Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of earliest event reported: December 17, 2019


NovaBay Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)





(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


2000 Powell Street, Suite 1150, Emeryville, CA     94608

(Address of Principal Executive Offices) (Zip Code)


(510) 899-8800

(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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class


Trading Symbol(s)


Name of Each Exchange On Which Registered

Common Stock, par value $0.01 per share




NYSE American


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company □


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □





Item 5.02.

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


(d)            Effective as of December 17, 2019, the Board of Directors (the “Board”) of NovaBay Pharmaceuticals, Inc. (the “Company”) increased the size of the Board to seven (7) directors and appointed Ms. Swan Sit to fill the vacancy on the Board resulting from the increased Board size. Ms. Sit is an independent member of the Board and will be a Class III director to serve until the Company’s Annual Meeting of Stockholders in 2022, subject to her prior death, resignation or removal from office as provided by law.


Ms. Sit, age 42, currently acts as an independent business consultant to various public and private companies. Most recently she served as the Vice President of NA Digital Commerce Capabilities, Business Operations and Service and the Vice President of Global Digital Marketing of Nike, Inc. from 2018 to 2019. Ms. Sit’s experience includes digital transformation experience supplemented by management consulting, brand management and advertising. She has built front-end consumer experiences across ecommerce, omnichannel, mobile, media, social, apps and innovation as well as integrated back-end operations. Ms. Sit previously was the Vice President of Global Digital of Revlon and Elizabeth Arden, Inc. from 2015 to 2017 and the Executive Director of Strategy and Planning, Online of The Estée Lauder Companies, Inc. Ms. Sit received an MBA from Columbia Business School and a B.A. in Economics from Harvard University.


There is no other arrangement or understanding between Ms. Sit and any other person pursuant to which she was appointed as a director of the Company. In connection with her service, Ms. Sit will receive the Company’s standard director’s compensation package. Ms. Sit will not serve on any of the Board's committees at this time. 







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NovaBay Pharmaceuticals, Inc.




/s/ Justin Hall


Justin Hall


President & Chief Executive Officer and General Counsel


Dated: December 20, 2019




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