SCHEDULE: NovaBay Terminates Voting Pact with Poplar Point

NovaBay Pharmaceuticals, Inc. has terminated its voting agreement with Poplar Point Capital Management LLC and its affiliates, effective upon a recent vote, granting Poplar Point greater flexibility in managing its 17.52% stake.

Summary

• NovaBay Pharmaceuticals, Inc. (the "Company") terminated a voting agreement with Poplar Point Capital Management LLC and its affiliates (the "Reporting Persons").
• The termination was effective immediately after a vote, as disclosed in the Schedule 13D Amendment No. 2.
• The Reporting Persons collectively beneficially own 1,020,300 shares of NovaBay's Common Stock, representing 17.52% of the class.
• The termination allows the Reporting Persons to sell or transfer their shares (Proxy Shares) without the limitations imposed by the previous voting agreement.
• The original voting agreement was dated August 19, 2025, and was set to continue for two years from the Proxy Effective Date unless terminated by the Company.

Sentiment

Score: 6

Explanation: The termination of the voting agreement is a neutral to slightly positive event for the reporting persons as it grants them more flexibility. For the issuer, it removes a structured relationship with a significant shareholder, which could be seen as neutral or slightly negative depending on the context of the original agreement and the shareholder's future intentions. The filing itself is factual and reports a change in a legal arrangement rather than financial performance.

Positives

• Poplar Point Capital Management and its affiliates gain increased flexibility to sell or transfer their 1,020,300 shares (17.52% stake) in NovaBay Pharmaceuticals, Inc.
• The termination removes restrictions on the transferability of Poplar Point's shares, potentially improving liquidity for the investment group.

Negatives

• The termination of the voting agreement could reduce NovaBay's influence or control over a significant block of its shares (17.52%) held by Poplar Point.
• The filing does not explicitly state the 'Approval' or 'vote' that triggered the termination, leaving some ambiguity regarding the specific event.

Risks

• The Reporting Persons' significant ownership (17.52%) may still have the purpose or effect of control, even without the voting agreement, potentially influencing corporate decisions.
• Increased flexibility for Poplar Point to dispose of its shares could lead to market volatility if a large block is sold.

Future Outlook

The Reporting Persons currently have no specific plan or proposal to acquire additional Common Stock or dispose of their existing Common Stock in NovaBay Pharmaceuticals, Inc. The termination of the voting agreement provides them with future flexibility regarding their investment.

Management Comments

• The Company has determined that it shall terminate the Voting Agreement in full, with such termination conditioned solely upon, and effective immediately after, the Approval.
• The Stockholders have requested that they have the ability to sell or otherwise transfer all or a portion of the Proxy Shares in the open market or otherwise once the Approval has been received, which various terms of the Voting Agreement would limit or otherwise interfere with.

Industry Context

This filing reflects a common dynamic in public markets where significant shareholders, like Poplar Point Capital Management, seek to optimize their investment flexibility. The termination of a voting agreement can be a strategic move to remove restrictions on share disposition, which is a standard consideration for activist or large institutional investors managing their portfolio positions.

Corporate Governance

Stakeholder Impact

• Shareholders (Poplar Point Capital Management LLC and affiliates): Gain increased flexibility and control over their investment, including the ability to sell or transfer shares without prior restrictions.
• NovaBay Pharmaceuticals, Inc. (Company): Loses the structured relationship and potential influence over the voting and transfer of a significant block of shares (17.52%), which could lead to less predictable shareholder behavior from this group.
• Other Shareholders: The market may react to the increased flexibility of a large shareholder, potentially impacting share price volatility if Poplar Point decides to significantly alter its position.

Next Steps

• The Voting Agreement will cease to be in effect, and all rights and obligations, including proxy grants, will terminate.
• Legends on Proxy Shares related to the agreement will no longer be required and will be promptly removed.

Key Dates

Recommendation

The filing primarily details a change in a legal agreement between NovaBay and a significant shareholder, Poplar Point Capital Management. While Poplar Point gains flexibility over its 17.52% stake, the filing explicitly states no current plans to acquire or dispose of shares. This event is a governance update rather than a direct indicator of operational performance or financial health. Investors should hold to observe any subsequent actions by Poplar Point or NovaBay's operational developments, as the immediate impact on valuation is neutral to slightly positive for the shareholder, but the long-term implications for NovaBay's stock price are not immediately clear from this filing alone.

Keywords

NovaBay Pharmaceuticals, Poplar Point Capital Management, Voting Agreement, SEC Filing, Schedule 13D, Shareholder Activism, Corporate Governance, Stock Ownership, Investment Management, Common Stock