April 10, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: | NovaBay Pharmaceuticals, Inc. (the “Company”) Form S-3, File No. 333-230672 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective as of 5:00 p.m. (Eastern time) on Friday, April 12, 2019, or as soon as practicable thereafter.
The Company further acknowledges that:
● | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
● | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, | |||
NovaBay Pharmaceuticals, Inc. | |||
By: | /s/ Justin Hall | ||
Justin Hall | |||
Interim President & Chief Executive Officer and General Counsel | |||
cc: | Abby E. Brown, Squire Patton Boggs (US) LLP | ||
