Poplar Point’s NovaBay stake at 17.52% as voting pact ends

Rhea-AI Filing Summary

Poplar Point Capital and affiliates filed Amendment No. 2 to Schedule 13D on NovaBay Pharmaceuticals (NBY), disclosing beneficial ownership of 1,020,300 shares, representing 17.52% of the common stock. The group reports shared voting and dispositive power over 1,020,300 shares and no sole power.

The amendment notes that NovaBay terminated the voting agreement effective upon the vote, with an Irrevocable Notice of Termination included as an exhibit. The reporting persons state the holding is for investment purposes and, at this time, have no specific plan or proposal to acquire additional or dispose of shares. Poplar Point Capital Management LLC directly holds the 1,020,300 shares, funded from working capital.

Insights

Governance & Ownership Analyst

Stake at 17.52% with voting pact terminated; intentions unchanged.

Poplar Point and affiliates report beneficial ownership of 1,020,300 NovaBay shares, equal to 17.52% of the class, with shared voting and dispositive power and no sole power. PPCM directly holds the shares, sourced from working capital.

The amendment highlights that NovaBay terminated the voting agreement effective upon the vote, removing a coordinated voting arrangement. The reporting group indicates the investment is for portfolio purposes and lists no current plans for additional purchases or dispositions.

Key items to watch are future ownership updates and any new governance arrangements. The Date of Event is 10/15/2025; subsequent disclosures may clarify any changes in intentions or structures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

10/15/2025

(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: This Amendment is being filed as disclosure to the effect that Novabay Pharmaceuticals, Inc. terminated the voting agreement effective upon the vote. No other Items noted herein have been updated since previous filed Amendment. Irrevocable Notice of Termination of Voting Agreement included as Exhibit to this filing.
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.

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:	10/17/2025

Poplar Point Capital Partners LP

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	10/17/2025

Poplar Point Capital GP LLC

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	10/17/2025

Jad Fakhry

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry
Date:	10/17/2025

FAQ

What stake in NovaBay (NBY) does Poplar Point report in this 13D/A?

They disclose beneficial ownership of 1,020,300 shares, representing 17.52% of the common stock.

What changed in governance in this NovaBay (NBY) 13D/A amendment?

The filing states NovaBay terminated the voting agreement effective upon the vote, with a termination notice included as an exhibit.

Who holds the NovaBay (NBY) shares and how were they funded?

Poplar Point Capital Management LLC directly holds 1,020,300 shares, acquired using working capital.

What voting and dispositive powers are reported for NovaBay (NBY)?

The reporting persons have shared voting and dispositive power over 1,020,300 shares and no sole power.

Do the reporting persons plan to buy or sell more NovaBay (NBY) shares?

They state the position is for investment purposes and report no specific plan or proposal to acquire additional or dispose of shares at this time.

When is the Date of Event for this NovaBay (NBY) 13D/A?

The Date of Event which requires filing is 10/15/2025.