[SCHEDULE 13D/A] NovaBay Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Poplar Point entities and Jad Fakhry reported owning 1,020,300 shares of NovaBay Pharmaceuticals (NBY), representing 17.52% of the company's common stock. The position is held jointly by Poplar Point Capital Management LLC, Poplar Point Capital Partners LP, Poplar Point Capital GP LLC and Mr. Fakhry, all organized in Delaware, and the shares were purchased with working capital. The filing states the acquisition was for investment in the ordinary course of business, notes that this ownership "may have the purpose or effect of control," and says there are currently no specific plans to buy or sell additional shares.

Positive

• Material stake disclosed: Reporting Persons hold 1,020,300 shares (17.52%), a clear, material ownership position.
• No legal encumbrances reported: The filing states no convictions or relevant civil judgments involving the Reporting Persons in the past five years.
• Transparent structure: Reporting Persons identify their entity roles and disclose that purchases were made with working capital.

Negative

• Potential control effect: The filing acknowledges the holding "may have the purpose or effect of control," which could create governance uncertainty.
• No specific intentions disclosed: Although the stake is material, the Reporting Persons state they have no current plan to acquire or dispose of additional shares, leaving future intent unclear.

Insights

M&A / Activist Strategy Analyst

TL;DR: A single group now holds a material 17.52% stake, which could enable strategic influence though no concrete plans are disclosed.

The Reporting Persons — affiliated Poplar Point entities and Jad Fakhry — disclose shared voting and dispositive power over 1,020,300 shares, equal to 17.52% of outstanding common stock. That ownership level is large enough to be strategically meaningful and could influence corporate actions, board composition, or transaction negotiations. The filing expressly acknowledges the stake "may have the purpose or effect of control," yet the Reporting Persons state the shares were acquired for investment and that they have no current plans to buy or sell. Investors should view this as a material ownership disclosure indicating potential for future engagement, though no definitive activism or transaction plan is provided.

Corporate Governance Expert

TL;DR: Disclosure is comprehensive on ownership and control risk; no legal issues or arrangements reported.

The Schedule 13D identifies the reporting group structure, control relationships, and confirms working capital funded the purchase. It reports no related contracts, arrangements, or legal proceedings, and clearly states shared voting and dispositive power across the Poplar Point entities and Mr. Fakhry. From a governance perspective, the filing signals a significant shareholder has emerged but provides limited detail on intent beyond investment. The absence of any agreements or planned actions reduces immediate governance uncertainty, but the acknowledged potential for control makes this a material development for the board and shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Novabay Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

66987P409

(CUSIP Number)

Jad Fakhry
330 Primrose Road, Suite 400
Burlingame, CA, 94010
650-239-9049

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Poplar Point Capital Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,020,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,020,300.00

11

Aggregate amount beneficially owned by each reporting person

1,020,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.52 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Poplar Point Capital Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,020,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,020,300.00

11

Aggregate amount beneficially owned by each reporting person

1,020,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.52 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Poplar Point Capital GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,020,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,020,300.00

11

Aggregate amount beneficially owned by each reporting person

1,020,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.52 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

CUSIP No. 66987P409

1

Name of reporting person

Jad Fakhry

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,020,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,020,300.00

11

Aggregate amount beneficially owned by each reporting person

1,020,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.52 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Novabay Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2000 Powell Street, Suite 1150, Emeryville, CALIFORNIA , 94608.
Item 1 Comment: The securities to which this statement on Schedule 13D (this "Statement") relates are the shares with par value of $0.01 for NovaBay Pharmaceuticals, LLC. The address of the principal executive office of the Issuer is 2000 Powell Street, Suite 1150, Emeryville, CA, Emeryville.
Item 2.	Identity and Background
(a)	(i) Poplar Point Capital Management LLC ("PPCM"), is a Delaware limited liability company; (ii) Poplar Point Capital Partners LP ("PPCP"), is a Delaware limited partnership; (iii) Poplar Point Capital GP LLC ("PPCGP"), is a Delaware limited liability company; (iv) Jad Fakhry ("Mr. Fakhry"), a United States citizen (collectively with PPCM, PPCP and PPCGP, the "Reporting Persons"). PPCM is the investment manager for PPCP. PPCGP is the general partner of PPCP. Mr. Fakhry is the manager of, and owns a controlling interest in, PPCM and PPCGP.
(b)	The address of the principal business and principal office of each of the Reporting Persons is: 330 Primrose Road, Suite 400 Burlingame, CA 94010
(c)	The principal business of the Reporting Persons is investing securities. The principal occupation of Mr. Fakhry is serving as the Manager of Poplar Point.
(d)	During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	PPCM is a Delaware limited liability company. PPCP is a Delaware limited partnership. PPCGP is a Delaware limited liability company. Mr. Fakhry is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	PPCM directly holds 1,020,300 shares of Common Stock. Consideration for these assets came from working capital of PPCM.
Item 4.	Purpose of Transaction
	The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business. Given the Reporting Persons' ownership percentage of the Issuer, the Reporting Persons holding of the Common Stock may have the purpose or effect of control. At this time, the Reporting Persons have no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	(i) PPCM 1,020,300 17.52% (ii) PPCP 1,020,300 17.52% (iii) PPCGP 1,020,300 17.52% (iv) Jad Fakhry 1,020,300 17.52%
(b)	(i) PPCM Sole Voting Power - 0 Shared Voting Power - 1,020,300 Sole Dispositive Power - 0 Shared Dispositive Power - 1,020,300 (ii) PPCP Sole Voting Power - 0 Shared Voting Power - 1,020,300 Sole Dispositive Power - 0 Shared Dispositive Power - 1,020,300 (iii) PPCGP Sole Voting Power - 0 Shared Voting Power - 1,020,300 Sole Dispositive Power - 0 Shared Dispositive Power - 1,020,300 (iv) Jad Fakhry Sole Voting Power - 0 Shared Voting Power - 1,020,300 Sole Dispositive Power - 0 Shared Dispositive Power - 1,020,300
(c)	In the past 60 days, the following transactions were effected by the Reporting Persons, in normal course of business: Not applicable.
(d)	No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	JOINT FILING AGREEMENT The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated this 4th day of September, 2025 POPLAR POINT CAPITAL MANAGEMENT LLC By: /s/ Jad Fakhry Jad Fakhry, Manager POPLAR POINT CAPITAL PARTNERS LP By: Poplar Point Capital GP LLC its General Partner By: /s/ Jad Fakhry Jad Fakhry, Manager POPLAR POINT CAPITAL GP LLC By: /s/ Jad Fakhry Jad Fakhry, Manager /s/ Jad Fakhry JAD FAKHRY, an individual

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Poplar Point Capital Management LLC

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	09/04/2025

Poplar Point Capital Partners LP

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	09/04/2025

Poplar Point Capital GP LLC

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	09/04/2025

Jad Fakhry

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry
Date:	09/04/2025

FAQ

How many NovaBay Pharmaceuticals (NBY) shares do Poplar Point and Jad Fakhry own?

The Reporting Persons beneficially own 1,020,300 shares, representing 17.52% of NBY common stock.

Do the Poplar Point reporting persons have voting control over NBY shares?

The filing reports shared voting power of 1,020,300 shares and shared dispositive power of 1,020,300 shares; no sole voting or dispositive power is reported.

What funds were used to acquire the NBY shares?

The filing states the shares held by Poplar Point Capital Management LLC were purchased using working capital.

Do the reporting persons plan to buy or sell more NBY stock?

The filing states they have no specific plan or proposal at this time to acquire additional common stock or dispose of existing shares.

Are there any agreements or arrangements relating to the NBY shares?

Other than the joint filing agreement, the Reporting Persons state there are no contracts, arrangements, understandings or relationships with respect to the Issuer's securities.