Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

NOVABAY PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

YOUR VOTE IS STILL NEEDED

THE RECONVENED MEETING IS FAST APPROACHING

Dear Fellow NovaBay Stockholder:

The Special Meeting of Stockholders of NovaBay Pharmaceuticals Inc. (NYSE: NBY) that was adjourned on November 22, 2024, is scheduled to be reconvened on December 18, 2024 and your vote is still needed. Even if you have recently sold your shares, you are still entitled to vote!

Proposal One is a proposal to approve the sale of Avenova, representing substantially all of the assets of NovaBay (the “Asset Sale”), pursuant to the Asset Purchase Agreement, dated September 19, 2024, by and between NovaBay and PRN Physician Recommended Nutriceuticals, LLC, and Proposal Two is a proposal to approve the liquidation and dissolution of NovaBay, pursuant to the Plan of Complete Liquidation and Dissolution of NovaBay (the “Plan of Dissolution”) which, if approved, would authorize NovaBay to liquidate and dissolve in accordance with the Plan of Dissolution, and pursuant to the discretion of the Board of Directors to proceed with the dissolution.

ISS, the leading proxy advisory firm, recommends voting in favor of Proposals One and Two.

We urgently ask you to vote TODAY!

Every stockholder’s vote is important regardless of how many shares you may own. Please submit your proxy as soon as possible.

The fastest and easiest way to vote is by telephone or over the Internet. Instructions on how to vote your shares over the telephone or Internet are enclosed with this letter. If you would like to speak to me personally about the business or the proposals, please reach out to me via email so we can schedule a time to connect. My email address is listed below.

Thank you for your investment in NovaBay and for taking the time to vote your shares. Getting this vote passed is important to NovaBay and to the other stockholders.

Sincerely,

Very truly yours,