Regulation FD Disclosure Form 8 K

Item 2.02Results of Operations and Financial Conditions.

As previously announced on September 20, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company") anticipates hosting a special meeting of stockholders (the "Special Meeting") on November 22, 2024 for stockholders to approve: (1) the Company's sale to PRN Physician Recommended Nutriceuticals, LLC of the Company's eyecare products sold under the Avenova brand and the related assets, which will constitute substantially all of the Company's operating assets (the "Asset Sale Transaction"), and (2) the potential voluntary liquidation and dissolution of the Company (the "Dissolution"), subject to the discretion of the Company's Board of Directors to proceed with the Dissolution.

The Company expects to report its financial results for the quarter ended September 30, 2024 when filing its Quarterly Report on Form 10-Q. However, in connection with the filing of its definitive proxy statement on Schedule 14A for the Special Meeting on October 16, 2024 (the "Proxy Statement") and the proposal related to the Dissolution, the Company reported its preliminary unaudited cash and cash equivalents of $776 thousand as of September 30, 2024.

This preliminary unaudited estimated consolidated financial information was prepared by the Company's management and represents an estimate based on information currently available to the Company and is subject to change. The Company has provided estimates (and in certain cases, ranges of estimates) because the Company has not yet completed its normal review procedures for this period. The actual, reported financial information may differ materially from the estimate presented. In particular, the actual, reported financial information remains subject to the completion of the Company's other quarterly closing procedures and the review of the Company's unaudited condensed consolidated financial statements by the Company's independent registered public accounting firm, WithumSmith+Brown, PC ("Withum").

As a result, investors should exercise caution in relying on this information and should not draw any inferences from this information regarding financial or operating data not provided. This preliminary unaudited consolidated financial information should not be viewed as a substitute for full interim financial information prepared in accordance with GAAP. The preliminary unaudited information is not necessarily indicative of the results or financial position that may be achieved for the rest of the 2024 fiscal year or any future period. Withum has not audited, reviewed, compiled or performed any procedures with respect to any of the estimates contained herein. Accordingly, Withum does not express an opinion or any other form of assurance with respect thereto. As a result of the foregoing considerations and limitations, investors are cautioned not to place undue reliance on this preliminary unaudited condensed consolidated financial information.