NovaBay sells ~95% of diluted shares to David Lazar for $6M; names him CEO; plans special dividend

Stablecoin Development Corp

Lazar purchased 481,250 Series D preferred shares for $3.85M at First Closing; will buy 268,750 Series E shares for $2.15M later.
Series D/E convert into 120M common shares total (~95% of fully diluted shares); conversion blocked until shareholder approval.
Lazar appointed CEO and director; former CEO Justin Hall becomes VP of Business Development, GC and Secretary.
Company expects to declare a special dividend of at least $0.80/share in Q4 2025, funded from cash segregated into separate account.
Shareholder meeting in Q4 2025 to approve conversion, increase authorized shares to 300M, reverse stock split, and other proposals.

item 1.01 item 5.02 item 5.03 item 3.02 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Stablecoin Development Corp: Filed Series D and Series F Certificates of Designation with Delaware Secretary of State to establish preferences and rights of newly created preferred stock series (effective 2025-08-19).

Change: charter amendment
Effective: 2025-08-19

Exact text from the filing

Before the First Closing described in Item 1.01 above, on August 19, 2025, the Company filed the Series D Certificate of Designation and the Series F Certificate of Designation with the Secretary of State of Delaware setting forth the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series D Preferred Stock and the Series F Preferred Stock, respectively

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262 governance changes filed in the last 30 days. Browse all governance changes →

Stablecoin Development Corp filing history →

Source: SEC EDGAR

accession 0001829126-25-006520

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