Poplar Point cuts NovaBay (NBY) ownership below 5% reporting level

Rhea-AI Filing Summary

Poplar Point Capital Management LLC and related reporting persons report beneficial ownership of 1,020,300 shares of NovaBay Pharmaceuticals common stock, representing 0.81% of the outstanding shares. The filing notes that NovaBay issued additional shares after a vote of security holders, which reduced the group’s stake below the 5% Schedule 13D reporting threshold.

The shares are held through Poplar Point Capital Management, Poplar Point Capital Partners, Poplar Point Capital GP and Jad Fakhry, who share voting and dispositive power over the position. The reporting persons state there have been no recent acquisitions or dispositions, but as of the effective date they intend to begin disposing of their NovaBay common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Novabay Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

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)

10/20/2025

(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 Number(s):

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)

0.81 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s):

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)

0.81 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

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)

0.81 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

CUSIP Number(s):

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)

0.81 %

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 that Novabay Pharmaceuticals, Inc., as a result of Vote of Security Holders, issued additional shares of Common Stock, effectively reducing the Reporting Persons ownership below filing threshold of 5%.
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
	There have been no recent acquisitions or dispositions. As of this effective date, the Reporting Persons will begin the disposition of the Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	(i) PPCM 1,020,300 0.81% (ii) PPCP 1,020,300 0.81% (iii) PPCGP 1,020,300 0.81% (iv) Jad Fakhry 1,020,300 0.81%
(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 60 days prior to effective date of this filing, 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)	The Reporting Persons ceased holding 5% of the Issuer as of the effective date of this filing.
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:	03/11/2026

Poplar Point Capital Partners LP

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	03/11/2026

Poplar Point Capital GP LLC

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry, Manager
Date:	03/11/2026

Jad Fakhry

Signature:	/s/ Jad Fakry
Name/Title:	Jad Fakhry
Date:	03/11/2026

FAQ

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

Poplar Point and related reporting persons report owning 1,020,300 shares, or 0.81% of NovaBay’s common stock. This reflects their current beneficial ownership after NovaBay issued additional shares that diluted their percentage below the 5% reporting threshold.

Why did Poplar Point file Amendment No. 3 to its Schedule 13D on NovaBay (NBY)?

The amendment discloses that NovaBay’s issuance of additional shares reduced Poplar Point’s stake below 5%. Following a vote of security holders, NovaBay issued more common stock, which lowered the reporting persons’ ownership percentage to 0.81% of the outstanding shares.

Does Poplar Point plan to sell its NovaBay (NBY) shares according to this filing?

The reporting persons state they will begin disposing of their NovaBay common stock as of the effective date. They also note there have been no recent acquisitions or dispositions in the 60 days prior to the filing’s effective date.

Who are the reporting persons in the NovaBay (NBY) Schedule 13D/A amendment?

The reporting group includes Poplar Point Capital Management LLC, Poplar Point Capital Partners LP, Poplar Point Capital GP LLC and Jad Fakhry. Poplar Point entities are Delaware entities, and Jad Fakhry is a United States citizen who controls the Poplar Point entities.

How much voting power does Poplar Point have over NovaBay (NBY) shares in this filing?

The reporting persons report shared voting power over 1,020,300 NovaBay shares and no sole voting power. They also report shared dispositive power over the same 1,020,300 shares, indicating coordinated control over the entire disclosed position.

Did Poplar Point report any recent NovaBay (NBY) trades in the 60 days before this filing?

The filing states there were no applicable transactions in the 60 days before the effective date. The reporting persons describe their NovaBay activity as having no recent acquisitions or dispositions during that period, with the change in percentage due to new shares issued by NovaBay.