Note 17 - Subsequent Events	3 Months Ended
Mar. 31, 2020
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 17. SUBSEQUENT EVENTS On April 16, 2020, the Company entered into the following agreements: ( 1 ) an International Distribution Agreement (the “Microprofit Agreement”) with Shenzhen Microprofit Biotech Co., Ltd. (“Microprofit”), a China-based company that manufactures its proprietary product of SARS-CoV- 2 IgG and IgM Antibody Combined Test Kits that have the ability to test the novel coronavirus (COVID- 19 ) (the “Test Kits”), which has not yet been approved by the U.S. Food and Drug Administration (the “FDA”) and ( 2 ) an Intermediary Distribution Agreement (the “Pioneer Agreement”) with Chongqing Pioneer Pharma Holdings Limited (“Pioneer”), which is an affiliate of China Pioneer. Under the Microprofit Agreement, Microprofit is granting the Company the exclusive right to distribute the Test Kits upon receipt of all applicable regulatory approvals including FDA approval (the “Regulatory Approvals”). As consideration for such exclusive right, on the later of the date on which all Regulatory Approvals are received and the date of stockholder approval to increase the number of the Company's authorized shares of common stock is received, the Company will issue purchase warrants for the Company’s Common Stock to certain Microprofit officers, exercisable for an aggregate number of shares of the Company’s common stock equivalent to twelve percent ( 12% ) of the Company’s outstanding common stock on the same date. In accordance with the Pioneer Agreement, the Company will place orders for and purchase the Test Kits from Pioneer, as an intermediary distribution partner who in turn purchases the Test Kits from Microprofit. Pioneer will receive a nominal cash profit for each Test Kit sold to the Company. On April 27, 2020, NovaBay Pharmaceuticals, Inc. (the “Company”) entered into an At the Market Offering Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to sell shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having a current aggregate offering amount of up to $4,302,137, which offering amount may change as described in the Agreement (the “Shares”), from time to time during the term of the Agreement, through an “at the market” equity offering program under which Ladenburg will act as the Company’s sales agent (the “ATM Program”). The Company will pay Ladenburg a commission equal to three percent ( 3.0% ) of the gross sales proceeds of any Shares sold through Ladenburg under the Agreement, and also has provided Ladenburg with customary indemnification rights. We have not, as of May 7, 2020, received any funds from the ATM Program, or been able to request any sales of our stock under the ATM Program while we are in a trading blackout. On April 30, 2020, a total of 571,428 warrants to purchase 571,428 shares of common stock were exercised related to the June 2019 Warrants resulting in gross proceeds of $497 thousand. On May 3, 2020, the Company entered into that certain Paycheck Protection Program Promissory Note and Agreement with Wells Fargo Bank, N.A. (the “Lender”) pursuant to which the Company will receive loan proceeds of $900,505 (the “PPP Loan”). The PPP Loan was made under, and is subject to the terms and conditions of, the Paycheck Protection Program (“PPP”), which was established under the recent congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The term of the PPP Loan is two years with a maturity date of May 3, 2022 and the annual interest rate on the PPP Loan is a fixed rate of 1.00%. Payments of principal and interest on the loan will be deferred for the first six months of the term of the PPP Loan until November 1, 2020. Principal and interest are payable monthly and may be prepaid by the Company at any time prior to maturity with no prepayment penalties . Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the eight -week period following the funding of the loan. The Company intends to use the proceeds of the PPP Loan, when received, for Qualifying Expenses, including, but not limited to, to support the employment of our Avenova salesforce, which has been greatly restricted in its ability to solicit eye care professionals due to the COVID- 19 “stay at home” orders. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. See Part II, Item 5 for further details on the PPP Loan.

NOTE

17.

SUBSEQUENT EVENTS

April 16, 2020,

the Company entered into the following agreements: (

) an International Distribution Agreement (the “Microprofit Agreement”) with Shenzhen Microprofit Biotech Co., Ltd. (“Microprofit”), a China-based company that manufactures its proprietary product of SARS-CoV-

IgG and IgM Antibody Combined Test Kits that have the ability to test the novel coronavirus (COVID-

) (the “Test Kits”), which has

not

yet been approved by the U.S. Food and Drug Administration (the “FDA”) and (

) an Intermediary Distribution Agreement (the “Pioneer Agreement”) with Chongqing Pioneer Pharma Holdings Limited (“Pioneer”), which is an affiliate of China Pioneer. Under the Microprofit Agreement, Microprofit is granting the Company the exclusive right to distribute the Test Kits upon receipt of all applicable regulatory approvals including FDA approval (the “Regulatory Approvals”). As consideration for such exclusive right, on the later of the date on which all Regulatory Approvals are received and the date of stockholder approval to increase the number of the Company's authorized shares of common stock is received, the Company will issue purchase warrants for the Company’s Common Stock to certain Microprofit officers, exercisable for an aggregate number of shares of the Company’s common stock equivalent to

twelve

percent (

12%

) of the Company’s outstanding common stock on the same date. In accordance with the Pioneer Agreement, the Company will place orders for and purchase the Test Kits from Pioneer, as an intermediary distribution partner who in turn purchases the Test Kits from Microprofit. Pioneer will receive a nominal cash profit for each Test Kit sold to the Company.

April 27, 2020,

NovaBay Pharmaceuticals, Inc. (the “Company”) entered into an At the Market Offering Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to sell shares of the Company’s common stock, par value

$0.01

per share (the “Common Stock”), having a current aggregate offering amount of up to

$4,302,137,

which offering amount

may

change as described in the Agreement (the “Shares”), from time to time during the term of the Agreement, through an “at the market” equity offering program under which Ladenburg will act as the Company’s sales agent (the “ATM Program”). The Company will pay Ladenburg a commission equal to

three

percent (

3.0%

) of the gross sales proceeds of any Shares sold through Ladenburg under the Agreement, and also has provided Ladenburg with customary indemnification rights. We have

not,

as of

May 7, 2020,

received any funds from the ATM Program, or been able to request any sales of our stock under the ATM Program while we are in a trading blackout.

April 30, 2020,

a total of

571,428

warrants to purchase

571,428

shares of common stock were exercised related to the

June 2019

Warrants resulting in gross proceeds of

$497

thousand.

May 3, 2020,

the Company entered into that certain Paycheck Protection Program Promissory Note and Agreement with Wells Fargo Bank, N.A. (the “Lender”) pursuant to which the Company will receive loan proceeds of

$900,505

(the “PPP Loan”). The PPP Loan was made under, and is subject to the terms and conditions of, the Paycheck Protection Program (“PPP”), which was established under the recent congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The term of the PPP Loan is

two

years with a maturity date of

May 3, 2022

and the annual interest rate on the PPP Loan is a fixed rate of

1.00%.

Payments of principal and interest on the loan will be deferred for the

first

six

months of the term of the PPP Loan until

November 1, 2020.

Principal and interest are payable monthly and

may

be prepaid by the Company at any time prior to maturity with

prepayment penalties

Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but

not

limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the

eight

-week period following the funding of the loan. The Company intends to use the proceeds of the PPP Loan, when received, for Qualifying Expenses, including, but

not

limited to, to support the employment of our Avenova salesforce, which has been greatly restricted in its ability to solicit eye care professionals due to the COVID-

“stay at home” orders. However,

assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. See Part II, Item

for further details on the PPP Loan.