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