NovaBay® Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) announces it has entered into a Securities Purchase Agreement with certain institutional investors in connection with a private placement of 3,250 shares of a newly created Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) at a price of $1,000 per share, Series A-1 warrants (the “Series A-1 Warrants”) exercisable to purchase up to an aggregate of 18,055,557 shares of Company common stock at an exercise price of $0.18 per share and Series A-2 warrants (the “Series A-2 Warrants” and, collectively with the Series A-1 Warrants, the “Warrants”) exercisable to purchase up to an aggregate of 18,055,557 shares of Company common stock at an exercise price of $0.18 per share. The Company expects to receive gross proceeds from the private placement of approximately $3.25 million. The private placement is expected to close in the fourth quarter of 2022 on or about the date of effectiveness of Stockholder Approval and the Reverse Stock Split (each as defined below) (the “Stockholder Approval Date”) and subject to satisfaction of customary closing conditions in the Securities Purchase Agreement