Item 5. Other Information
ITEM 5.
OTHER INFORMATION
 
None.
 
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Table of Contents
 
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
 
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
8-K
001-33678
3.1
6/04/2018
 
3.3
Amendment to the Amended and Restated Certificate of Incorporation, as amended
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 Designation for 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
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
 
4.3
Form of November 2021 Warrant
8-K
001-33678
4.1
11/01/2021
 
4.4
Form of Amended July 2020 Warrant
8-K
001-33678
4.1
9/13/2022
 
4.5
Form of November 2021 Warrant (as amended)
8-K
001-33678
4.2
9/13/2022
 
4.6
Form of September 2022 Warrant (2020 participants)
8-K
001-33678
4.3
9/13/2022
 
4.7
Form of September 2022 Warrant for (2021 participants)
8-K
001-33678
4.4
9/13/2022
 
4.8**
Form of Series A-1 Long-Term Warrant
8-K
001-33678
4.5
9/13/2022
 
4.9**
Form of Series A-2 Short-Term Warrant
8-K
001-33678
4.6
9/13/2022
 
10.1*
Form of 2020 Reprice Letter Agreement, dated September 9, 2022
8-K
001-33678
10.1
9/13/2022
 
10.2*
Form of 2021 Reprice Letter Agreement, dated September 9, 2022
8-K
001-33678
10.2
9/13/2022
 
10.3*
Form of Securities Purchase Agreement, dated September 9, 2022
8-K
001-33678
10.3
9/13/2022
 
10.4**
Form of Registration Rights Agreement
8-K
001-33678
10.4
9/13/2022
 
10.5
Form of Participant Voting Commitment
8-K
001-33678
10.5
9/13/2022
 
10.6
Form of Additional Voting Commitment
8-K
001-33678
10.6
9/13/2022
 
10.7
Form of Leak-Out Agreement
8-K
001-33678
10.7
9/13/2022
 
 
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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
The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments)
 
 
 
 
X
 
* Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets because the 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.
 
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Table of Contents
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: November 14, 2022
 
 
By:
/s/   Justin Hall 
 
 
Justin Hall 
Chief Executive Officer, General Counsel and Director
(principal executive officer)
 
Date: November 14, 2022
 
 
By:
/s/   Andrew Jones 
 
 
Andrew Jones
Chief Financial Officer
(principal financial officer)
 
 
 
-57-
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.