Item 3.02: Unregistered Sales of Equity Securities.

On September 17, 2012, NovaBay Pharmaceuticals, Inc. filed a Current Report on Form 8-K reporting that on September 13, 2012, it entered into a Unit Purchase Agreement with Pioneer Pharma (Singapore) Pte Ltd. ("Pioneer Singapore"), pursuant to which NovaBay will issue 2,000,000 units to Pioneer Singapore for $1.25 per unit, each unit consisting of one share of NovaBay common stock and a warrant to purchase a share of common stock. Pursuant to the terms of the Unit Purchase Agreement, 800,000 units were issued on September 13, 2012, and the purchase of the remaining 1,200,000 units was delayed until receipt of approval by the China Department of Commerce for the issuance of such remaining units. On October 31, 2012, NovaBay received $1,500,000 representing purchase price for the remaining 1,200,000 units, and issued the remaining units.

The units are immediately separable, and are issued as the shares and the warrants. The warrants have an exercise price of $1.50 per share, will expire on August 31, 2013, and contain customary adjustment provisions in the event of changes in the capitalization of NovaBay.

The total purchase price paid for the units pursuant to the Unit Purchase Agreement was $2,500,000. No underwriting discounts or commissions were paid.

The aforementioned transactions were made with a non-U.S. person and was undertaken by NovaBay in reliance upon the exemptions from securities registration of Section 4(2) and Regulation S of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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