NovaBay approves 1-for-35 reverse stock split, effective Nov 15 to regain NYSE American compliance

1. To approve, as required by and in accordance with Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 96,468,114 shares of the Company’s Common Stock (i) upon exercise of the Amended Warrants and the New Reprice Warrants issued as part of the Company’s Warrant Reprice Transactions entered into on September 9, 2022 (each as discussed and defined in the Proxy Statement) and (ii) the conversion of the Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share, and the exercise of the Long-Term Warrants and the Short-Term Warrants to be issued upon the closing of the Private Placement (each as discussed and defined in the Proxy Statement), including any additional shares of Common Stock due to an increase as a result of applicable anti-dilution adjustments. For Against Abstain Broker Non-Votes 1 27,129,832 4,018,279 89,375 11,414,424

2. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of the Company’s Common Stock, issued and outstanding or held in treasury at a ratio of not less than 1-for-10 and not more than 1-for-35 (the “ Reverse Stock Split ”), and to grant authorization to the Company’s Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within the above share range and the timing of the Reverse Stock Split becoming effective or to abandon the Reverse Stock Split. For Against Abstain 37,507,313 5,050,133 94,464

3. To adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One and Proposal Two. For Against Abstain 37,800,071 4,421,419 430,420