NovaBay Pharmaceuticals, Inc. Announces Pricing of Public Offering of Common Stock and Warrants

By March 20, 2014

NovaBay® Pharmaceuticals, Inc. (NYSE MKT: NBY), a clinical-stage biopharmaceutical company developing topical non-antibiotic antimicrobial products, today announced that it has priced an underwritten public offering of an aggregate of 5,600,000 shares of its Common Stock, and 18-month warrants to purchase up to an aggregate of 1,400,000 shares of Common Stock at a combined price to the public of $1.20 for aggregate gross proceeds of $6,720,000.  The shares of common stock and warrants will be issued separately. The warrants are exercisable immediately upon issuance, have an 18-month term and an exercise price of $1.56 per share. The warrants will be certificated, and will be delivered to the investors by physical delivery following the closing. There is no established public trading market for the warrants and NovaBay does not expect a market to develop in the future. The offering is expected to close on or about March 25, 2014, subject to customary closing conditions.

The net proceeds to NovaBay from this offering are expected to be approximately $6.1
million, after deducting underwriting discounts and commissions and other estimated offering expenses, but excluding the exercise of any warrants. If the warrants are exercised in full NovaBay will receive an additional approximately $2,184,000.  The company intends to use the net proceeds from this offering for working capital and general corporate purposes, including research and development, clinical trials and selling, general and administrative expenses.

Laidlaw & Company (UK) Ltd. is the sole book-running manager for the offering.

A shelf registration statement and accompanying base prospectus on Form S-3 relating to the securities was filed with the Securities and Exchange Commission and is effective. . A preliminary prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC, and a final prospectus supplement and accompanying base prospectus will be filed with the SEC. Electronic copies of the preliminary prospectus supplement and, when available, electronic copies of the final prospectus supplement and accompanying prospectus relating to this offering may be obtained from the SEC’s website at or fromthe offices of Laidlaw & Company (UK) Ltd., 546 Fifth Avenue, 23rd Floor, New York, NY, 10036, telephone: 212-953-4900.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About NovaBay Pharmaceuticals, Inc.: Going Beyond Antibiotics®
NovaBay Pharmaceuticals is a clinical-stage biopharmaceutical company focused on addressing the unmet therapeutic needs of the global, topical anti-infective market with its Aganocide® compounds, led by auriclosene.

Forward-looking Statements
The statements in this press release regarding NovaBay’s expectation regarding the completion and timing of the proposed public offering are forward-looking statements that are subject to significant risks and uncertainties, and actual results could differ materially from those projected. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the public offering. There can be no assurance that NovaBay will be able to complete the public offering on the anticipated terms, or at all. Risks and uncertainties relating to NovaBay and its business can be found in the “Risk Factors” section of NovaBay’s Form 10-K filed with the SEC on March 6, 2014, and in the preliminary prospectus supplement related to the proposed offering filed with the SEC. The forward-looking statements in this release speak only as of this date, and NovaBay disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.

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NovaBay Pharmaceuticals Contacts
Thomas J. Paulson  
Chief Financial Officer
Contact Thomas Paulson

Ana Kapor
Director, Investor Relations and Corporate Communications
NovaBay Pharmaceuticals, Inc.
Contact Ana Kapor