July 22, 2024

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

 

Attn: Jimmy McNamara
     
 

Re:

NovaBay Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-280423

 

Ladies and Gentlemen:

 

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

 

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

 

 

 

 

Very truly yours,
     
 

NovaBay Pharmaceuticals, Inc.
     
     
 

By:

/s/ Justin Hall
   

Justin Hall
   

Chief Executive Officer and General Counsel

 

 

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