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

Stablecoin Development Corp

R01 Fund LP and Framework Ventures IV each beneficially own 45.1% of outstanding common stock post-conversion.
Michael Kazley appointed CEO and Chairman; former CEO David Elliot Lazar and four directors resigned.
Stockholders approved a reverse stock split at a ratio of 1-for-2 to 1-for-10, to be determined by Board.
Pre-funded warrants sold for $6M aggregate gross proceeds; exercisable at $0.01 after Jan 1, 2026.
Series D and E preferred shares convertible into 77M and 43M common shares, respectively.

item 1.01 item 3.02 item 3.03 item 5.01 item 5.02 item 5.03 item 5.07 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: Amendment to Certificate of Incorporation to increase authorized capital stock to 1,505,000,000 shares total (1,500,000,000 common, 5,000,000 preferred) (effective 2025-10-16).

Change: charter amendment
Effective: 2025-10-16

Exact text from the filing

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.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.4

Stablecoin Development Corp underwent a change of control involving R01 and Framework.

Action: change of control
Counterparty: R01 and Framework

Exact text from the filing

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.

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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 0001829126-25-008237

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