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Actionable news in NBY: NOVABAY PHARMACEUTICALS Inc,

Current report, items 2.02, 5.02, and 9.01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

NovaBay Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

5980 Horton Street, Suite 550, Emeryville, CA 94608

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 2.02 Results of Operations and Financial Condition

On November 19, 2015, NovaBay Pharmaceuticals, Inc. (the “ Company ”) issued a press release announcing: (i) its restructuring to focus on Avenova commercialization; (ii) the resignation of Dr. Ramin “Ron” Najafi as President and CEO of the Company; (iii) the Board of Directors’ (the “ Board ”) appointment of Mark M. Sieczkarek, the Chairman of the Board, as interim President and CEO; (iv) its results of operations for the quarter and nine months ended September 30, 2015; and (v) additional details regarding its financial condition. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On November 18, 2015, Dr. Najafi notified the Board of the Company of his intent to resign as President, CEO and a director of the Company. Dr. Najafi’s resignation was effective on November 18, 2015 at the close of business, Pacific Time (the “ Separation Date ”). In connection with his resignation, the Company and Dr. Najafi entered into a Separation Agreement (the “ Separation Agreement ”). Further detail regarding such Separation Agreement is provided in paragraph (e) below.

(c) On November 18, 2015, the Board of the Company appointed Mr. Sieczkarek to serve as the Company’s interim President and CEO, effective upon Dr. Najafi’s resignation.

Mr. Sieczkarek, age 60, joined the Company’s Board in January 2014 and was appointed Chairman of the Board in April 2015. Previously, he was elected Chairman of the Board of Solta Medical, Inc. in June 2013, and in August 2013 was named interim President and CEO, positions he served in until Solta Medical was acquired by Valeant Pharmaceuticals, Inc. in January 2014. From 2003 to 2011, he was President and CEO of Conceptus, Inc., where he oversaw the successful commercial launch of the Essure ® permanent birth control device.

Mr. Sieczkarek’s compensatory arrangement with the Company as a result of his appointment as interim President and CEO is currently...


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