---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-035032"
form_type: "8-K"
ticker: "SDEV"
cik: "0001389545"
company_name: "Stablecoin Development Corp"
filed_at: "2023-12-21T23:59:59+00:00"
generated_at: "2026-06-07T08:55:14.640748+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# NovaBay reprices Series B warrants to $0.25, raises ~$554K; anti-dilution adds 23.4M shares

## Summary
- Exercise price reduced from $1.30 to $0.25; initial exercise of 2.2M shares nets ~$555K gross proceeds.
- New Series C warrants issued for 100% of exercised shares, exercisable at $0.25 after stockholder approval.
- Anti-dilution adjustments to Series B/C preferred stock lower conversion price to $0.25, adding ~23.4M potential common shares.
- Holders may exercise remaining warrants at $0.25 through Jan 26, 2024; unexercised warrants revert to $1.30.

## SEC filing metadata
- accession: 0001437749-23-035032
- form_type: 8-K
- ticker: SDEV
- cik: 0001389545
- company_name: Stablecoin Development Corp
- filed_at: 2023-12-21T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1389545/000143774923035032/0001437749-23-035032-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1389545/000143774923035032/nby20231218_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-035032
- JSON: https://secwatch.observer/filing/0001437749-23-035032.json
- Plain text: https://secwatch.observer/filing/0001437749-23-035032.txt

## Key facts
- Material Agreements
  Stablecoin Development Corp entered into Letter Agreements with existing holders of Series B-1 warrants and Series B-2 warrants valued at Issuance of new Series C Common Stock purchase warrants; anti-dilution adjustment triggered (effective 2023-12-21).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: existing holders of Series B-1 warrants and Series B-2 warrants
  - Value: Issuance of new Series C Common Stock purchase warrants; anti-dilution adjustment triggered
  - Effective: 2023-12-21
  source text: On December 21, 2023, NovaBay Pharmaceuticals, Inc. (the “ Company ”) announced that on December 21, 2023, it entered into letter agreements (the “ Letter Agreements ”) with certain of existing holders of its Series B-1 warrants (the “ Series B-1 Warrants ”) to purchase Company common stock, par value $0.01 per share (“ Common Stock ”) and its the Series B-2 warrants (the “ Series B-2 Warrants ” and together with the Series B-1 Warrants, the “ Series B Warrants ”) to purchase Common Stock that were issued to such holders pursuant to a Securities Purchase Agreement, dated April 27, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1389545/000143774923035032/0001437749-23-035032-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.