Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Khosrovi Behzad
 2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2007		 3. Issuer Name and Ticker or Trading Symbol
NovaBay Pharmaceuticals, Inc. [NBY]
(Last)
(First)
(Middle)
C/O NOVABAY PHARMACEUTICALS, INC., 5980 HORTON STREET, SUITE 550		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Research & Dev't
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

EMERYVILLE, CA 94608		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 35,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock   (1)   (1) Common Stock 100,000 $ (1) D  
Option (right to buy) (2) 01/30/2004 01/29/2014 Common Stock 200,000 $ 0.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Khosrovi Behzad
C/O NOVABAY PHARMACEUTICALS, INC.
5980 HORTON STREET, SUITE 550
EMERYVILLE, CA 94608		       VP, Research & Dev't  

Signatures

/s/ Jason R. Wisniewski, Attorney-in-Fact for Behzad Khosrovi 10/24/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series B Preferred Stock is immediately convertible into NovaBay Pharmaceuticals, Inc. common stock and has no expiration date. Effective upon the closing of the Issuer's initial public offering of common stock, the Series B Preferred Stock will automatically convert into the number of shares of common stock of NovaBay Pharmaceuticals, Inc. indicated in Column 3.
(2) Granted pursuant to the Issuer's 2002 Stock Option Plan.

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