CUSIP No. 66987P201
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SCHEDULE 13D
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1.
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Name of Reporting Person
Jian Ping Fu
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2.
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Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
PF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
People’s Republic of China
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NUMBER OF
SHARES
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7.
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Sole Voting Power
3,983,304(1)
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BENEFICIALLY
OWNED BY
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8.
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Shared Voting power
0
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EACH
REPORTING
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9.
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Sole Dispositive Power
3,983,304(1)
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PERSON
WITH
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,983,304(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
32.3%(2)
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14.
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Type of Reporting Person
IN
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(1) Includes 1,095,572 Shares issuable upon the exercise of warrants.
(2) Based on 11,251,311 Shares outstanding as of August 9, 2016. For purposes of determining the percent of class represented, the Shares outstanding were further adjusted to reflect 1,095,572 Shares issuable upon the exercise of warrants.
Item 1. Security and Issuer.
This statement relates to the common stock, $0.01 par value per share (the “
Shares
”), of
NovaBay Pharmaceuticals, Inc. (the
“
Company
”), a Delaware Corporation.
Address of Issuer’s Principal Executive Offices:
2000 Powell Street, Suite 1150
Emeryville, California 94608
Item 2. Identity and Background
(a) Name: Mr. Jian Ping Fu
(b) Address: 11 Williams Rd., Mt. Eliza, Melbourne VIC 3930, Australia
(c) Principal Occupation/Employer: President of Greenwood Capital, an Australian investment company with a portfolio spanning property, health centers, Australian food exports and cultural exchange.
Address of Employer: Level 1, Building 1, Greenwood Business Park
301 Burwood Highway, Burwood VIC 3125, Australia
(d) During the last five years, Mr. Fu has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Fu has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and thus is not 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) Citizenship: People’s Republic of China
Item 3. Source and Amount of Funds or Other Consideration.
On December 18, 2015, the Company effected a 1-for-25 reverse split of the Shares. All per Share information has been retroactively adjusted to reflect such reverse stock split.
All of the Shares described herein were purchased by Mr. Fu using personal investment funds in an aggregate amount of approximately $5,061,610.
Item 4. Purpose of Transaction.
On May 18, 2015, China Kington Investment Co. Ltd. entered into a definitive securities purchase agreement with the Company, pursuant to which Mr. Fu purchased 253,969 Shares and warrants exercisable for 126,985 Shares for investment purposes.
On February 16, 2016, Mr. Fu entered into a definitive securities purchase agreement with the Company, pursuant to which he purchased 696,590 Shares for investment purposes.
On April 4, 2016, Mr. Fu entered into a definitive securities purchase agreement with the Company, pursuant to which he purchased 1,937,173 Shares and warrants exercisable for 968,587 Shares for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Fu is the beneficial owner of 3,983,304
Shares, which represents 32.3% of all outstanding Shares.
(b)
Sole Voting Power: 3,983,304
Shared Voting Power: 0
Sole Dispositive Power: 3,983,304
Shared Dispositive Power: 0
(c) On August 1, 2016, the Company completed a two-tranche private placement; the first tranche closed on May 9, 2016 and the second closed on August 1, 2016. In the first tranche of this transaction, Mr. Fu purchased 1,937,173 Shares and warrants exercisable for 968,587 Shares at an aggregate purchase price of $3,700,000. Mr. Fu did not participate in the second tranche of this transaction. In total, the Company sold 6,173,299 Shares and warrants exercisable for 3,086,651 Shares in the private placement to ten (10) accredited investors at a purchase price of $1.91 per unit, for an aggregate purchase price of $11,791,000. China Kington Asset Management Co. Ltd. served as placement agent and was paid a six percent (6%) commission on the sales to Mr. Fu and other non-U.S. investors domiciled outside the United States.
(d) This item is not applicable.
(e) This item is not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information provided in Item 3, Item 4 and Item 5 is hereby incorporated by reference herein.
Item 7. Materials to Be Filed as Exhibits.
This item is not applicable.
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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Date: September 12, 2016
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/s/
Jian Ping Fu
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Jian Ping Fu
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