Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
06/03/2025 (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
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| 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: |
| ||||||||
| 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)
17.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| 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 Wi th: |
| ||||||||
| 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)
17.54 % | ||||||||
| 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: |
| ||||||||
| 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)
17.54 % | ||||||||
| 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: |
| ||||||||
| 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)
17.54 % | ||||||||
| 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 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 17.54% (ii) PPCP 1,020,300 17.54% (iii) PPCGP 1,020,300 17.54% (iv) Jad Fakhry 1,020,300 17.54% | |
| (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: 4/4/2025 - Purchased 4,538 shares of Common Stock at a price of $0.5216. 4/8/2025 - Purchased 300 shares of Common Stock at a price of $0.4650. | |
| (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 ap
plicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as described herein, 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 June, 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.
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