Item 8.01 Other Events

As previously disclosed in the Current Report on Form 8-K filed by NovaBay Pharmaceuticals, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on April 20, 2020, the Company previously entered into an international distribution agreement (the "International Agreement"), dated April 16, 2020, with Shenzhen Microprofit Biotech Co., LTD ("Microprofit") whereby Microprofit granted the Company exclusive rights to distribute SARS-CoV-2 IgG and IgM Antibody Combined Test Kits (the "Test Kits") in the United States through December 31, 2021, subject to various assumptions including the approval by the U.S. Food and Drug Administration (the "FDA") of such Test Kits. In accordance with the International Agreement, the Company has been assisting Microprofit in applying for approval of the Test Kits by the FDA. In connection with the International Agreement, the Company also entered into an intermediary distribution agreement, dated April 16, 2020, with Chongqing Pioneer Pharma Holdings Limited ("Chongqing"), as amended on June 29, 2020 (the "Intermediary Agreement"), for Chongqing to act as an intermediary between Microprofit and the Company in the distribution of the Test Kits if approved by the FDA.

On June 7, 2021, the Company was notified by the FDA that it declines to review the Company's Emergency Use Authorization request for the Test Kits. As such, the Test Kits are not authorized to be distributed or used as proposed in the United States.

The International Agreement and the Intermediary Agreement, as amended, will both expire on December 31, 2021.

The foregoing descriptions of the International Agreement and the Intermediary Agreement are qualified in their entirety by reference to the International Agreement, the Intermediary Agreement, and the First Amendment to the Intermediary Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits.



(d)     Exhibits.



Exhibit No.   Description
10.1*           International Distribution
              Agreement between the Company
              and Shenzhen Microprofit
              Biotech Co., Ltd., dated April
              16, 2020 (incorporated by
              reference to the Company's
              Current Report on Form 8-K
              filed with the SEC on April 20,
              2020).
10.2*           Intermediary Distribution
              Agreement between the Company
              and Chongqing Pioneer Pharma
              Holdings Limited, dated April
              16, 2020 (incorporated by
              reference to the Company's
              Current Report on Form 8-K
              filed with the SEC on April 20,
              2020).
10.3*           First Amendment to
              Intermediary Distribution
              Agreement between the Company
              and Chongqing Pioneer Pharma
              Holdings Limited, dated June
              29, 2020 (incorporated by
              reference to the Company's
              Quarterly Report on Form 10-Q
              filed with the SEC on August 6,
              2020).

* Certain confidential portions of this exhibit were omitted by means of marking

such portions with brackets because the confidential portions (i) are not

material and (ii) would be competitively harmful if publicly disclosed.

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