Stablecoin Development Corp (SDEV): M&A transaction — NovaBay: Change of control as R01/Framework each own 45.1%; new CEO; reverse split approved

Pre-Funded Warrants On October 16, 2025, the Company issued and sold pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 5,405,406 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to R01 and Framework in two transactions for aggregate gross proceeds of approximately $6,000,000. The purchase price was $1.10 per Pre-Funded Warrant, representing 110% of the closing price of the Common Stock on the day before the issuance, less the $0.01 exercise price for each such Pre-Funded Warrant.

At the Annual Meeting of Stockholders held on October 16, 2025, the stockholders of the Company approved a proposal granting the board of directors of the Company (the “Board”) full authority to effect a reverse stock split (the “Reverse Stock Split”) of all outstanding (or held in treasury) shares of Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-10, with the exact ratio to be determined by the Board within such range.

On October 9, 2025, David Elliot Lazar (“Lazar”), the former Chief Executive Officer and director of NovaBay Pharmaceuticals, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with R01 Fund LP and Framework Ventures IV L.P. (“Framework,” and together with R01, the “Purchasers”). Pursuant to the SPA, Mr. Lazar received an aggregate purchase price of $9,850,000 to (i) sell to the Purchasers an aggregate of 441,325 shares of the Company’s Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”)

On October 16, 2025, pursuant to the SPA, the Company filed the certificate of designations relating to the Series E Preferred Stock and, on October 17, 2025, following the payment to the Company of $2,150,000 by the Purchasers, issued 268,750 shares of the Series E Preferred Stock to the Purchasers.

On October 16, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon filing. The amendment was approved by the Board and subsequently approved by the Company’s stockholders at the Annual Meeting of Stockholders held on October 16, 2025. The Certificate of Amendment amends Paragraph A of Article IV of the Company’s Amended and Restated Certificate of Incorporation to provide that the Company is authorized to issue a total of 1,505,000,000 shares of capital stock, consisting of 1,500,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.

As a result of the transactions described in Item 3.02 above, a change of control of the Company occurred, as R01 and Framework each beneficially own 45.1% of outstanding common stock.