| Item 1. | |
| (a) | Name of issuer:
NovaBay Pharmaceuticals, Inc |
| (b) | Address of issuer's principal executive
offices:
2000 Powell Street, Suite 1150, Emeryville, CA 94608 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Poplar Point Capital Management LLC, a Delaware limited liability company ("PPCM"), Poplar Point Capital Partners LP, a Delaware limited partnership ("PPCP"), Poplar Point Capital GP LLC, a Delaware limited liability company ("PPCGP"), and Jad 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) | Address or principal business office or, if
none, residence:
The principal business address for each of the Reporting Persons is c/o Poplar Point Capital Management LLC, 330 Primrose Road, Suite 400, Burlingame, CA 94010. |
| (c) | Citizenship:
PPCM, PPCP and PPCGP are all organized in the State of Delaware. Mr. Fakhry is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
66987P409 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Each Reporting Person may be deemed to beneficially own 378,297 shares of Common Stock.
PPCP directly owns 378,297 shares of Common Stock of the Issuer (the "Shares"), and each of PPCM, PPCGP and Mr. Fakhry may be deemed to beneficially own the Shares based on the ownership and control structure set forth in Item 2. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities directly owned by such person (if any). |
| (b) | Percent of class:
The number of shares each such Reporting Person may be deemed to beneficially own constitutes approximately 7.7% of the Common Stock outstanding, based on 4,885,693 shares of Common Stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2024. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
378,297
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
378,297
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Items 2 and 4 above. |
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
