Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURE
 
Not Applicable.
 
ITEM 5.   OTHER INFORMATION
 
On August 10, 2021, the Company terminated the Microprofit Agreement, dated April 16, 2020, with Microprofit and the Distribution Agreement, dated April 16, 2020, with Chongqing Pioneer, as amended by the First Amendment, dated June 29, 2020, the terms of which were previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2020 and the Company’s Quarter Report on Form 10-Q filed with the SEC on August 6, 2020.
 
Pursuant to the Microprofit Agreement and the Distribution Agreement, Microprofit granted the Company exclusive rights to distribute the Test Kits in the United States through December 31, 2021, subject to various assumptions including the approval by the FDA, with Chongqing Pioneer to act as an intermediary between Microprofit and the Company in the distribution of the Test Kits if approved by the FDA. As previously disclosed, on June 7, 2021, the Company was notified by the FDA that it declined to review the Company’s Emergency Use Authorization request for the Test Kits. As such, the Test Kits are not authorized to be distributed or used as proposed in the United States, and the Microprofit Agreement and Distribution Agreement were terminated by the parties mutual agreement for administrative and accounting purposes.
 
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ITEM 6.   EXHIBITS
 
The following exhibits are filed with or incorporated by reference into this report.
 
EXHIBIT INDEX
 
 
 
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
Amendment to the Amended and Restated Certificate of Incorporation, dated June 4, 2018
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
Bylaws
8-K
001-33678
3.2
6/29/2010
 
4.1
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
 
4.2
Form of July 2020 Warrant
8-K
001-33678
4.1
7/21/2020
 
10.1
At the Market Offering Agreement, dated May 14, 2021, between NovaBay Pharmaceuticals, Inc. and Ladenburg Thalmann & Co. Inc.
8-K
001-33678
1.1
5/14/2021
 
31.1
Certification of the Principal Executive Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a)
 
 
 
 
X
31.2
Certification of the Principal Financial Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a)
 
 
 
 
X
32.1
Certification by the Chief Executive Officer   of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18   U.S.C. 1350)
 
 
 
 
X
32.2
Certification by the Chief Financial Officer of NovaBay Pharmaceuticals, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18   U.S.C. 1350)
 
 
 
 
X
101.INS
Inline XBRL Instance Document
 
 
 
 
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document 
 
 
 
 
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
 
 
 
 
X
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
 
 
 
 
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
 
 
 
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Date: August 12, 2021
NOVABAY PHARMACEUTICALS, INC.
 
 
 
/s/ Justin Hall 
 
Justin Hall 
 
Chief Executive Officer
(principal executive officer)
 
 
Date: August 12, 2021
/s/ Andrew Jones
 
Andrew Jones
 
Chief Financial Officer
(principal financial officer)
 
 
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.