number is (510) 899-8800. Our website address is www.novabay.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of this prospectus. Our website address is included in this document as an inactive textual reference only.

~~The Offering~~

~~This prospectus relates to the resale by the Selling Securityholders listed in this prospectus of up to 10,205,644~~shares of our Common Stock. Our Common Stock is currently listed on the NYSE American under the symbol “NBY.” All of the Shares will be sold by the Selling Securityholders. Such Selling Securityholders may sell their shares of our Common Stock from time to time at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices. We will not receive any of the proceeds from the sale of the Shares by the Selling Securityholders.

Investing in our ~~securities~~Common Stock involves a high degree of risk. ~~Before deciding whether to invest in our securities, you~~You should consider carefully the ~~risks and uncertainties~~risk factors described below, and all other information and documents contained in or incorporated by reference in this prospectus (as supplemented and amended), including the risks described under the ~~heading “Risk Factors” contained~~caption “Risk Factors” in our ~~most recent~~ Annual Report on Form 10-K ~~and in subsequent~~for the year ended December 31, 2021, Quarterly Reports on Form 10-Q ~~as well as any amendments thereto reflected in subsequent~~and other filings with the SEC, ~~which are~~including those incorporated by reference herein, before deciding whether to buy our Common Stock. The risks described in this prospectus or incorporated by reference into this prospectus ~~in their entirety, together with other information in this prospectus and the documents incorporated by reference.~~

~~The risks described in these documents~~ are not the only ones we face, but those that we consider to be material. ~~There~~Additional risks not presently known to us or that we currently believe are immaterial may ~~be other unknown or unpredictable economic,~~also significantly impair our business ~~competitive, regulatory or other factors that~~operations and could ~~have material adverse effects on our future results.~~result in a complete loss of your investment. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of ~~these~~the following risks actually ~~occurs,~~occur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the ~~trading~~market price of our Common Stock to decline, ~~resulting in a loss of~~and you could lose all or part of your investment. Please also read carefully the section below entitled ~~“Special~~“Special Note Regarding Forward-Looking Statements.”

Risks Related to the Financing Transactions

On the later to occur of (i) six months from September 9, 2022 and (ii) the Stockholder Approval Date, the Amended Warrants, will be exercisable for 30,825,000 underlying shares of Common Stock and the New Reprice Warrants will be exercisable for 11,475,000 underlying shares of Common Stock. In addition, after receipt of the Stockholder Approvals, we expect to complete the 2022 Private Placement, after which 3,250 shares of Series C Preferred Stock will become issued and will be immediately convertible into 18,057,000 shares of Common Stock (subject to potential increase or other adjustment in the number of shares due to applicable anti-dilution adjustments), the Long-Term Warrants will be exercisable for 18,055,557 underlying shares of Common Stock and the Short Term Warrants will be exercisable for 18,055,557 underlying shares of Common Stock.Accordingly, as a result of the Warrant Reprice Transactions and, if completed, the 2022 Private Placement, an aggregate of 96,468,114 shares of Common Stock (representing approximately 148% of the total number of shares of Common Stock outstanding as of the date of this prospectus) could become issuable, subject to potential increase in the number of shares due to applicable anti-dilution adjustments. Also, an additional 35,510,720 shares of Common Stock (which are the Shares offered by this prospectus) became issuable upon conversion of the Series B Preferred Stock as a result of the automatic anti-dilution adjustment that occurred pursuant to provisions of the Series B Preferred Certificate of Designation, which represent approximately 5% of the total number of shares of Common Stock outstanding as of the date of this prospectus. Accordingly, upon the conversion or exercise (as applicable) of some or all of the Amended Warrants, the New Reprice Warrants and the Series B Preferred Stock, and, if issued, the Series C Preferred Stock and the 2022 Warrants, the percentage ownership and voting power held by our existing stockholders will be significantly reduced and our stockholders will experience significant dilution.

In addition, if the Reverse Stock Split Approval is received and the Reverse Stock Split is effected, there will be a significant number of additional authorized shares of Common Stock that we may issue in the future, which our Board of Directors will have discretion to issue in the future, including, without limitation, in connection with future capital raise transactions and financings, except to the extent prohibited or limited for a period of time by the terms of the 2022 Private Placement. Stockholders will not have a right to approve any such issuances or transactions, unless required by our governing documents or applicable law, and any such issuance of our Common Stock in the future may be dilutive to stockholders.

The Series B Certificate of Designation contains, and the Certificate of Designation for the Series C Preferred Stock is expected to contain, anti-dilution provisions that require the lowering of the conversion price, as then in effect, to the purchase price of equity or equity-linked securities issued by us in subsequent offerings, if lower than the current conversion price. A reduction in the conversion price of either series of preferred stock will result in a greater number of shares of Common Stock being issuable upon conversion of such preferred stock for no additional consideration, causing greater dilution to our stockholders. For example, as described above, the consummation of the Warrant Reprice Transactions triggered the anti-dilution protection in the Series B Certificate of Designation, and as a result there are now an additional 35,510,720 shares of Common Stock that are issuable upon conversion of the shares of Series B Preferred Stock outstanding as of the date of this prospectus. Furthermore, as there is no floor on the conversion price, we cannot determine the total number of shares issuable upon conversion. In addition, it is possible that even if the Reverse Stock Split Approval is received and the Reverse Stock Split becomes effective, we may not have a sufficient number of authorized and available shares to satisfy the conversion of the Series B Preferred Stock and/or Series C Preferred Stock, as the case may be, if we enter into a future transaction that reduces the applicable conversion price.

In connection with the Warrant Reprice Transactions, we committed to seek the Stockholder Approvals, and effect the Reverse Stock Split after receiving such approvals. In addition, the Stockholder Approvals and the effectiveness of the Reverse Stock Split are conditions to closing the 2022 Private Placement. If we do not obtain stockholder approval of the Reverse Stock Split at the Special Meeting, we have agreed, in connection with the Warrant Reprice Transactions, to continue to hold stockholder meetings every four months to seek such approval until it is obtained. Any need to continue to seek such approval would result in increased expense to the Company and diversion of management’s attention, time, and effort. We will also be subject to restrictions on our ability to raise capital using Common Stock and Common Stock equivalents and incurring indebtedness, until such approvals are obtained, unless the 2022 Securities Purchase Agreement is terminated. In addition, the Amended Warrants and the New Reprice Warrants will not be exercisable unless and until the Stockholder Approvals are obtained and the Reverse Stock Split is effective.

On October 3, 2022, we received a notification (“Deficiency Letter”) from the NYSE American stating that we are not in compliance with certain NYSE American continued listing standards. Specifically, the Deficiency Letter indicated that the Company is not in compliance with Section 1003(f)(v) of the Company Guide because the NYSE American staff determined that our Common Stock has been selling for a low price per share for a substantial period of time. Pursuant to Section 1003(f)(v) of the Company Guide and as provided in the Deficiency Letter, the Company’s continued listing is predicated on it effecting a reverse stock split of its Common Stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the NYSE American staff determined to be no later than April 3, 2023. The Deficiency Letter further stated that as a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless we cure the deficiency in a timely manner.

As disclosed in the 2022 Special Meeting Proxy Statement, our Board of Directors has unanimously approved, and has recommended that our stockholders approve, an amendment to our Certificate of Incorporation, to effect the Reverse Stock Split. However, we cannot assure you that our stockholders will approve the proposal to effect the Reverse Stock Split or that if such proposal is approved and implemented by our Board of Directors that such a Reverse Stock Split will be sufficient to enable the Company to maintain its listing on the NYSE American. Therefore, there is a continued risk that our Common Stock will be delisted if action is not taken to the satisfaction of the NYSE American.

On October 24, 2022, the closing sale price of our Common Stock on the NYSE American was $0.097 per share. We expect that the Reverse Stock Split, if effected, will increase the per share trading price of our Common Stock. However, the market price per share of our Common Stock after the Reverse Stock Split may not rise (or remain constant) in proportion to the reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split. We cannot predict the effect of the Reverse Stock Split on the per share trading price of our Common Stock, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. In many cases, the market price of a company’s shares declines after a reverse stock split, or the market price of a company’s shares immediately after a reverse stock split does not reflect a proportionate or mathematical adjustment to the market price based on the ratio of the reverse stock split. Accordingly, our total market capitalization after the Reverse Stock Split, if approved and effective, may be lower than our total market capitalization before the Reverse Stock Split, and it is possible that the Reverse Stock Split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks.

Even if the Reverse Stock Split is implemented, the per share trading price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split. Other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the per share trading price of our Common Stock. As a result, we cannot assure you that the Reverse Stock Split, if completed, will result in the benefits that we anticipate, that the per share trading price of our Common Stock will increase following the Reverse Stock Split or that the per share trading price of our Common Stock will not decrease in the future.

The liquidity of our Common Stock may be harmed by the proposed Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per share trading price does not increase proportionately as a result of the Reverse Stock Split. While our Board of Directors believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will attract certain types of investors, such as institutional investors or investment funds, and such share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not improve as a result of a Reverse Stock Split and could be adversely affect by a higher per share price. Accordingly, the Reverse Stock Split may not increase marketability of our Common Stock. In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, because the proportion allows for dilutive issuances that could prevent certain stockholders from changing the composition of the Board of Directors or render tender offers for a combination with another entity more difficult.

If the proposed Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own less than 100 shares of our Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their shares of Common Stock.

The Reverse Stock Split will reduce the number of outstanding shares of our Common Stock without a proportionate reduction in the number of shares of authorized but unissued Common Stock in our Certificate of Incorporation, which will give the Company a significantly larger number of authorized shares, as a percentage of total outstanding shares, available for future issuance without further stockholder action, except as may be required by applicable laws or the rules of any stock exchange on which our Common Stock is listed. The issuance of additional shares of Common Stock may have a dilutive effect on the ownership of existing stockholders.

We have sustained operating losses for the majority of our corporate history and expect that our 2022 expenses will exceed our 2022 revenues, as we continue to invest in our Avenova and DERMAdoctor commercialization efforts. Our operating cash flow is not sufficient to support our ongoing operations, and we expect to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. We expect that the net proceeds from the Warrant Reprice Transactions may only provide adequate working capital into at least the second quarter of 2023, or through the fourth quarter of 2023, assuming the completion of the 2022 Private Placement after the Special Meeting. As such, additional funding or substantial revenue growth will be needed in both the short- and long-term in order to pursue our business plan. These circumstances raise doubt about our ability to continue as a going concern, which depends on our ability to raise capital to fund our current operations.

The stock prices of many companies in our market segments have generally experienced wide fluctuations, which are often unrelated to the operating performance of those companies. Our Common Stock traded as low as $0.09 per share and as high as $0.63 per share during the 12-month period ended October 20, 2022.

The market price of our Common Stock has been and is likely to continue to be highly volatile and could fluctuate in response to, among other things:

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss (“NOL”) carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. Since our formation, we have raised capital through the issuance of capital stock on many occasions which, combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in one or more changes of control, as defined by Section 382 of the Code. We have not currently completed a study to assess whether any change of control has occurred, or whether there have been multiple changes of control since our formation, due to the significant complexity and cost associated with such study. If we have experienced a change of control at any time since our formation, our NOL carryforwards and tax credits may not be available, or their utilization could be subject to an annual limitation under Section 382. In addition, since we may need to raise additional funding to finance our operations, we may undergo further ownership changes in the future. If we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset United States federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.

We have never paid cash dividends on, or repurchased shares of, our Common Stock and do not anticipate paying cash dividends or repurchasing shares of our Common Stock in the foreseeable future. In addition, we do not anticipate paying any dividends or repurchasing any shares of any series of our preferred stock; however, if we pay dividends on our shares of Common Stock, we are required to pay dividends on any series of our preferred stock on an as converted basis. The payment of dividends on, or the repurchase of shares of, our Common Stock or any series of preferred stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends or repurchase stock, holders of our Common Stock will experience a return on their investment in our shares only if our stock price appreciates.

We may issue additional shares of our Common Stock, other series or classes of preferred stock, in addition to the Series B Preferred Stock we issued in the 2021 Private Placement and the Series C Preferred Stock that we expect to issue upon closing of the 2022 Private Placement, without stockholder approval. In addition, we will issue additional shares of Common Stock upon the conversion of the Series B Preferred Stock and the Series C Preferred Stock that we expect to issue if the 2022 Private Placement closed, the exercise of the Amended Warrants, the New Reprice Warrants, the 2022 Warrants that we expect to issue if the 2022 Private Placement closes, and other Common Stock purchase warrants that we have issuedor other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our 2017 Omnibus Incentive Plan.

Our issuance of additional shares of our Common Stock, preferred stock or other equity securities of equal or senior rank could have the following effects:

In order to fully implement our growth strategies, we may need to raise additional capital through public or private equity offerings or debt financings, such as the recently completed Warrant Reprice Transactions and the 2022 Private Placement, if such financing is consummated. Our future capital requirements depend on many factors including our research, development, sales and marketing activities. We do not know whether additional financing will be available when needed or will be available on terms favorable to us. If we cannot raise needed funds on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing Common Stock. In addition, the new equity securities may be offered in the future at a price that is below the then in effect conversion price of the Series B Preferred Stock or, when and if issued, the Series C Preferred Stock, which would result in the lowering of the conversion price of the preferred stock and a greater number of shares of Common Stock being issuable upon conversion of the Series B Preferred Stock and/or Series C Preferred Stock for no additional consideration, causing even greater dilution to our stockholders.

Sales of a significant number of shares of our Common Stock in the public market could depress the market price of our Common Stock and make it more difficult for us to raise funds through future offerings of Common Stock. For example sales of shares of Common Stock that are issuable upon conversion of the Series B Preferred Stock and/or the exercise of the 2020 Original Warrants, the 2021 Original Warrants, the Amended Warrants, the New Reprice Warrants, other Common Stock purchase warrants we have issued or, when and if issued, the Series C Preferred Stock and/or the 2022 Warrants, may cause the price of our publicly traded securities to decline. The shares of Common Stock underlying our shares of Series B Preferred Stock outstanding as of the date of this prospectus, the 2020 Original Warrants, the 2021 Original Warrants, the Amended Warrants, the New Reprice Warrants, other Common Stock purchase warrants we have issued or, when and if issued, the Series C Preferred Stock and/or the 2022 Warrants represent, in the aggregate, approximately 148% of the total number of shares of Common Stock outstanding as of the date of this prospectus. Upon conversion or exercise, as the case may be, of those securities, the shares of Common Stock we issue upon such conversion or exercise could be sold into the public market, and such sales could be significant.

In addition, the Series B Preferred Stock and, when and if issued, the Series C Preferred Stock, may become convertible into a greater number of shares of Common Stock that would be available for sale as a result of the full-ratchet anti-dilution price protection in the Series B Certificate of Designation for the Series B Preferred Stock or, if issued, the Certificate of Designation for the Series C Preferred Stock, as the case may be, which would be triggered if we were to issue Common Stock in the future at an effective Common Stock purchase price that is less than the current conversion price for the Series B Preferred Stock or, when and if issued, the Series C Preferred Stock.

Any of the foregoing could make it more difficult for us to raise additional financing through the sale of equity or equity-related securities in the future at a time and/or at a price that we deem reasonable or appropriate, or at all.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the ~~“Securities Act”~~“Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the ~~“Exchange Act”~~“Exchange Act”)., including, but not limited to, statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs, including statements about the commercial progress and future financial performance of the Company, as well as matters relating to the Warrant Reprice Transactions, the 2022 Private Placement, and the Stockholder Approvals. These statements relate to future events or to our future operating or financial performance and involve ~~known and unknown~~ risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

~~In some cases, you can identify forward-looking statements by terms~~

The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” ~~“should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential”~~or “would” and similar words or expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited ~~to:~~

●

our assumptions, estimates and beliefs regarding the possible effect of the COVID-19 pandemic on general economic conditions, public health and consumer demand, and the Company’s results of operations, liquidity, capital resources and general performance in the future;

●

~~the possible impact of COVID-19 on our ability to obtain financing, including through our At the Market Offering Agreement and the availability of any alternative sources of financing;~~

●

~~our expectations regarding the use of funds from the Company’s Payment Protection Program loan and the potential for forgiveness of such loan under the terms of the Payment Protection Program;~~

●

~~our limited cash and our history of losses;~~

●

~~our ability to achieve profitability;~~

●

~~whether demand develops for our proprietary products;~~

●

~~the impact of competitive or alternative products and pricing;~~

●

~~our ability to obtain adequate financing in the future, as and when we need it;~~

●

~~our ability to continue as a going concern;~~

●

~~the adequacy of protections afforded to us by the patents that we own and the cost to us of maintaining, enforcing and defending those patents;~~

●

~~our exposure to and ability to defend third-party claims and challenges to our patent and other intellectual property rights;~~

●

~~our success at managing the risks involved in the foregoing items; and~~

●

~~other factors discussed in this prospectus.~~

to, statements regarding our ability to regain compliance with the continued listing standards of the NYSE American, the financial and business impact and effect of the completed Warrant Reprice Transactions, the expected timing of, our ability to complete, and impact of the 2022 Private Placement and the Reverse Stock Split, our partnerships, and any future revenue that may result from selling the Company’s products, as well as the Company’s expected future financial results and ability to continue as a going concern. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements.

We discuss in greater detail many of these risks under the heading “Risk Factors” contained in this prospectus or otherwise described in our ~~most recent~~filings with the SEC, including our Annual Report on Form 10-K, ~~and~~ in our ~~subsequent~~subsequently filed Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus together with the documents we have filed with the SEC that are incorporated by reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

The Shares covered by this prospectus are issuable upon conversion of our currently outstanding Series B Preferred Stock (as of the date of this prospectus) into 35,510,720 shares of Common Stock as described in “Prospectus Summary — The Shares and the 2021 Private Placement”. We will not receive any ~~of the~~ proceeds from the sale of the Shares by the Selling ~~Securityholders pursuant to this prospectus. The Selling Securityholders~~Stockholders. We will ~~receive all of~~bear the ~~proceeds from sales~~costs, expenses and fees in connection with the registration of the Shares. The Selling ~~Securityholders~~Stockholders will ~~pay any underwriting discounts and~~each bear all commissions and ~~expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or~~discounts, if any, ~~other expenses incurred by the Selling Securityholders in disposing~~attributable to their respective sales of the Shares held by them. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus, including, without limitation, all registration and filing fees, fees and expenses of our counsel and our independent registered public accountants.

Shares.

MARKET OFFOR OUR COMMON STOCK

Market Information

Our Common Stock is listed on the NYSE American, under the symbol “NBY.”

As of ~~May 8, 2020,~~October 20, 2022, we had 64,988,364 shares of Common Stock outstanding and there were approximately ~~145~~119 holders of record of our Common Stock. We have 11,260 shares of Series B Preferred Stock that have been issued in the 2021 Private Placement, and no other preferred stock outstanding as of the date of this prospectus. After the Stockholder Approval Date and subject to the satisfaction of the other closing conditions for the transaction, we expect to close the 2022 Private Placement and issue 3,250 shares of Series C Preferred Stock. This figure does not reflect persons or entities that hold their stock in nominee or “street” name through various brokerage firms.

~~Dividend Policy~~

We have not paid cash dividends on our Common Stock since our inception. We currently expect to retain earnings primarily for use in the operation and expansion of our business; therefore, we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any existing indebtedness and other factors the Board of Directors deems relevant.

PRINCIPAL STOCKHOLDERS

The following table indicates information as of ~~May 8, 2020,~~October 20, 2022 regarding the beneficial ownership of our Common Stock by:

The percentage of shares beneficially owned is based on ~~28,810,563~~64,988,364 shares of Common Stock outstanding as of ~~May 8, 2020.~~October 20, 2022. Except as indicated in the footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them and no shares are pledged.

Name and Address of Beneficial Owner⁽¹⁾

Number of
Shares
Beneficially
Owned

Percent
of Class

Beneficial Owners Holding More Than 5% (other than Executive Officers and Directors)

Mr. Jian Ping Fu⁽²⁾
5,302,350 18.4%
11 Williams Road

Mt. Eliza, Melbourne VIC 3930

Australia

China Pioneer Pharma Holdings Limited⁽³⁾
5,188,421 18.0%
190 Elgin Avenue, George Town,

Grand Cayman, Cayman Islands KY1-9005

Armistice Capital Master Fund Ltd.⁽⁴⁾
1,465,426 5.1%
20 Genesis Close

P.O. Box 314

Grand Cayman, Cayman Islands KY1-1104

Executive Officers and Directors

Justin M. Hall, Esq.⁽⁵⁾
187,515 *
Andrew D. Jones
— —
Lynn Christopher
— —
Wang Xu⁽⁶⁾
24,750 *
Paul E. Freiman, Ph.D.⁽⁷⁾
104,409 *
Xinzhou (Paul) Li^{(3), (8}⁾
45,248 *
Swan Sit
— —
Xiaopei (Ray) Wang
— —
Mijia (Bob) Wu, M.B.A.⁽⁹⁾
55,244 *
Yenyou (Jeff) Zheng
— —

All directors and executive officers as a group (10 persons)
417,166 1.4%

~~________________~~

^*~~Less than one percent (1%).~~

Name and Address of Beneficial Owner (1)

Number of
Shares
Beneficially
Owned

Percent
of Class

Pioneer Pharma (Hong Kong) Company Ltd. (“Pioneer Hong Kong”) (2)

28 Havemeyer Place, 2^nd Floor

94 Solaris Ave, 2^nd Floor

Jian Ping Fu (“Mr. Fu”) (5)

DESCRIPTION OF ~~SECURITIES~~

CAPITAL STOCK

Our authorized capital stock currently consists of ~~50,000,000~~150,000,000 shares of Common Stock with a $0.01 par value per share, and 5,000,000 shares of preferred stock with a $0.01 par value per share. A description of material terms and provisions of ~~our amended~~the Certificate of Incorporation and ~~restated certificate of incorporation and bylaws~~the Bylaws affecting the rights of holders of ~~our~~the Company’s capital stock is set forth below. The description is intended as a summary, and is qualified in its entirety by reference to ~~our amended and restated certificate~~the Company’s Certificate of ~~incorporation~~Incorporation and the ~~bylaws.~~Bylaws, which are available in our filings with the SEC. As of ~~May 8, 2020,~~October 20, 2022, there were ~~28,810,563~~64,988,364 shares of Common Stock outstanding, and, noof 15,000 shares of ~~our preferred stock outstanding.~~

~~On December 18, 2015, we effected a 1-for-25 reverse stock split and 25~~the Series B Preferred Stock initially issued in the 2021 Private Placement, there are 11,620 shares of ~~our outstanding~~ Series B Preferred Stock that have not been converted and are outstanding.

Common Stock decreased to one share of Common Stock. Similarly, the number of shares of Common Stock issuable upon the exercise of outstanding stock options or warrants, or upon the vesting of outstanding restricted stock units, decreased on a 1-for-25 basis and the exercise price of each outstanding option and warrant increased proportionately.
~~Common~~ ~~stock~~

Dividend rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our Common Stock are entitled to receive dividends out of funds legally available if ~~our~~the Board, ~~of Directors (the “Board”),~~ in its discretion, determines to issue dividends and then only at the times and in the amounts that ~~our~~the Board may determine.

Voting rights. Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Our ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation does not provide for the right of stockholders to cumulate votes for the election of directors. Our ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation establishes a classified Board, divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

No preemptive or similar rights. Our Common Stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. The rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of our preferred stock that weNovaBay may designate and issue in the future.

Right to receive liquidation distributions. Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to holders of our Common Stock are distributable ratably among the holders of our Common Stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential or pari passu rights and payment of liquidation preferences, if any, on any outstanding shares of our preferred ~~stock.~~
stock, including the Series B Preferred Stock.

The rights of the holders of ~~our~~ Common Stock are subject to, and may be adversely affected by, the rights of holders of shares of the Series B Preferred Stock, as described below, and any other preferred stock that we may designate and issue in the future.
~~Anti-takeover effects~~

Under the terms of the Certificate of Incorporation, the Board is authorized to issue up to 5,000,000 shares of preferred stock in one or more series without stockholder approval. Other than the Series B Preferred Stock, we do not currently have any shares of preferred stock issued and outstanding.

Our Certificate of Incorporation authorized the Board, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. The Board can also increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. The Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the Common Stock. The issuance of preferred stock, while providing flexibility in connection with financings, possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, discouraging or preventing a change in control of the Company, may adversely affect the market price of our Common Stock and the voting and other rights of the holders of Common Stock, and may reduce the likelihood that stockholders will receive dividend payments and payments upon liquidation.

On November 2, 2021, we issued 15,000 shares of the Series B Preferred Stock, all of which were convertible into shares of Common Stock at the election of the holders of the Series B Preferred Stock, subject to the beneficial ownership limitation described below. Of the 15,000 shares of Series B Preferred Stock originally issued and sold in the 2021 Private Placement, 11,260 shares of Series B Preferred Stock have not been converted and remain outstanding. The conversion price of each share of Series B Preferred Stock is currently $0.18 into 5,556 shares of Common Stock. The following is a summary of the terms of the Series B Preferred Stock, which is qualified in its entirety by the Series B Certificate of Designation, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 1, 2021 and which is incorporated into this prospectus by reference.

The Series B Preferred Stock ranks as to dividends or distributions of assets upon our liquidation, dissolution or winding up, whether voluntarily or involuntarily, as follows:

Conversion and Limitations

Pursuant to the terms of the 2021 Securities Purchase Agreement and the Series B Certificate of Designation, each share of the Series B Preferred Stock that we issued in the 2021 Private Placement had a purchase price of $1,000 per share and was convertible at a conversion price of $0.40 into 2,500 shares of Common Stock, or an aggregate of 37,500,000 shares of Common Stock. Of the 15,000 shares of Series B Preferred Stock issued in 2021, 11,260 shares have not been converted and remain outstanding. The 2022 Warrant Reprice Transactions triggered the anti-dilution protections in the Series B Certificate of Designation, resulting in a downward adjustment in the conversion price of each share of Series B Preferred Stock to $0.18 and, at such adjusted price, convertible into 5,556 shares of Common Stock. The Series B Preferred Stock is subject to another limitation upon conversion of the Series B Preferred Stock to the extent that, after giving effect to such conversion, the holder of such Series B Preferred Stock (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own Common Stock in excess of the Beneficial Ownership Limitation (or 4.99% or 9.99% of the outstanding Common Stock) as set forth in the Series B Certificate of Designation. Any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% of the total number of shares of Common Stock then issued and outstanding provided that such increase in percentage shall not be effective until sixty-one days after notice to us.

Liquidation Preference

In the event of our liquidation, dissolution or winding up, holders of Series B Preferred Stock are entitled to receive the same amount as a holder of Common Stock.

Shares of Series B Preferred Stock generally have no voting rights, except as required by law and except that the consent of the majority of holders of the outstanding Series B Preferred Stock is required to: (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Series B Certificate of Designation, (ii) amend our Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of Preferred Stock, (iii) increase the number of authorized shares of Preferred Stock, and (iv) enter into any agreement with respect to any of the foregoing.

Holders of Series B Preferred Stock are entitled to receive, and we are required to pay, dividends on shares of the Series B Preferred Stock equal (on an as if converted to Common Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. The Series B Preferred Stock is not entitled to any other dividends.

We are not obligated to redeem or repurchase any shares of Series B Preferred Stock. Shares of Series B Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

There is no established public trading market for the Series B Preferred Stock, and the Series B Preferred Stock has not been listed on any national securities exchange or trading system.

Dilution Protection

In the event we, at any time after the first date of issue of the Series B Preferred Stock and while at least one share of Series B Preferred Stock is outstanding: (i) pays a dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by us upon conversion of the Series B Preferred Stock or any debt securities), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of Common Stock any shares of our capital stock, then, in each case, the conversion price of the Series B Preferred Stock shall be adjusted as provided in the Series B Certificate of Designation. Any adjustment made pursuant to the Series B Certificate of Designation shall become effective immediately after the effective date of the applicable event described in subsections (i) through (iv) above. In addition, in the event that we or any of our subsidiaries, as applicable, at any time while the Series B Preferred Stock is outstanding sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or any of our securities or any of our subsidiaries which would entitle the holder thereof to acquire at any time Common Stock at an effective price per share that is lower than the then conversion price of the Series B Preferred Stock, then the conversion price of the Series B Preferred Stock will be reduced to such lower price; this protection afforded the holder of the Series B Preferred Stock is referred to as a “full-ratchet” anti-dilution protection. This full-ratchet anti-dilution protection is subject to termination as provided in the Series B Certificate of Designation upon the earlier of: (x) our Common Stock achieving an average trading price during any 10 days during a 30-consecutive trading day period that exceeds $1.00 (subject to adjustment for stock splits, recapitalizations, stock dividends and other similar adjustments) and the trading volume during such period exceeds $500,000 per trading day; provided that the Initial Registration Statement and the registration statement registering the resale of the Common Stock underlying the warrants issued in the 2021 private placement both remain effective during this measurement period; or (y) 75% of the Series B Preferred Stock issued having been converted. The holders of Series B Preferred Stock do not have any preemptive rights as a result of their ownership of Series B Preferred Stock.

Fundamental Transactions

If, at any time that shares of Series B Preferred Stock were outstanding, we effected a merger, a sale of substantially all assets or engage in another type of change of control transaction, as described in the Series B Certificate of Designation and referred to as a “Fundamental Transaction”, then a holder of Series B Preferred Stock would have the right to receive, upon any subsequent conversion of a share of Series B Preferred Stock (in lieu of shares of Common Stock) for each issuable conversion share, the same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of Common Stock. In connection with a Fundamental Transaction, the holders of Series B Preferred Stock may instead receive in exchange for their shares of Series B Preferred Stock a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Series B Preferred Stock, which is convertible for a corresponding number of shares of capital stock of such successor entity equivalent to the shares of Common Stock upon conversion of the Series B Preferred Stock and with a conversion price consistent with the conversion price of the Series B Preferred Stock then currently in effect. If we are not the surviving entity in any such fundamental transaction, then it shall cause any successor entity to assume in writing all of the obligations of the Company under the Series B Certificate of Designation, the Securities Purchase Agreement, Registration Rights Agreement and the Warrant in accordance with the provisions of the Series B Certificate of Designation.

Registration Rights

In connection with the Private Placement, we entered into the Registration Rights Agreement with the Purchasers that provided for the resale of the Initial Shares for the Series B Preferred Stock and the shares of Common Stock underlying the 2021 Original Warrants, which as a result of the Warrant Reprice Transaction were amended and are referred to as the “2021 Amended Warrants.”Pursuant to the terms of the Registration Rights Agreement, we registered the Initial Shares on the Initial Registration Statement and we also registered for resale on a separate registration statement on Form S-1 the shares of Common stock underlying the 2021 Original Warrants. Pursuant to the Registration Rights Agreement, we are filing this registration statement and providing for the resale of the Shares by the Selling Stockholders as a result of the additional shares of Common Stock that became issuable upon conversion of the Series B Preferred Stock as a result of an anti-dilution adjustment following the Warrant Reprice Transactions. The Registration Rights Agreement provides for payment of liquidated damages to the Purchasers in the event we are not able to perform our ~~certificate~~obligations with respect to registering the Common Stock. In addition, pursuant to the Registration Rights Agreement, we also agreed, among other things, to indemnify the Purchasers, their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of ~~incorporation~~the Purchaser(s), and ~~bylaws~~any underwriting discounts and selling commissions) incident to our obligations under the Registration Rights Agreement.

As of October 20, 2022, we had outstanding Common Stock warrants (comprised of the 2020 Original Warrants, the Amended Warrants, the New Reprice Warrants and certain warrants issued to each of Ladenburg Thalmann & Co., Inc. and TLF Bio Innovation Lab, LLC, which are collectively referred to as the “OutstandingWarrants”) to purchase an aggregate of 44,581,508 shares of Common Stock at a weighted average exercise price of $0.34 per share (with the exercise of warrants to purchase an aggregate of 39,600,000 shares of Common Stock subject to the Stockholder Approvals).

The 2020 Original Warrants are currently exercisable at $1.65 per share (subject to customary anti-dilution adjustments) until January 22, 2026.

The Amended Warrants have an exercise price of $0.18 per share (subject to customary anti-dilution adjustments). The Amended Warrants will be exercisable at any time (x) on or after the later to occur of (a) six months from September 9, 2022, and (b) the Stockholder Approval Date and (y) on or prior to January 23, 2026, in the case of the 2020 Amended Warrants, or September 11, 2028, in the case of the 2021 Amended Warrants.

In connection with the Initial Exercise, the Company issued New Reprice Warrants to each 2021 Participant, as well as each 2020 Participant that participated in the 2020 Initial Exercise. The form of New Reprice Warrants issued to all 2021 Participants is substantially similar to the 2021 Original Warrants, and the form of New Reprice Warrants issued to the 2020 Participants that elected to make a 2020 Initial Exercise is substantially similar to the 2020 Original Warrants. All of the New Reprice Warrants will be initially exercisable on the later to occur of (i) six months from September 9, 2022, and (ii) the Stockholder Approval Date. In addition, the New Reprice Warrants have a term of exercise of six years, or until September 11, 2028, and an exercise price equal to $0.18.

The Outstanding Warrants are also subject to a provision prohibiting the exercise thereof to the extent that, after giving effect to such exercise, the holder of such warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% or 9.99% of outstanding Common Stock.

None of the Outstanding Warrants have any preemptive rights or a preference upon any liquidation, dissolution or winding-up of the Company.

Our Certificate of ~~incorporation and bylaws.~~ ~~Our amended and restated certificate of incorporation~~Incorporation provides that ~~our~~the Board is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of ~~our~~ stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because holders of ~~our~~ Common Stock do not have cumulative voting rights in the election of directors, stockholders holding a majority of the shares of Common Stock outstanding are able to elect all of our directors. ~~Our~~The Board is able to elect a director to fill a vacancy created by the expansion of the Board or due to the resignation or departure of an existing board member. Our ~~amended~~Certificate of Incorporation and ~~restated certificate of incorporation and bylaws~~Bylaws also provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent, and that only the Board pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders. In addition, our ~~bylaws~~Bylaws include a requirement for the advance notice of nominations for election to the Board or for proposing matters that can be acted upon at a stockholders’ meeting. Our ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation provides for the ability of the Board to issue, without stockholder approval, up to 5,000,000 shares of preferred stock with terms set by the Board, which rights could be senior to those of our Common Stock. ~~Our amended~~The Certificate of Incorporation and ~~restated certificate of incorporation and bylaws~~Bylaws also provide that approval of at least 66-2/3% of the shares entitled to vote at an election of directors will be required to adopt, amend or repeal ~~our bylaws,~~the Bylaws, or repeal the provisions of our ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation regarding the election of directors and the inability of stockholders to take action by written consent in lieu of a meeting.
~~- 12 -~~

The foregoing provisions make it difficult for holders of ~~our~~ Common Stock to replace ~~our~~the Board. In addition, the authorization of undesignated preferred stock makes it possible for ~~our~~the Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of ~~our Company.~~
NovaBay.
Section 203 of the Delaware General Corporation Law
We aresubject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which includes a merger or sale of at least 10% of the corporation’s assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless:

●
the transaction is approved by the Board prior to the time that the interested stockholder became an interested stockholder;

●
upon consummation of the transaction which resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

●
at or subsequent to such time that the stockholder became an interested stockholder, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We do not plan to “opt out” of these provisions. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.
Transfer Agent and Registrar
Computershare Shareholder Services, Inc., located in Providence, Rhode Island, Providence County, is the transfer agent and registrar for our Common Stock and preferred stock in the United States and Computershare Investor Services, Inc., located in Toronto, Ontario, Canada, is the co-transfer agent and registrar for our Common Stock in Canada.
Listing on the NYSE American
Our Common Stock is listed on the NYSE American under the symbol “NBY.”
23
SELLING STOCKHOLDERS
As described above, the Series B Preferred Stock was originally sold to the Selling Stockholders in the 2021 Private Placement. Of the 15,000 shares of Series B Preferred Stock originally issued and sold in the 2021 Private Placement, 11,260 shares of Series B Preferred Stock have not been converted and remain outstanding.
As described in this prospectus, on September 9, 2022, we completed the Warrant Reprice Transactions, which triggered the anti-dilution protections for the Series B Preferred Stock set forth in the Series B Certificate of Designation, resulting in a downward adjustment in the conversion price of the Series B Preferred Stock.
The conversion price of each share of Series B Preferred Stock, which was $0.40 into 2,500 shares of Common Stock prior to the completion of the Warrant Reprice Transactions, was automatically adjusted downward to be $0.18 into 5,556 shares of Common Stock. Based on the 11,620 shares of Series B Preferred Stock outstanding as of the date of this prospectus, there are an additional 35,510,720 shares of Common Stock that became issuable upon conversion of the remaining outstanding Series B Preferred Stock without regard to any limitations on conversion contained in the Series B Certificate of Designation, which are the Shares being registered and being offered by the Selling Stockholders for resale by this prospectus. Because the conversion price of the Series B Preferred Stock may be adjusted upon the occurrence of certain other events, the number of shares that will actually be issued may be different than the number of shares being offered by this prospectus and by the Initial Registration Statement.
We previously registered the offer and sale of the Initial Shares (i.e., those shares of Common Stock underlying the Series B Preferred Stock prior to the Warrant Reprice Transactions) pursuant to the Initial Registration Statement for the Initial Offering.
The table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of the shares of Common Stock by each of the Selling Stockholders. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or has the right to acquire such powers within 60 days. In addition to owning shares of Series B Preferred Stock, the Selling Stockholders also hold 2021 Amended Warrants and New Reprice Warrants. The 2021 Amended Warrants and the New Reprice Warrants cannot be exercised until the later to occur of (i) six months from September 9, 2022, and (ii) the Stockholder Approval Date. Accordingly, neither of the 2021 Amended Warrants and the New Reprice Warrants held by the Selling Stockholders are exercisable as of the date hereof or within 60 days of the date of this prospectus and will only be exercisable in the future if the Stockholder Approvals are received and the Reverse Stock Split is effected. Accordingly, the number of shares of Common Stock beneficially owned by the Selling Stockholders reflected in the table below does not include shares of Common Stock that may be received upon exercise of the 2021 Amended Warrants or the New Reprice Warrants.
The shares of Series B Preferred Stock held by the Selling Stockholders are all convertible into shares of Common Stock. However, under the terms of the Series B Preferred Stock, as set forth in the Series B Certificate of Designation, a Selling Stockholder may not convert their shares of Series B Preferred Stock to the extent such conversion would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock, which would exceed 4.99% or 9.99%, as applicable to such Selling Stockholder, of our then outstanding Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such Series B Preferred Stock which have not been converted.
Percentage ownership is based on 64,988,364 shares of Common Stock outstanding as of October 20, 2022. The Selling Stockholders may sell all, some or none of their Shares in this offering that are received upon conversion of their Series B Preferred Stock. For additional information, see the section entitled “Plan of Distribution.” This information in the table and the footnotes is based upon our review of public filings, our stockholder, optionholder and warrantholder registers and information furnished to us by the Selling Stockholders. Based on this information, we believe that none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers.
~~- 13 -~~
24

~~SELLING SECURITYHOLDERS~~
~~The Company’s two largest stockholders, Mr. Fu and Pioneer Hong Kong, or affiliates of Pioneer Hong Kong, purchased shares~~
Name of Selling

Shares of
Common
Stock
Owned Prior
to this

Shares of
Common
Stock Being
Offered
by this

Shares of Common Stock
Owned After this Offering⁽²⁾⁽³⁾

Shares of Common Stock
Owned After this
Offering and the
Completion of the Initial
Offering⁽²⁾⁽³⁾

Stockholder Offering⁽¹⁾ Prospectus⁽²⁾
Number

Percentage

Number

Percentage

Altium Growth Fund, LP⁽⁴⁾
18,178,909 9,779,200 8,399,709 7.7% 399,709 *
Alpha Capital Anstalt⁽⁵⁾
21,223,920 11,673,920 9,550,000 8.7% — —
Hudson Bay Master Fund Ltd^.(6)
6,667,200 3,667,200 3,000,000 2.9% — —
FGP Protective Opportunity Master Fund SP⁽⁷⁾
8,478,400 4,278,400 4,200,000 4.0% 700,000 *
District 2 Capital Fund LP⁽⁸⁾
5,731,000 3,056,000 2,675,000 2.6% 175,000 *
Bigger Capital Fund, LP⁽⁹⁾
5,731,000 3,056,000 2,675,000 2.6% 175,000 *
Total Number of Shares:
66,010,429 35,510,720 30,499,709 28.5% 1,449,709 1.1%
* Less than 1%.
(1)
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Includes 100% of the ~~Company’s Common Stock in the following private placement transactions with the Company:~~
●
~~September 2012~~. Pioneer Pharma (Singapore) Pte. Ltd., an affiliate of China Pioneer Pharma (“Pioneer Singapore”), purchased 80,000 units (with such amount giving effect to the Company’s 1-for-25 reverse stock split on December 18, 2015) with each unit consisting of one share of Common Stock and one warrant to purchase a share of Common Stock for aggregate consideration of $2.5 million in a private placement with the Company pursuant to a unit purchase agreement, dated September 13, 2012. See the Company’s Current Report on Form 8-K filed with the SEC on ~~September 17, 2012. The warrants issued in this transaction were subsequently cancelled and therefore never exercised.~~
●
~~November 2013. Pioneer Singapore purchased 200,000~~ shares of Common Stock ~~(with such amount giving effect to~~issuable upon conversion of the ~~Company’s 1-for-25 reverse stock split on December 18, 2015) for aggregate consideration of $5.7 million in a private placement with~~Series B Preferred Stock at the ~~Company pursuant to a common stock purchase agreement, dated November 25, 2013. See the Company’s Current Report on Form 8-K filed with the SEC on~~ ~~December 2, 2013~~.
●
~~February 2016. Mr. Fu and Pioneer Singapore each purchased 696,590~~current conversion price as well as any other shares of Common Stock ~~for aggregate consideration~~held as of approximately $1.26 million and $1.33 million, respectively, in a private placement with the Company pursuant to a securities purchase agreement, dated February 16, 2016. See the Company’s Current Report on Form 8-K filed with the SEC on ~~February 16, 2016~~.
●
~~April 2016. Mr. Fu purchased 1,937,173~~October 20, 2022. The shares of Common Stock ~~and warrants exercisable~~listed for ~~968,587~~the Selling Stockholders in this table do not include the shares of Common Stock ~~for aggregate consideration~~issuable upon exercise of ~~$3.7 million,~~the 2021 Amended Warrants or New Reprice Warrants held by the Selling Stockholders, which are not currently exercisable and ~~Pioneer Singapore purchased an aggregate~~will not become exercisable, until the later to occur of ~~2,617,802~~(i) six months from September 9, 2022, and (ii) the Stockholder Approval Date.
(2) Pursuant to the Series B Certificate of Designation, a Selling Stockholder may not convert shares of Series B Preferred Stock if as a result of such conversion such Selling Stockholder, its affiliates and any other person whose beneficial ownership of shares of Common Stock ~~and warrants exercisable~~would be aggregated with the Selling Stockholder’s for ~~1,308,902 shares~~purposes of Section 13(d) of the Exchange Act, would beneficially own more than 4.99% of our Common Stock (or 9.99% if such Selling Stockholder has previously provided not less than 61 days’ prior notice to us of such increase).
(3) Figures under the headings:
●
“Shares of Common Stock ~~(which closed~~Owned After this Offering” assume, for each Selling Stockholder, the conversion in ~~two tranches)~~full of all shares of Series B Preferred Stock held by such Selling Stockholder and the sale of all shares offered by this prospectus. However, these figures do not reflect the sale of any Initial Shares by such Selling Stockholder, which are covered by the Initial Registration Statement; and
●
“Shares of Common Stock Owned After this Offering and the Completion of the Initial Offering” assume, for ~~aggregate consideration~~each Selling Stockholder, the conversion in full of ~~$5.0 million, both in a private placement with~~all shares of Series B Preferred Stock held by such Selling Stockholder, the ~~Company pursuant to a securities purchase agreement, dated April 4, 2016. All warrants purchased~~sale of all shares offered by ~~Mr. Fu in~~ this ~~transaction were exercised on September 22, 2016,~~prospectus, and the sale of all of Initial Shares currently held by such Selling Stockholder, which are registered and ~~all warrants purchased~~being offered and sold by ~~Pioneer Singapore in this transaction were exercised on August 21, 2016. See~~ the ~~Company’s Current Report on Form 8-K filed with~~Selling Stockholder through the ~~SEC on~~ ~~April 5, 2016~~.
Initial Registration Statement.
In addition to the above, on March 21, 2019, Mr. Fu purchased 1,700,000 shares of Common Stock from OP Financial Investments Limited. OP Financial Investments Limited purchased such shares of Common Stock from the Company in a private placement pursuant to a share purchase agreement, dated February 5, 2018. Further, as part of an internal reorganization, Pioneer Singapore transferred all of its shares of Common Stock to Pioneer Hong Kong.
We are registering the resale of 10,205,644 shares of Common Stock (the “Shares”) held by Mr. Fu and Pioneer Hong Kong (the “Selling Securityholders”) acquired in the transactions described above to permit each of the Selling Securityholders identified below, or their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of the Shares in the manner contemplated under “Plan of Distribution” in this prospectus (as may be supplemented and amended). Throughout this prospectus, when we refer to the shares of our Common Stock being registered on behalf of the Selling Securityholders, we are referring to the shares issued to or acquired by the Selling Securityholders pursuant to the transactions described above, and when we refer to the Selling Securityholders in this prospectus, we are referring to the parties to the same transactions, as applicable and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.
The Selling Securityholders may sell some, all or none of the Shares. We do not know how long the Selling Securityholders will hold the Shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Securityholders regarding the sale or other disposition of any of the Shares. The Shares covered hereby may be offered from time to time by the Selling Securityholders.
~~- 14 -~~
25

The following table sets forth the name of each Selling Securityholder, the number of Shares owned by the Selling Securityholders as of May 8, 2020, the number of Shares that may be offered under this prospectus, and the number of shares of our Common Stock to be beneficially owned by the Selling Securityholders assuming all of the Shares covered hereby are sold.
All information contained in the table below and the footnotes thereto is based upon information provided to us by the Selling Securityholders. The information in the table below and the footnotes thereto regarding shares of Common Stock to be beneficially owned after the offering assumes the sale of all Shares being offered by the Selling Securityholders under this prospectus. We believe that each of the Selling Securityholders named in this table has sole voting and investment power with respect to the shares of Common Stock indicated as owned.
~~The following table sets forth:~~
(4)
●
Altium Growth Fund, LP’s ownership as of October 20, 2022 includes an aggregate of: (1) 17,779,200 shares of Common Stock issuable upon conversion of its 3,200 shares of Series B Preferred Stock and (2) 399,709 shares of Common Stock. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these shares. The reported share ownership as of October 20, 2022 does not include 7,500,000 shares of Common Stock underlying the 2021 Warrant or 2,500,000 shares of Common Stock underlying the New Reprice Warrant owned by Altium Growth Fund, LP, as these warrants are not currently exercisable.
(5)
Alpha Capital Anstalt’s ownership as of October 20, 2022 is comprised of 21,223,920 shares of Common Stock issuable upon conversion of its 3,820 shares of Series B Preferred Stock. Nicola Feuerstein, Director of Alpha Capital Anstalt, has sole voting and dispositive power over the ~~name~~Company’s securities held by Alpha Capital Anstalt. The reported share ownership does not include the 7,500,000 shares of ~~each~~Common Stock underlying the 2021 Warrant or the 2,500,000 shares of Common Stock underlying the New Reprice Warrant owned by Alpha Capital Anstalt, as these warrants are not currently exercisable.
(6) Hudson Bay Master Fund Ltd.’s ownership as of October 20, 2022 is comprised of 6,667,200 shares of Common Stock issuable upon conversion of its 1,200 shares of Series B Preferred Stock. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these Company securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. The reported share ownership does not include the 3,281,250 shares of Common Stock underlying the 2021 Warrant or the 1,093,750 shares of Common Stock underlying the New Reprice Warrant owned by Hudson Bay Master Fund Ltd., as these warrants are not currently exercisable.
(7) FGP Protective Opportunity Master Fund SP’s ownership as of October 20, 2022 includes an aggregate of: (1) 7,778,400 shares of Common Stock issuable upon conversion of its 1,400 shares of Series B Preferred Stock and (2) 700,000 shares of Common Stock. FGP Protective Opportunity Master Fund SP is a segregated portfolio of FGP Protective Opportunity Master Fund SPC. The principal of FGP Protective Opportunity Master Fund SP is Gregory Pepin. Gregory Pepin has the voting and dispositive power with respect to the securities. The reported share ownership does not include the 2,812,500 shares of Common Stock underlying the 2021 Warrant or the 937,500 shares of Common Stock underlying the New Reprice Warrant owned by FGP Protective Opportunity Master Fund SP, as these warrants are not currently exercisable.
(8)
District 2 Capital Fund LP's (“District 2 CF”) ownership as of October 20, 2022 includes an aggregate of: (1) 5,556,000 shares of Common Stock issuable upon conversion of its 1,000 shares of Series B Preferred Stock and (2) 175,000 shares of Common Stock. Bigger Capital Fund GP, LLC (“Bigger GP”) is a general partner of Bigger Capital Fund, LP (“Bigger Capital”) and District 2 Capital LP (“District 2”) is the investment manager of District 2 CF. Michael Bigger is the managing member of Bigger GP and District and District 2 Holdings LLC (“District 2 Holdings”), which is the managing member of District 2 GP LLC (“District 2 GP”), the general partner of District 2 CF. Therefore, Mr. Bigger, District 2, District 2 Holdings and District 2 CF may be deemed to be the beneficial owner, and have the shared power to dispose of or direct the disposition, of the ~~Selling Securityholders;~~
●
shares reported as beneficially owned by District 2 CF and Mr. Bigger and Bigger GP may be deemed to be the ~~number~~beneficial owner, and have the shared power to dispose of or direct the disposition, of the shares reported as beneficially owned by Bigger Capital and District 2 CF. The reported share ownership does not include the 1,875,000 shares of ~~our~~ Common Stock underlying the 2021 Warrant or the 625,000 shares of Common Stock underlying the New Reprice Warrant owned by ~~each such Selling Securityholder prior to this offering on May 8, 2020;~~
District 2 CF, as these warrants are not currently exercisable.
(9)
●
~~the number~~Bigger Capital Fund, LP’s ownership as of October 20, 2022 includes an aggregate of: (1) 5,556,000 shares of ~~our~~ Common Stock ~~being offered pursuant to this prospectus; and~~
●
~~the number~~issuable upon conversion of its 1,000 shares of ~~our~~Series B Preferred Stock and (2) 175,000 shares of Common Stock. Bigger Capital, LLC is the investment manager of Bigger Capital Fund, LP. Mr. Michael Bigger is a managing partner of Bigger Capital GP, LLC, which is the general partner of Bigger Capital Fund, LP, and has sole voting and investment power over the Company’s securities. Bigger Capital GP, LLC and Mr. Bigger may deemed to beneficially own the shares beneficially held by Bigger Capital Fund, LP. The reported share ownership does not include the 1,875,000 shares of Common Stock ~~beneficially~~underlying the 2021 Warrant or the 625,000 shares of Common Stock underlying the New Reprice Warrant owned ~~upon completion of this offering.~~
~~Assuming all Shares are sold, Mr. Fu will own less than 1.0% of our Common Stock after the offering while Pioneer Hong Kong will retain approximately 1.0% of our Common Stock.~~
Name of Selling Securityholder

Shares of
Common
Stock
Owned Prior
to Offering

Shares of
Common
Stock Being
Offered

Shares of
Common
Stock
Owned After
Offering⁽¹⁾

Percent
Owned
After
the
Offering
Jian Ping Fu

5,302,350

5,302,350

—

—
Pioneer Pharma (Hong Kong) Company Ltd.

5,188,421

4,903,294

285,127

1.0%
~~________________~~
⁽¹⁾
~~The numbers in the below column assume that all Shares pursuant to this prospectus~~by Bigger Capital Fund, LP, as these warrants are ~~sold.~~
not currently exercisable.
~~Relationships with the Selling Securityholders~~
In addition to the transactions described above, as the two largest stockholders of the Company, both Selling Securityholders currently have a representative on the Company’s Board of Directors. Director Xinzhou (Paul) Li is a Director of Pioneer Hong Kong and the Chairman and Executive Director of, as well as the holder of a majority interest in, China Pioneer Pharma and has served on the Company’s Board of Directors since April 2015. Mr. Fu nominated Director Xiaopei (Ray) Wang who has served on the Company’s Board since July 2019.
Further, on February 27, 2019, the Company issued a promissory note to Pioneer Hong Kong, which was amended on June 25, 2019, loaning the Company $1,000,000 (the “Promissory Note”). The Promissory Note currently bears an interest payment of $300,000 (initially $150,000) and is payable in full upon the Company’s next financing with Pioneer Hong Kong and in no event after July 1, 2020 (an extension per the June amendment from the initial maturity date of July 27, 2019).
~~- 15 -~~
26

Relationships with the Selling Stockholders
Based upon information provided by the Selling Stockholders, except as set forth below, none of the Selling Stockholders nor any of their affiliates, officers, directors or principal equity holders has had any positions or office or has had any material relationship with us within the past three years.
● Each of the Selling Stockholders participated in the 2021 Private Placement and owns shares of Series B Preferred Stock. Each of the Selling Stockholders received a 2021 Original Warrant in the 2021 Private Placement, which were subsequently amended in the Warrant Reprice Transactions.
● Each of the Selling Stockholders owns Common Stock warrants and participated in the Warrant Reprice Transactions.
● Bigger Capital Fund, LP, District 2 Capital Fund LP, and FGP Protective Opportunity Master Fund SP are each party to the 2022 Securities Purchase Agreement and have agreed to purchase Units, consisting of shares of Series C Preferred Stock and the 2022 Warrants following our receipt of the Stockholder Approvals, the effectiveness of the Reverse Stock Split and satisfaction of the closing conditions contemplated by 2022 Securities Purchase Agreement.
27
PLAN OF DISTRIBUTION
~~The Company is registering the shares of its Common Stock offered pursuant to the registration statement and related prospectus on behalf~~
Each Selling Stockholder of the ~~Selling Securityholders. The Selling Securityholders, which term as used herein includes~~securities and any of their pledgees, ~~donees, transferees or other~~assignees and successors-in-interest ~~selling shares received from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer after the date of the prospectus,~~ may, from time to time, sell, transfer or otherwise dispose of any or all of ~~their~~ shares of Common Stock covered by this prospectus on the NYSE American or ~~interests in shares of Common Stock on~~ any other stock exchange, market or trading facility on which the ~~shares~~securities are traded or in private transactions. The Selling Securityholders will pay any brokerage commissions and similar selling expenses attributable to the sale of the shares. The Company will pay other expenses relating to the preparation, updating and filing of the registration statement. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Securityholders.
These ~~dispositions~~sales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. ~~To the extent any of the~~A Selling Securityholders gift, pledge or otherwise transfer the Shares offered hereby, such transferees may offer and sell the Shares from time to time under the prospectus, provided that the prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act, to include the name of such transferee in the list of Selling Securityholders under the prospectus.
~~The Selling Securityholders~~Stockholder may use any one or more of the following methods when ~~disposing of Shares or interests therein, some of which may or may not involve broker-dealers acting as agent or principal:~~
selling securities:

●
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●
block trades in which the broker-dealer will attempt to sell the Shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

●
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●
an exchange distribution in accordance with the rules of the applicable exchange;

●
privately negotiated transactions;

●
settlement of short sales, to the extent permitted by law;

●
through the writing or settlement of options or other hedging transactions, whether through an option exchange or otherwise;

●
in transactions through broker-dealers that agree with the Selling ~~Securityholders~~Stockholders to sell a specified number of such ~~Shares~~securities at a stipulated price per ~~share;~~
security;

●
a combination of any such methods of sale; or

●
any other method permitted pursuant to applicable law.
The Selling ~~Securityholders~~Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling ~~Securityholders~~Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling ~~Securityholders~~Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with ~~the Supplementary Material to~~ FINRA Rule 2121.
~~- 16 -~~

In connection with the sale of the securities or interests therein, the Selling ~~Securityholders~~Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling ~~Securityholders~~Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling ~~Securityholders~~Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
28
The Selling ~~Securityholders~~Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling ~~Securityholder~~Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling ~~Securityholders~~Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Because Selling Securityholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than under this prospectus. The Selling Securityholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Securityholders.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling ~~Securityholders~~Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for ~~the Company~~us to be in compliance with the current public information ~~requirements~~ under Rule 144 under the Securities Act or any other rule of similar effect orand (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling ~~Securityholders~~Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of ~~securities of~~ the Common Stock by the Selling ~~Securityholders~~Stockholders or any other person. We will make copies of this prospectus available to the Selling ~~Securityholders~~Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
~~- 17 -~~
29

LEGAL MATTERS
Certain legal matters with respect to the validity of the issuance of the securities offered hereby will be passed upon by our counsel, Squire Patton Boggs (US) LLP, Washington, DC.
EXPERTS
The consolidated financial statements of NovaBay Pharmaceuticals, Inc. as of December 31, 2021 and for the year then ended, incorporated by reference in this prospectus, have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of NovaBay Pharmaceuticals, Inc. as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020, appearing in its Annual Report on Form 10-K for the year ended December 31, ~~2019~~2021 have been audited by OUM & Co. LLP, an independent registered public accounting firm, as set forth in their report thereon, ~~and~~ incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
30
WHERE YOU CAN FIND MORE INFORMATION
~~This prospectus is part of~~
We have filed with the SEC a registration statement on Form S-1 with respect to the Shares of Common Stock being sold in this offering. This prospectus constitutes a part of that ~~we have filed with~~registration statement. This prospectus does not contain all the ~~SEC under the Securities Act and therefore omits certain~~ information ~~contained~~set forth in the registration ~~statement. We have also filed~~statement and the exhibits and schedules ~~with~~to the registration statement, ~~that are excluded from~~because some parts have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and our common stock being sold in this ~~prospectus, and~~offering, you should refer to the ~~applicable exhibit or schedule for a complete description~~registration statement and the exhibits and schedules filed as part of the registration statement. Statements contained in this prospectus regarding the contents of any ~~statement referring to any~~agreement, contract or other ~~document.~~
Wedocument referred to herein are ~~subject~~not necessarily complete; reference is made in each instance to the ~~reporting requirements~~copy of the ~~Exchange Act~~contract or document filed as an exhibit to the registration statement. Each statement is qualified by reference to the exhibit.
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC’s website address is www.sec.gov.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. ~~The SEC maintains an internet site that contains reports, proxy and information statement, and other information regarding issuers that file electronically with the SEC, which are~~We make these filings available ~~at the SEC's~~on our website ~~at http://www.sec.gov.~~
~~We also maintain a website at~~ http://www.novabay.com/investors/sec-filings. Our website and the information contained on, or that can be accessed through, ~~which you can access our SEC filings. The information set forth on~~ our website iswill not be deemed to be incorporated by reference in, and are not considered part of, this prospectus.
You should not rely on our website or any such information in making your decision whether to purchase shares of our common stock. You can also review these documents on the SEC’s website, as described above.
~~Incorporation~~ INCORPORATION OF CERTAIN ~~INFORMATION~~ DOCUMENTS BY REFERENCE~~by Reference~~
You should consider the incorporated information as if we reproduced it in this prospectus. The SEC allows us to “incorporate by reference” the information we file with the ~~SEC.~~SEC into this prospectus. This permits us to disclose important information to you by referring you to ~~these~~other documents that we filed ~~documents.~~separately with the SEC. Any information referred to in this way is considered part of this prospectus. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. We incorporate by reference the following documents that have been filed with the ~~SEC (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and all exhibits related to such items):~~
SEC:

●
our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2021, as filed with the SEC on March ~~26, 2020~~29, 2022;

●
our Quarterly ~~Report~~Reports on Form 10-Q for the ~~quarter~~quarterly periods ended March 31, ~~2020,~~2022 and June 30, 2022, as filed with the SEC on May ~~7, 2020~~12, 2022;
and August 11, 2022, respectively;

●
~~the information specifically incorporated by reference into~~
our ~~Annual Report~~Current Reports on Form ~~10-K for the year ended December 31, 2019, from our definitive proxy statement in connection with our 2020 Annual Meeting of Stockholders which was~~8-K, as filed with the SEC on ~~April 15, 2020~~January 4, 2022, January 5, 2022, January 20, 2022, January 28, 2022, February 1, 2022, May 13, 2022, September 13, 2022, and October 7, 2022;
~~- 18 -~~

●
our ~~current reports~~Definitive Proxy Statement on ~~Form 8-K,~~Schedule 14A filed with the SEC on ~~February 6, 2020~~, March ~~16, 2020~~30, 2022, ~~March 20, 2020~~, ~~April 3, 2020~~, ~~April 20, 2020~~, ~~April 27, 2020~~, ~~May 5, 2020~~, ~~May 5, 2020~~, and our Definitive Proxy Statement on Schedule 14A filed with the SEC on ~~May 15, 2020~~September 30, 2022; and

●
the description of our Common Stock in our registration statement on Form 8-A, as filed with the SEC on August 29, 2007 ~~and~~, as updated by our Current Report on Form 8-K filed with the SEC on June 29, 2010.
, and including any amendments or reports filed for the purposes of updating this description, including Exhibit 4.1 or our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022.
Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus ~~or in a later filed document that is incorporated or deemed to be incorporated herein by reference~~ modifies or replaces such information. We also incorporate by reference any future filings ~~(other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items)~~ made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus, including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
Notwithstanding the foregoing, unless specifically stated to the contrary, information that we furnish (and that is not deemed “filed” with the SEC) under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference into this prospectus or the registration statement of which this prospectus is a part.
We will provide, upon written or oral request, without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the information incorporated herein by reference (exclusive of exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request in writing or orally a copy of these filings, at no cost, by writing or telephoning us at the following address:
NovaBay Pharmaceuticals, Inc.
2000 Powell Street, Suite 1550
Emeryville, CACalifornia 94608
(510) 899-8800
~~Attn:~~
Attention: Corporate Secretary
31
35,510,720 Shares
of
Common Stock
PROSPECTUS
, 2022
~~- 19 -~~

~~10,205,644~~ ~~Shares of Common Stock~~

~~___________~~
~~PROSPECTUS~~

~~___________~~
We have not authorized any dealer, salesperson or other person to give any information or to make any representations not contained in this prospectus. You must not rely on any unauthorized information. This prospectus is not an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is current as of the date of this prospectus. You should not assume that this prospectus is accurate as of any other date.
~~___________~~
~~May 15~~~~, 2020~~
~~- 20 -~~

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses ~~(other than underwriting discounts and expenses) payable~~to be paid by us in connection with this ~~offering~~registration statement and the listing of our common stock. All amounts shown are ~~as follows:~~

Amount

SEC registration fee
$ 1,272
Accounting fees and expenses
$ 8,000
Legal fees and expenses
$ 10,000
Transfer agent fees and expenses
$ 2,000
Total expenses
$ 21,272
* To be filed by amendment.
estimates except for the SEC registration fee.

Amount

SEC registration fee $ 400
Accounting fees and expenses 12,000
Legal fees and expenses 50,000
Transfer agent and registrar fees and expenses 2,000
Total expenses $ 64,400
ITEM 14. Indemnification of Directors and Officers.
The Company’s amended and restated certificate of incorporation ~~as amended,~~ provides that the liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Under the Delaware General Corporation Law, no director will be personally liable to the Company or the Company’s stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

●
for any breach of the duty of loyalty to the Company or the Company’s stockholders;

●
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

●
for unlawful payment of dividends or unlawful stock repurchases or redemptions under Section 174 of the Delaware General Corporation Law; and

●
for any transaction from which the director derived an improper personal benefit.
● The Company’s amended and restated bylaws provide that:
● ~~The Company’s amended and restated bylaws provide that:~~
●
the Company is required to indemnify the Company’s directors and executive officers to the fullest extent not prohibited by Delaware law, subject to limited exceptions;

●
the Company may indemnify the Company’s other employees and agents as set forth in the Delaware General Corporation Law;

●
the Company is required to advance expenses to the Company’s directors and executive officers as incurred in connection with legal proceedings against them for which they may be indemnified, against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification; and

●
the rights conferred in the amended and restated bylaws are not exclusive.
The information provided above is a summary of relevant provisions of our amended and restated certificate of incorporation, amended and restated bylaws and certain provisions of the Delaware General Corporation Law. We urge you to read the full text of these documents, forms of which have been filed with the SEC, as well as the referenced provisions of the Delaware General Corporation Law because they are the legal documents and provisions that will govern matters of indemnification with respect to our directors and officers.
~~- 21 -~~
II-1

The Company has entered into indemnification agreements with each of the Company’s directors and executive officers that require the Company to indemnify these persons all direct and indirect costs of any type or nature whatsoever, including attorney’s fees, witness fees, and other out-of-pocket costs of whatever nature, incurred by the director or officer in any action or proceeding, whether actual, pending or threatened, subject to certain limitations, to which any of these people may be made a party by reason of the fact that he or she is or was a director or an executive officer of the Company or is or was serving or at any time serves at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
The Company has purchased insurance on behalf of any person who is or was a director or officer of the Company against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
ITEM 15. Recent Sales of Unregistered Securities.
During the last three completed fiscal years and to date in the current fiscal year, we sold (and expect to complete the sale of) the following unregistered securities:
Capital Raise

# of
Shares,
Units or
Warrants

Date
~~Sale of an aggregate of 1,700,000 shares of Common Stock at $3.52 per share for an aggregate purchase price of $5,984,000~~
~~1,700,000~~
~~February 8, 2018~~

Issuance of ~~a secured convertible promissory note with~~warrants exercisable for an ~~original principal amount~~aggregate of ~~$2,215,000 which may be converted to~~6,898,566 shares of Common Stock at ~~a conversion~~an exercise price of $1.65 per share to certain domestic and foreign investors as partial consideration for anthe exercise of certain warrants then held by such investors with the exercise of such warrants providing aggregate ~~purchase price~~proceeds of ~~$2,000,000~~
$6,829,580
—
6,898,566
~~March 26, 2019~~
July 20, 2020

~~Sale~~Issuance of warrants exercisable for an aggregate of ~~1,371,427~~15,000 shares of Common Stock at ~~$1.75 per share and warrants exercisable for 1,371,427 shares at~~ an exercise price of ~~$0.87~~$0.6718 per share ~~(subsequently registered on a resale registration statement on a Form S-3 (File No. 333-233623))~~as consideration for ~~an aggregate purchase price of $2,400,000~~
certain services pursuant to that certain Services Agreement, dated May 13, 2020 with TLF Bio Innovation Lab, LLC
~~2,742,854~~
15,000
~~June 26, 2019~~
January 15, 2021

Sale of (i) an aggregate of 15,000 shares of Series B non-voting convertible preferred stock that are convertible into an aggregate of 37,500,000 shares of Common Stock and (ii) Common Stock warrants ~~exercisable for 4,198,566 shares~~ at an exercise price of ~~$1.15 per share that were sold with 4,198,566~~$0.53 exercisable for 37,500,000 shares of Common Stock ~~in a registered direct offering~~ for an aggregate purchase price of ~~$4,198,566~~
$15,000,000
~~4,198,566~~
75,000,000
~~August 13, 2019~~
November 2, 2021

~~Sale~~
Issuance of warrants exercisable for an aggregate of ~~2,700,000~~11,475,000 shares of Common Stock at ~~$1.00 per share and warrants exercisable for 2,700,000 shares at~~ an exercise price of ~~$1.15~~$0.18 per share to certain domestic investors as partial consideration for anthe exercise of certain warrants held by such investors with the exercise of such warrants providing aggregate ~~purchase price~~proceeds of ~~$2,700,000~~
approximately $2,065,500⁽¹⁾

~~5,400,000~~
11,475,000
~~August 13, 2019~~
September 9, 2022

~~Potential future issuance~~
Pending sale of units that will consist of an aggregate of (i) a newly designated Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share, convertible into an aggregate of 18,055,556 shares of Common Stock, (ii) new short-term Series A-1 warrants ~~exercisable~~to purchase an aggregate of 18,055,556 shares Common Stock, and (iii) new long-term Series A-2 warrants to purchase an aggregate of 18,055,556 shares Common Stock for an aggregate ~~number~~purchase price of shares of the Company’s common stock equivalent to twelve percent (12%) of the Company’s outstanding common stock on the later of the date on which all certain regulatory approvals are received and the date stockholder approval to increase the number of the Company's authorized shares of common stock is received as consideration for an exclusive distribution right, pursuant to the Company’s International Distribution Agreement, dated April 16, 2020
$3,250,000⁽²⁾

~~Undetermined~~
54,166,668
~~Undetermined~~
September 9, 2022
¹The exercise of such warrants are currently subject to receiving the Stockholder Approvals, as also described in the underlying warrants.
²The 2022 Private Placement is expected to close in the fourth quarter of 2022, subject to receiving the Stockholder Approvals and satisfying other customary closing conditions.
~~- 22 -~~
II-2

Ladenburg acted as placement agent in connection with each of the private placements described above, except as relates to the private placement of warrants to TLF Bio Innovation Lab, LLC. No other underwriters were involved in the foregoing sales of securities, but China Kington Asset Management Co. Ltd. acted as placement agent in each of the foregoing sales of securities except in the issuance of the secured convertible promissory note where Ascendiant Capital Markets, LLC acted as placement agent, the private placement of warrants exercisable for 4,198,566 shares of Common Stock where Ladenburg acted as placement agent and the potential future issuance of warrants where no third party acted as underwriter or placement agent.
~~Further, the~~securities.
The securities described above were issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as a transaction to an accredited investor not involving a public offering. The recipients of securities in all such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the stock certificates and option agreements issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.
ITEM 16. Exhibits and Financial Statement Schedules.
(a)         The following exhibits are filed as part of this Registration Statement:

Incorporation by Reference
Filed
Herewith
Exhibit
Number
Exhibit Description
Form
File
Number
Exhibit/
Form 8-K Item
Reference
Filing Date

3.1
Amended and Restated Certificate of Incorporation of NovaBay Pharmaceuticals, Inc.
10-K
001-33678
3.1
3/21/2018

3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation
8-K
001-33678
3.1
6/04/2018

3.3
Bylaws
8-K
001-33678
3.2
6/29/2010

4.1
Form of Warrant issued in October 2015 offering, as amended
10-K
001-33678
4.5
3/23/2017

4.2
Form of Warrant in June 2019 offering
8-K
001-33678
4.1
6/19/2019

4.3
Specimen Common Stock Certificate
S-1
333-140714
4.2
8/10/2007

4.4
Form of Domestic Warrant issued in August 2019
8-K
001-33678
4.1
8/09/2019

4.5
Form of Foreign Warrant issued in August 2019
8-K
001-33678
4.2
8/09/2019

5.1
Opinion of Squire Patton Boggs (US) LLP

X
10.1+
Indemnity Agreement (Form of Indemnity Agreement between the Company and its Directors and Officers)
10-Q
001-33678
10.1
8/12/2010

10.2+
NovaCal Pharmaceuticals, Inc. 2005 Stock Option Plan
S-1
as amended
333-140714

10.2
3/30/2007

10.3+
NovaBay Pharmaceuticals, Inc. 2007 Omnibus Incentive Plan (as amended and restated)
S-8
333-215680
99.1
1/24/2017

Exhibit
Number
Exhibit Description
Incorporated by Reference
Filed
Herewith
Form
File
Number
Exhibit/
Form 8-K
Item
Reference
Filing Date
2.1
Membership Unit Purchase Agreement dated September 27, 2021, by and among the Company, DERMAdoctor, the Founders and the Sellers (as defined therein)
8-K 001-3678 2.1 9/28/2021
3.1
Amended and Restated Certificate of Incorporation of NovaBay Pharmaceuticals, Inc.
10-K 001-33678 3.1 3/21/2018
3.2
Amendment to the Amended and Restated Certificate of Incorporation, dated June 4, 2018of NovaBay Pharmaceuticals, Inc.
8-K 001-33678 3.1 6/04/2018
3.3
Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated May 27, 2020
8-K 001-33678 3.1 5/28/2020
3.4
Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated May 24, 2021
8-K 001-33678 3.1 5/24/2021
3.5
Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated January 31, 2022
8-K 001-33678 3.1 2/1/2022
3.6
Certificate of Designationfor the Series B Preferred Stock
8-K 001-33678 3.1 11/1/2021
3.7
Amended and Restated Bylaws
10-K 001-33678 3.7 3/29/2022
3.8**
Form of Certificate of Designation for the Series C Preferred Stock
8-K 001-33678 3.1 9/13/2022
4.1
Description of Securities
10-K 001-33678 4.1 3/29/2022
4.2
Form of Warrant pursuant to the Services Agreement with TLF Bio Innovation Lab, LLC, dated May 13, 2020
8-K 001-33678 4.1 5/18/2020
4.3
Form of July 2020 Warrant
8-K 001-33678 4.1 7/21/2020
4.4
Form of November 2021 Warrant
8-K 001-33678 4.1 11/01/2021
~~- 23 -~~
II-3

10.4+
NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan
S-8
333-218469
99.1
6/02/2017

10.5+
NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan (Form Agreements to the 2017 Omnibus Incentive Plan)
S-8
333-218469
99.2
6/02/2017

10.6+
Non-Employee Director Compensation Plan
8-K
001-33678
10.1
10/11/2018

10.7+
Executive Employment Agreement (Employment Agreement of Justin M. Hall)
8-K
001-33678
10.1
12/20/2017

10.8
Office Lease between EmeryStation Associates II, LLC (Landlord) and NovaCal Pharmaceuticals, Inc. (Tenant), EmeryStation North
S-1,
as amended
333-140714
10.10
3/30/2007

10.9
Fifth Amendment to Lease between EmeryStation Office II, LLC (Landlord) and NovaCal Pharmaceuticals, Inc. (Tenant), EmeryStation North Project
10-K
001-33678
10.20
3/14/2008

10.10
Sixth Amendment to Lease between EmeryStation Office II, LLC (Landlord) and NovaCal Pharmaceuticals, Inc. (Tenant), EmeryStation North Project
10-Q,
as amended
001-33678
10.1
11/14/2008

10.11
Seventh Amendment to Lease between EmeryStation Office II, LLC (Landlord) and NovaCal Pharmaceuticals, Inc. (Tenant), EmeryStation North Project
10-Q
001-33678
10.2
8/09/2012

10.12
Eighth Amendment to Lease between EmeryStation Office II, LLC (Landlord) and NovaCal Pharmaceuticals, Inc. (Tenant), EmeryStation North Project
10-K
001-33678
10.19
3/04/2016

10.13
Office Lease (between the Company and KBSIII Towers at Emeryville, LLC)
8-K
001-33678
10.1
8/26/2016

10.14
Sublease Agreement by and between NovaBay Pharmaceuticals, Inc. and Zymergen, Inc., dated July 11, 2016
8-K
001-33678
10.1
7/15/2016

10.15^†
Collaboration and License Agreement by and between NovaBay Pharmaceuticals, Inc. and Galderma S.A.
10-Q,
as amended
001-33678

10.2

8/04/2009

10.16^†
Amendment No. 1 to the Collaboration and License Agreement
10-K
001-33678
10.18
3/30/2010

10.17^†
Amendment No. 2 to the Collaboration and License Agreement
10-K
001-33678
10.24
3/10/2011

10.18†
International Distribution Agreement (by and between the Company and Pioneer Pharma Co. Ltd.)
10-K
001-33678
10.18
3/27/2012

10.19
Commission structure for warrant exercise
8-K
001-33678
Item 1.01
9/30/2016

4.5
Form of Amended 2020 Common Stock Warrant
8-K 001-33678 4.1 9/13/2022
4.6
Form of Amended 2021 Common Stock Warrant
8-K 001-33678 4.2 9/13/2022
4.7
Form of New Common Stock Warrant for 2020 Participants
8-K 001-33678 4.3 9/13/2022
4.8
Form of New Common Stock Warrant for 2021 Participants
8-K 001-33678 4.4 9/13/2022
4.9**
Form of Series A-1 Long-Term Common Stock Warrant
8-K 001-33678 4.5 9/13/2022
4.10**
Form of Series A-2 Short-Term Common Stock Warrant
8-K 001-33678 4.6 9/13/2022
5.1
Opinion of Squire Patton Boggs (US) LLP
X
10.1+
Director and Officer Indemnity Agreement
10-K 001-33678 10.1 3/29/2022
10.2+
NovaBay Pharmaceuticals, Inc. 2007 Omnibus Incentive Plan(as amended and restated)
S-8 333-215680 99.1 1/24/2017
10.3+
NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan
S-8 333-218469 99.1 6/02/2017
10.4+
NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan (Form Agreements to the 2017 Omnibus Incentive Plan)
S-8 333-218469 99.2 6/02/2017
10.5+
Executive Employment Agreement (Employment Agreement of Justin M. Hall)
8-K 001-33678 10.1 2/6/2020
10.6+
First Amendment to the Executive Employment Agreement with Justin M. Hall, dated January 26, 2022
8-K 001-33678 10.6 1/28/2022
10.7+*
Performance Restricted Stock Unit Award Agreement with Mr. Justin Hall
10-Q 001-33678 10.1 5/6/2021
10.8+
Executive Employment Agreement (Employment Agreement of Andrew D. Jones)
8-K 001-33678 10.8 5/5/2020
10.9+*
Performance Restricted Stock Unit Award Agreement with Mr. Andrew Jones
10-Q 001-33678 10.2 5/6/2021
10.10+
Executive Employment Agreement with Dr. Audrey Kunin, dated November 5, 2021
8-K 001-33678 10.1 11/12/2021
10.11+
Side Letter with Dr. Audrey Kunin, dated November 5, 2021
8-K 001-33678 10.3 11/12/2021
10.12+*
Performance Restricted Stock Unit Award Agreement with Dr. Audrey Kunin
8-K 001-33678 10.4 11/12/2021
10.13+
Executive Employment Agreement with Dr. Jeff Kunin, dated November 5, 2021
8-K 001-33678 10.2 11/12/2021
10.14+
Consulting Agreement between the Company and Eric Wu, dated November 17, 2020
8-K 001-33678 10.1 11/18/2020
10.15+
2022 Non-Employee Director Compensation Plan
10-K 001-33678 10.15 3/29/2022
10.16
Office Lease (between the Company and KBSIII Towers at Emeryville, LLC)
8-K 001-33678 10.1 8/26/2016
10.17
First Amendment to Office Lease by and between the Company and KBSIII Towers at Emeryville, LLC, dated January 24, 2022
8-K 001-33678 10.2 1/28/2022
10.18*
International Distribution Agreement (by and between the Company and Pioneer Pharma Co. Ltd.)
10-K 001-33678 10.18 3/27/2012
10.19
At the Market Offering Agreement between the Company and Ladenburg Thalmann & Co. Inc., dated April 27, 2020
8-K 001-33678 1.1 4/27/2020
10.20
At the Market Offering Agreement between the Company and Ladenburg Thalmann & Co. Inc., dated May 14, 2021
8-K 001-33678 1.1 5/14/2021
~~- 24 -~~
II-4

10.20
Promissory Note Payable to Pioneer Pharma (Hong Kong) Company Limited, dated February 27, 2019
8-K
001-33678
10.1
3/01/2019

10.21
First Amendment to the Promissory Note (payable to Pioneer Pharma (Hong Kong) Company Limited), dated June 25, 2019
8-K
001-33678
10.1
6/26/2019

10.22
Security Agreement with China Kington Asset Management Co. Ltd., dated February 27, 2019 (in connection with the Promissory Note of the same date)
8-K
001-33678
10.2
3/01/2019

10.23
Securities Purchase Agreement between the Company and Iliad Research and Trading, L.P., dated March 26, 2019
8-K
001-33678
10.2
3/28/2019

10.24
Secured Convertible Promissory Note from the Company to Iliad Research and Trading, L.P., dated March 26, 2019
8-K
001-33678
10.3
3/28/2019

10.25
Security Agreement between the Company and Iliad Research and Trading, L.P., dated March 26, 2019
8-K
001-33678
10.4
3/28/2019

10.26
International Distribution Agreement between the Company and Shenzhen Microprofit Biotech Co., Ltd., dated April 16, 2020
8-K
001-33678
10.1
4/20/2020

10.27
Intermediary Distribution Agreement between the Company and Chongqing Pioneer Pharma Holdings Limited, dated April 16, 2020
8-K
001-33678
10.2
4/20/2020

10.28
Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, between the Company and Wells Fargo Bank, N.A.
10-Q
001-33678
10.28
5/07/2020

10.29 Second Amendment to Promissory Note, dated May 14, 2020 8-K 001-33678 10.1 05/15/2020
23.1
Consent of OUM & Co. LLP

X
23.2
Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1)

X
24.1
Power of Attorney (included on the signature page hereto

X
10.21
Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, between the Company and Wells Fargo Bank, N.A.
10-Q 001-33678 10.28 5/7/2020
10.22
Form of Exercise Agreement with Holders of 2019 Domestic Warrants
8-K 001-33678 10.1 7/21/2020
10.23
Form of Exercise Agreement with Holders of 2019 Foreign Warrants
8-K 001-33678 10.2 7/21/2020
10.24
Form of Reprice Agreement with Ladenburg
8-K 001-33678 10.3 7/21/2020
10.25
Form of Securities Purchase Agreement, dated October 29, 2021
8-K 001-33678 1.1 11/01/2021
10.26
Form of Registration Rights Agreement, dated October 29, 2021
8-K 001-33678 10.1 11/01/2021
10.27*
Form of 2020 Reprice Letter Agreement
8-K 001-33678 10.1 9/13/2022
10.28*
Form of 2021 Reprice Letter Agreement
8-K 001-33678 10.2 9/13/2022
10.29*
Form of Securities Purchase Agreement
8-K 001-33678 10.3 9/13/2022
10.30**
Form of Registration Rights Agreement
8-K 001-33678 10.4 9/13/2022
10.31
Form of Participant Voting Commitment
8-K 001-33678 10.5 9/13/2022
10.32
Form of Additional Voting Commitment
8-K 001-33678 10.6 9/13/2022
10.33
Form of Leak-Out Agreement
8-K 001-33678 10.7 9/13/2022
21
Subsidiaries of NovaBay Pharmaceuticals, Inc.
10-K 001-33678 21 3/29/2022
23.1
Consent of OUM & CO LLP
X
23.2
Consent of WithumSmith+Brown, PC
X
23.3
Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1)
X
24.1
Power of Attorney (included on the signature page hereto)
X
104 The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Inline XBRL document) X
107
Calculation of Filing Fees Tables
X
+
Indicates a management contract or compensatory plan or ~~arrangement~~
arrangement.
†
*
~~NovaBay Pharmaceuticals, Inc. has been granted~~Certain confidential ~~treatment with respect to certain~~ portions of this exhibit ~~(indicated~~were omitted by ~~asterisks), which have been separately filed~~means of marking such portions with brackets because the ~~SEC.~~
confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
** These documents are not currently effective and will be entered into and become effective only if the 2022 Private Placement is completed on the Private Placement Closing Date.
~~(b) Financial Statement Schedules~~
(b) Financial Statement Schedules
Financial statement schedules have been omitted, as the information required to be set forth therein is included in the consolidated financial statements or notes thereto appearing in the prospectus made part of this registration statement.
~~- 25 -~~

ITEM 17. Undertakings.
~~(a)          The undersigned registrant hereby undertakes:~~
~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~
~~(i)~~
(a)
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
~~(ii)~~
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
II-5
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that subparagraphs (i), (ii) and (iii) ~~above~~ do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
(iii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
II-6
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that ~~are~~is incorporated by reference in the registration ~~statement.~~
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial ~~bona fide~~ ~~offering thereof.~~
~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~
~~(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~
(i) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
~~(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~
~~(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~
~~- 26 -~~
II-7

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
~~(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~
(b)          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)      The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(d)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
~~- 27 -~~

SIGNATURES

~~SIGNATURES~~
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Emeryville, State of California, on ~~May 15, 2020.~~
October 21, 2022.
NOVABAY PHARMACEUTICALS, INC.
/s/ Justin M. Hall
Justin M. Hall
~~President and~~
Chief Executive Officer
and General Counsel
~~KNOW ALL PERSONS BY THESE PRESENTS that each~~
SIGNATURES
Each of the undersigned officers and directors does hereby constitute and appoint Justin M. Hall and Andrew D. Jones, and each of them, or their substitute or substitutes, as his or her true and lawful attorneys-in-fact and agents, with full power and authority to do any and all acts and things and to execute and file or cause to be filed any and all instruments, documents or exhibits which said attorneys and agents, or any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement and to any and all instruments, documents or exhibits filed as part of or in conjunction with this registration statement or amendments or supplements thereof, with the powers of substitution and revocation, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, or their substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. In witness whereof, each of the undersigned has executed this Power of Attorney as of the dates indicated below.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. ~~This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument~~
Signature
Title
~~Title~~Date
~~Date~~
~~/s/ Justin M. Hall~~
~~President and Chief Executive Officer~~
~~May 15, 2020~~
~~Justin M. Hall~~
~~(principal executive officer)~~
~~/s/ Andrew D. Jones~~
~~Chief Financial Officer~~
~~May 15, 2020~~
~~Andrew D. Jones~~
~~(principal financial and accounting officer)~~
~~/s/ Paul E. Freiman~~
~~Director~~
~~May 15, 2020~~
~~Paul E. Freiman, Ph.D.~~

/s/ Justin M. Hall
Chief Executive Officer, General Counsel and Director
(principal executive officer)
October 21, 2022
Justin M. Hall

/s/ Andrew Jones Chief Financial Officer October 21, 2022
Andrew Jones
(principal financial and accounting officer)

~~/s/ Xinzhou (Paul) Li~~
~~Director~~
~~May 15, 2020~~
~~Xinzhou (Paul) Li~~
~~/s/ Swan Sit~~
~~Director~~
~~May 15, 2020~~
~~Swan Sit~~

/s/ Paul E. Freiman Chairman October 21, 2022
Paul E. Freiman, Ph.D.
~~/s/ Xiaopei (Ray) Wang~~
~~Director~~
~~May 15, 2020~~
~~Xiaopei (Ray) Wang~~

/s/ ~~Mijia (Bob) Wu~~
Dr. Audrey Kunin
Director
~~Director~~
~~May 15, 2020~~
October 21, 2022
~~Mijia (Bob) Wu, M.B.A.~~
Dr. Audrey Kunin

~~/s/ Yenyou (Jeff) Zheng~~

/s/ Julie Garlikov
Director October 21, 2022
Julie Garlikov
/s/ Swan Sit Director October 22, 2022
Swan Sit
/s/ Mijia (Bob) Wu Director October 23, 2022
Mijia (Bob) Wu
/s/ Yenyou (Jeff) Zheng Director October 24, 2022
Yenyou (Jeff) Zheng, Ph.D.
~~Director~~
~~May 15, 2020~~
/s/ Yongxiang (Sean) Zheng Director October 21, 2022
Yongxiang (Sean) Zheng
~~- 28 -~~


Delaware	~~2834~~	~~68-0454536~~
(State or other jurisdiction of incorporation or organization)	2834 (Primary Standard Industrial Classification Code Number)	68-0454536 (I.R.S. Employer Identification No.)

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒

~~Large Accelerated Filer ☐~~		~~Accelerated Filer ☐~~
~~Non-Accelerated Filer ☐~~		~~Smaller Reporting Company ☒~~ Emerging Growth Company	☐

	Page
About this Prospectus	2
Prospectus Summary	4
Risk Factors	6 8
Special Note Regarding Forward-Looking Statements	7 14
Use of Proceeds	8 15
Market offor Our Common Stock	9 16
Dividend Policy	9 16
Principal Stockholders	10 17
Description of ~~Securities~~ Capital Stock	12 19
Selling ~~Securityholders~~ Stockholders	14 24
Plan of Distribution	16 28
Legal Matters	18 30
Experts	18 30
Where You Can Find More Information	18 31
Incorporation of Certain ~~Information~~Documents by Reference	18 31

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percent of Class
Beneficial Owners Holding More Than 5%

Pioneer Pharma (Hong Kong) Company Ltd. (“*Pioneer Hong Kong*”) (2)		5,188,421		8.0	%
682 Castle Peak Road
Lai Chi Kok, Kowloon, Hong Kong

Hudson Bay Master Fund Ltd. (3)		6,667,200		9.3	%
c/o Hudson Bay Capital Management LP
28 Havemeyer Place, 2^nd Floor
Greenwich, CT 06830

FGP Protective Opportunity Master Fund SP (4)		7,063,781		9.9	%
94 Solaris Ave, 2^nd Floor
Camana Bay
P.O. Box 30 745 Grand Cayman

Jian Ping Fu (“*Mr. Fu*”) (5)		4,000,000		6.2	%
11 Williams Road
Mt. Eliza, Melbourne VIC 3930, Australia

Executive Officers and Directors
Justin M. Hall, Esq. (6)		559,157		*
Andrew Jones (7)		329,024		*
Audrey Kunin, M.D. (8)		283,632		*
Jeff Kunin, M.D. (9)		208,632		*
Paul E. Freiman, Ph.D. (10)		154,409		*
Julie Garlikov		-		*
Swan Sit (11)		50,000		*
Mijia (Bob) Wu, M.B.A. (12)		85,244		*
Yenyou (Jeff) Zheng, Ph.D. (13)		50,000		*
Yongxiang (Sean) Zheng		-		*
All directors and executive officers as a group (10 persons)		1,488,028		2.7	%

⁽⁷⁾	~~Includes~~
(9)	Consists of 208,632 shares held by The Audrey G. Kunin Trust of which Dr. Jeff Kunin’s spouse (Dr. Audrey Kunin) serves as the trustee (with sole voting and investment power).

(10)	Consists of (i) ~~2,311~~32,311 shares held by the Paul Freiman and Anna Mazzuchi Freiman Trust, of which ~~Mr.~~Dr. Freiman and his spouse are trustees (with sole voting power over 625 shares, shared voting power over 1,061 shares, sole investment power over no shares and shared investment power over 1,686 shares), and (ii) ~~102,097~~122,097 shares issuable upon exercise of outstanding options which are exercisable as of ~~May 8, 2020,~~October 20, 2022 or within 60 days after such date.

Title of Each Class of Securities to be Registered⁽¹⁾		Amount to be Registered				Proposed Maximum Offering Price per Unit				Proposed Maximum Aggregate Offering Price⁽²⁾				Amount of Registration Fee
Common Stock, par value $0.01 per share⁽³⁾			10,205,644			$	0.96			$	9,797,419			$	1,272

~~(1)~~	The shares of our common stock, par value $0.01 (“Common Stock”) being registered hereunder are being registered for sale by the selling securityholders named in the prospectus. Under Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered in this registration statement as a result of any stock splits, stock dividends or other similar events.

~~(2)~~	The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act, using the average of the high and low prices of our Common Stock as reported on the NYSE American on May 13, 2020, a date within five business days prior to the filing of this Registration Statement.

~~(3)~~	Consists of 5,302,350 shares of Common Stock held by Mr. Jian Ping Fu and 4,903,294 shares of Common Stock held by Pioneer Pharma (Hong Kong) Company Ltd., with all such shares sold by the Company in private placements as described in this Registration Statement.

⁽³⁾	Director Xinzhou (Paul) Li is Chairman and Executive Director of China Pioneer Pharma Holdings Limited (“China Pioneer Pharma”) and Director of Pioneer Hong Kong. Mr. Li disclaims beneficial ownership ofBased upon information contained in the ~~shares of the Company Common Stock held~~Schedule 13D/A filed by ~~Pioneer Hong Kong.~~ Pioneer Hong Kong and China Pioneer Pharma ~~(by virtue~~Holdings Limited, the parent company of ~~China Pioneer Pharma’s indirect ownership), share voting power and share investment power over the 5,188,421 shares.~~ Pioneer Hong Kong, iswith the SEC on January 13, 2017, Pioneer Hong Kong beneficially owned 5,188,421 shares of Common Stock as of December 9, 2016, with shared voting and dispositive power of all shares and sole voting and dispositive power of no shares.

(3)	Based upon the Company’s records, as of October 20, 2022, Hudson Bay Master Fund Ltd. owned 6,667,200 shares of Common Stock issuable upon the conversion of shares of the Series B Preferred Stock.

(4)	Based upon the Company’s records, as of October 20, 2022, FGP Protective Opportunity Master Fund SP owned 700,000 shares of Common Stock and at least 6,363,781 shares of Common Stock issuable upon the conversion of shares of the Series B Preferred Stock (with such number of shares of Common Stock representing the maximum amount convertible up to a ~~wholly-owned subsidiary~~beneficial ownership threshold of China Pioneer Pharma, and Mr. Li and his family own a majority interest in China Pioneer Pharma. The address for China Pioneer Pharma is: Flat 2605, 26/F Trendy Centre, 682 Castle Peak Road, Lai Chi Kok, Kowloon, Hong Kong. 9.9%).

⁽⁴⁾
(5)	Based upon information contained in the Schedule ~~13G~~13D/A filed by ~~Armistice Capital Master Fund Ltd. (“Armistice”)~~Mr. Fu with the SEC on August ~~19, 2019, as amended by Amendment No. 1 filed with the SEC on February 14,~~24, 2020, ~~Armistice~~Mr. Fu beneficially owned ~~1,465,426~~4,000,000 shares of Common Stock as of ~~December 31, 2019,~~August 1, 2020, with sole voting power over 04,000,000 shares, shared voting power over ~~1,465,426~~no shares, sole dispositive power over 04,000,000 shares and shared dispositive power over ~~1,465,426~~no shares. Armistice shares such voting and dispositive power with Armistice Capital, LLC and Steven Boyd, both with the following address: 510 Madison Avenue, 7th Floor, New York, New York 10022. Armistice also beneficially owns warrants exercisable for 2,100,000 shares

(6)	Consists of Common Stock which are not reflected in the above table as pursuant to the terms of such warrants Armistice is prohibited from exercising such warrants while it beneficially owns more than 4.99% of the Company’s outstanding shares of Common Stock.

⁽⁵⁾	~~Includes~~ (i) ~~3,405~~83,172 shares of Common Stock held directly by Mr. Hall ~~(with sole voting power over 3,405 shares, shared voting power over no shares, sole investment power over 3,405 shares and shared investment power over no shares),~~ and (ii) ~~184,110~~475,985 shares issuable upon the exercise of outstanding options which are exercisable as of October 20, 2022 or within 60 days after such date. Does not include 500,000 performance restricted stock units granted to Mr. Hall on May 4, 2021 that will vest based on the achievement of three performance goals at the end of a three-year performance period ending December 31, 2023.

(7)	Consists of (i) 127,461 shares of Common Stock held directly by Mr. Jones and (ii) 201,563 shares issuable upon exercise of outstanding options which are exercisable as of ~~May 8, 2020~~October 20, 2022 or within 60 days after such date. Does not include 250,000 performance restricted stock units granted to Mr. Jones on May 4, 2021 that will vest based on the achievement of three performance goals at the end of a three-year performance period ending December 31, 2023.

⁽⁸⁾	~~Reflects 45,248~~
(11)	Consists of (i) 30,000 shares of Common Stock held directly by Ms. Sit and (ii) 20,000 shares issuable upon exercise of outstanding options which are exercisable as of ~~May 8, 2020,~~October 20, 2022 or within 60 days after such date.

⁽⁹⁾	~~Reflects~~
(12)	Consists of (i) 30,000 shares of Common Stock held directly by Mr. Wu and (ii) 55,244 shares issuable upon exercise of outstanding options which are exercisable as of ~~May 8, 2020,~~October 20, 2022 or within 60 days after such date. As Non-Executive Director of China Pioneer, ~~Pharma,~~the parent company of Pioneer Hong Kong, Mr. Wu disclaims beneficial ownership of the shares of the ~~Company~~ Common Stock held by China Pioneer Pharma and Pioneer Hong Kong. ~~See Note (3) above for~~

(13)	Consists of (i) 30,000 shares of ~~the Company owned~~Common Stock held directly by ~~China Pioneer Pharma~~Dr. Jeff Zheng and ~~Pioneer Hong Kong.~~ (ii) 20,000 shares issuable upon exercise of outstanding options which are exercisable as of October 20, 2022 or within 60 days after such date.

Name of Selling	Shares of Common Stock Owned Prior to this		Shares of Common Stock Being Offered by this		Shares of Common Stock Owned After this Offering⁽²⁾⁽³⁾				Shares of Common Stock Owned After this Offering and the Completion of the Initial Offering⁽²⁾⁽³⁾
Stockholder	Offering⁽¹⁾		Prospectus⁽²⁾		Number		Percentage		Number		Percentage
Altium Growth Fund, LP⁽⁴⁾		18,178,909		9,779,200		8,399,709		7.7%		399,709		*
Alpha Capital Anstalt⁽⁵⁾		21,223,920		11,673,920		9,550,000		8.7%		—		—
Hudson Bay Master Fund Ltd^.(6)		6,667,200		3,667,200		3,000,000		2.9%		—		—
FGP Protective Opportunity Master Fund SP⁽⁷⁾		8,478,400		4,278,400		4,200,000		4.0%		700,000		*
District 2 Capital Fund LP⁽⁸⁾		5,731,000		3,056,000		2,675,000		2.6%		175,000		*
Bigger Capital Fund, LP⁽⁹⁾		5,731,000		3,056,000		2,675,000		2.6%		175,000		*
Total Number of Shares:		66,010,429		35,510,720		30,499,709		28.5%		1,449,709		1.1%