Stablecoin Development Corp — fact timeline

Stablecoin Development Corp amended Amendment No. 1 to Pre-Funded Warrant with Framework Ventures IV L.P. (effective 2026-06-15).

“On June 12, 2026, Stablecoin Development Corporation (the “Company”) agreed with R01 Fund LP (“R01”), and on June 15, 2026, the Company agreed with Framework Ventures IV L.P. (“Framework”), in each case, to amend the pre-funded warrants originally issued on October 16, 2025 (the “October 2025 Pre-Funded Warrants”) in order to remove certain restrictions on exercisability.”

Stablecoin Development Corp amended Amendment No. 1 to Pre-Funded Warrant with R01 Fund LP (effective 2026-06-12).

“On June 12, 2026, Stablecoin Development Corporation (the “Company”) agreed with R01 Fund LP (“R01”), and on June 15, 2026, the Company agreed with Framework Ventures IV L.P. (“Framework”), in each case, to amend the pre-funded warrants originally issued on October 16, 2025 (the “October 2025 Pre-Funded Warrants”) in order to remove certain restrictions on exercisability.”

Stablecoin Development Corp reported the first quarter ended March 31, 2026 results: net income $552.4 million.

“On May 20, 2026, the Company issued a press release announcing its results of operations for the quarter ended March 31, 2026”

Stablecoin Development Corp reported that prior financial statements should not be relied upon.

“On April 27, 2026, the audit committee of the board of directors and management of the Company concluded that the Company’s previously issued audited consolidated financial statements for the year ended December 31, 2025, should no longer be relied upon because of an error in the Company’s accounting relating to certain outstanding pre-funded warrants issued on October 16, 2025”

Stablecoin Development Corp: Amended and restated bylaws solely to reflect the corporate name change, effective April 2, 2026 (effective 2026-04-02).

“The Board also approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), solely to reflect the Name Change. The Amended and Restated Bylaws will also become effective as of April 2, 2026.”

Stablecoin Development Corp: Amended certificate of incorporation to change corporate legal name from NovaBay Pharmaceuticals, Inc. to Stablecoin Development Corporation, effective April 2, 2026 (effective 2026-04-02).

“On March 17, 2026, the Board approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) changing the Company’s corporate legal name from “NovaBay Pharmaceuticals, Inc.” to “Stablecoin Development Corporation” (the “Name Change”), to be effective as of April 2, 2026.”

Stablecoin Development Corp: Amended certificate of incorporation to remove prohibition against stockholder action by written consent, exculpate officers, and increase authorized common shares from 1.5 billion to 5 billion (effective 2026-03-12).

“The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).”

Stablecoin Development Corp: Amended certificate of incorporation to effect a 1-for-5 reverse stock split (effective 2026-02-20).

“On February 20, 2026, NovaBay Pharmaceuticals, Inc. (the “Company”) filed a certificate of amendment (“Certificate of Amendment”) providing for an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), to effect a reverse stock split at a ratio of 1-for-5 (the “Reverse Stock Split”).”

Stablecoin Development Corp engaged CBIZ CPAs, P.C. as its auditor.

“On January 30, 2026, with the approval of the Audit Committee, CBIZ CPAs, P.C. (“CBIZ”) was engaged as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.”

Stablecoin Development Corp entered into ATM Sales Agreement with Virtu Americas LLC valued at up to $100,000,000 of common stock; commission 2.0% (effective 2026-01-20).

“On January 20, 2026, NovaBay Pharmaceuticals, Inc. (the “Company”) entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $100.0 million from time to time through or to Virtu as its sales agent or principal.”

Stablecoin Development Corp issued 837,696,130 shares of Common Stock underlying pre-funded warrants of warrant to R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation for aggregate gross proceeds of approximately $134 million.

“On January 16, 2026, NovaBay Pharmaceuticals, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with each of R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation (together, the “Purchasers”). Pursuant to the SPA, the Company issued and sold pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 837,696,130 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for aggregate gross proceeds of approximately $134 million.”

Stablecoin Development Corp entered into Securities Purchase Agreement with R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation valued at aggregate gross proceeds of approximately $134 million (effective 2026-01-16).

“On January 16, 2026, NovaBay Pharmaceuticals, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with each of R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation (together, the “Purchasers”).”

Stablecoin Development Corp issued common stock.

“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.”

Stablecoin Development Corp issued 5,405,406 shares of the Company's common stock of warrant to R01 and Framework for $1.10 per Pre-Funded Warrant.

“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.”

Stablecoin Development Corp issued 268,750 shares of the Company's Series E Non-Voting Convertible Preferred Stock of preferred stock to R01 Fund LP, Framework Ventures IV L.P. for aggregate purchase price of $2,150,000.

“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.”

Stablecoin Development Corp issued 441,325 shares of the Company's Series D Non-Voting Convertible Preferred Stock of preferred stock to David Elliot Lazar, R01 Fund LP, Framework Ventures IV L.P. for aggregate purchase price of $9,850,000.

“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”)”

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).

“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.”

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

“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.”

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).

“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”

Stablecoin Development Corp completed a disposition involving PRN Physician Recommended Nutriceuticals, LLC for $11.5 million (closed 2025-01-17).

“Loan was discharged and all collateral was released. Pursuant to the Purchase Agreement, the Company sold the Avenova Assets to PRN for a closing cash purchase price equal to $11.5 million, less (i) the amount of the Bridge Loan Balance and (ii) $500,000, which amount was deposited into an escrow account for up to six (6) months to be used for Company”

Stablecoin Development Corp completed a disposition involving Phase One Health LLC for $500,000 (closed 2025-01-08).

“On January 8, 2025, the Company completed the sale to Phase One of (i) the Trademarks pursuant to the Trademark Acquisition Agreement for a purchase price of $500,000 and (ii) the Inventory pursuant to the Transition Services Agreement for $126,000.”

Stablecoin Development Corp announced a restructuring.

“The Company is currently unable to make a determination of the estimated amount or range of amounts of the charge that will result in future cash expenditures in connection with the Asset Sale Transaction, which transaction is subject to the satisfaction of closing conditions of the parties.”

Stablecoin Development Corp received a nyse_american deficiency notice notice regarding stockholders equity (rules 1003(a)(ii), 1003(a)(iii)).

“April 18, 2024, NovaBay Pharmaceuticals, Inc. (the “ Company ”) received a notification (“ Deficiency Letter ”) from the NYSE American LLC (the “ NYSE American ”) stating that the Company is not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “ Company Guide ”) requiring stockholders’ equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years and $6.0 million or more if the Company has reported losses”

Stablecoin Development Corp completed a disposition involving New Age Investments LLC for $1,070,000 (closed 2024-03-25).

“14, 2024. Pursuant to the Purchase Agreement, the Company sold 100% of the membership units (the “ Membership Units ”) of DERMAdoctor to Buyer for a closing purchase price of $1,070,000, as adjusted for the payment of certain outstanding DERMAdoctor indebtedness and transaction expenses. The closing of the DERMAdoctor Sale Transaction was subject to certain”

Stablecoin Development Corp incurred convertible notes of $525,000.

“on March 25, 2024, the Company issued the New Notes having an aggregate principal amount of $525,000 or will be convertible into an aggregate of 3,750,000 shares of Common Stock.”

Stablecoin Development Corp reported preliminary financial results for three and twelve months ended December 31, 2023.

“On March 14, 2024, the Company issued a press release announcing that it had entered into the Purchase Agreement and regarding its results for the three and twelve months ended December 31, 2023.”

Stablecoin Development Corp entered into Membership Unit Purchase Agreement with New Age Investments LLC valued at $1,070,000 (effective 2024-03-12).

“On March 12, 2024, NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), entered into a Membership Unit Purchase Agreement (the “ Purchase Agreement ”) by and among: (i) New Age Investments LLC, a Florida limited liability company (the “ Buyer ”); (ii) DERMAdoctor, LLC, a Missouri limited liability company (“ DERMAdoctor ”); and (iii) the Company.”

Stablecoin Development Corp entered into License Agreement with Sonoma Pharmaceuticals, Inc. (effective 2024-01-05).

“NovaBay Pharmaceuticals, Inc. (“we,” “us,” “our” and “NovaBay”) entered into a License and Distribution Agreement, dated January 5, 2024 (the “License Agreement”), with Sonoma Pharmaceuticals, Inc. (“Sonoma”), pursuant to which we granted Sonoma an exclusive, non-transferable license to use our Avenova brand for use by Sonoma for the sale, distribution, and marketing of Sonoma’s eye product Ocudox® and its other eyecare products (“Sonoma Products”) in the European Union (the "Territory").”

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).

“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.”

Dr. Audrey Kunin resigned as Chief Product Officer at Stablecoin Development Corp.

“On June 29, 2023, Dr. Audrey Kunin advised NovaBay Pharmaceuticals, Inc. (the “Company”) of her decision to retire and resign from her position as the Company’s Chief Product Officer effective as of November 5, 2023, the natural expiration of her Executive Employment Agreement, dated November 5, 2021.”

Stablecoin Development Corp: Reduced quorum requirement for stockholders' meetings from majority to one-third of voting power (effective 2023-06-13).

“On June 13, 2023, the Board of Directors of NovaBay Pharmaceuticals, Inc. (the “Company”) approved an amendment to Article III, Section 8 of its Bylaws, as amended and restated, changing the Company’s stockholders’ meeting quorum requirement from “the holders of a majority of the voting power of all of the outstanding shares of stock entitled to vote” to “the holders of 1/3 of the voting power of all of the outstanding shares of stock entitled to vote”.”

Stablecoin Development Corp shareholders approved To ratify the appointment by the Company's Audit Committee of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-09 meeting.

“To ratify the appointment by the Company's Audit Committee of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.”

Stablecoin Development Corp shareholders approved To elect the two (2) Class I directors nominated by the Company's Board of Directors to hold office for a term of three (3) years or until their respective successors are elected and qualified. at the 2023-06-09 meeting.

“On June 9, 2023, the Company held its 2023 Annual Meeting, at which the Company's stockholders voted on three (3) proposals, each of which is described in more detail in the Company's proxy statement filed with the Securities and Exchange Commission on May 18, 2023.”

Stablecoin Development Corp incurred convertible notes of $3.3 million aggregate principal amount with existing accredited institutional investors maturing eighteen (18) months from the date of issuance.

“of (i) $3.3 million aggregate principal amount of original issue discount senior secured convertible debentures due eighteen (18) months from the date of issuance”

Stablecoin Development Corp entered into Securities Purchase Agreement with existing accredited institutional investors valued at $3.3 million aggregate principal amount (effective 2023-04-27).

“On April 27, 2023, NovaBay Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with existing accredited institutional investors (the “Purchasers”) of the Company that provides for the issuance and sale in a private placement (the “Private Placement”) of (i) $3.3 million aggregate principal amount of original issue discount senior secured convertible debentures due eighteen (18) months from the date of issuance (the “Debentures”)”

Tommy Law was appointed as Interim Chief Financial Officer and Treasurer at Stablecoin Development Corp.

“Due to Mr. Jones’ departure, the Board of Directors of the Company appointed Tommy Law, currently the Company’s Controller, as the Company’s Interim Chief Financial Officer and Treasurer, effective February 16, 2023, until a permanent replacement can be found.”

Andrew Jones resigned as Chief Financial Officer and Treasurer at Stablecoin Development Corp.

“On January 19, 2023, Andrew Jones advised NovaBay Pharmaceuticals, Inc. (the “Company”) of his decision to voluntarily resign from his position as the Company’s Chief Financial Officer and Treasurer effective as of February 15, 2023.”

Stablecoin Development Corp: Filed Certificate of Designation for Series C Non-Voting Convertible Preferred Stock (effective 2022-11-17).

“Before the closing of the Private Placement described in Item 1.01 above, on November 17, 2022, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Preferred Stock (the “ Certificate of Designation ”) setting forth the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock, as summarized in the Private Placement Form 8-K with such summary incorporated herein by reference.”

Stablecoin Development Corp: Amended certificate of incorporation to effect a 1-for-35 reverse stock split (effective 2022-11-15).

“On November 14, 2022, the Company filed a certificate of amendment (“ Certificate of Amendment ”) providing for an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of 1-for-35 (the “ Reverse Stock Split ”). As provided in the Certificate of Amendment, the Certificate of Amendment and the Reverse Stock Split became effective on November 15, 2022.”

Stablecoin Development Corp entered into Registration Rights Agreement with Purchasers (effective 2022-11-18).

“In connection with the closing of the Private Placement, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with the Purchasers to register the Common Stock underlying the Series C Preferred Stock (the “ Series C Preferred Conversion Shares ”) and the Common Stock underlying the Warrants (the “ Warrant Shares ” and, together with the Series C Preferred Conversion Shares the “ Underlying Shares ”).”

Stablecoin Development Corp entered into Securities Purchase Agreement with institutional accredited investors valued at approximately $3.25 million (effective 2022-09-09).

“On September 9, 2022, NovaBay Pharmaceuticals, Inc. (the “ Company ”) announced that it entered into a Securities Purchase Agreement with the institutional accredited investors named therein (the “ Purchasers ”), relating to a private placement transaction to sell Company units (“ Units ”) consisting of of (i) a newly designated Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (“ Series C Preferred Stock ”), (ii) a new short-term Series A-1 warrant to purchase common stock (“ Short-Term Warrants ”), and (iii) a new long-term Series A-2 warrant to purchase common stock (“ Long-Term Warrants ” and, together with the Short-Term Warrants, the “ Warrants ”) (the “ Private Placement ”).”

Stablecoin Development Corp shareholders approved Adjournment of the special meeting, if necessary or appropriate at the 2022-11-10 meeting.

“3. To adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One and Proposal Two. For Against Abstain 37,800,071 4,421,419 430,420”

Stablecoin Development Corp shareholders approved Approval of amendment to Certificate of Incorporation to effect a reverse stock split at the 2022-11-10 meeting.

“2. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of the Company’s Common Stock, issued and outstanding or held in treasury at a ratio of not less than 1-for-10 and not more than 1-for-35 (the “ Reverse Stock Split ”), and to grant authorization to the Company’s Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within the above share range and the timing of the Reverse Stock Split becoming effective or to abandon the Reverse Stock Split. For Against Abstain 37,507,313 5,050,133 94,464”

Stablecoin Development Corp shareholders approved Approval of issuance of shares upon exercise of warrants and conversion of preferred stock at the 2022-11-10 meeting.

“1. To approve, as required by and in accordance with Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 96,468,114 shares of the Company’s Common Stock (i) upon exercise of the Amended Warrants and the New Reprice Warrants issued as part of the Company’s Warrant Reprice Transactions entered into on September 9, 2022 (each as discussed and defined in the Proxy Statement) and (ii) the conversion of the Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share, and the exercise of the Long-Term Warrants and the Short-Term Warrants to be issued upon the closing of the Private Placement (each as discussed and defined in the Proxy Statement), including any additional shares of Common Stock due to an increase as a result of applicable anti-dilution adjustments. For Against Abstain Broker Non-Votes 1 27,129,832 4,018,279 89,375 11,414,424”

Yongxiang (Sean) Zheng was appointed as Director at Stablecoin Development Corp.

“the Board appointed Mr. Yongxiang (Sean) Zheng to fill the vacancy on the Board resulting from the resignation of Mr. Li.”

Xinzhou (Paul) Li resigned as Director at Stablecoin Development Corp.

“Xinzhou (Paul) Li informed the Board that he will resign as a member of the Company’s Board, with such resignation to be effective immediately.”

Julie Garlikov was appointed as Director at Stablecoin Development Corp.

“Effective January 27, 2022, the Board also appointed Ms. Garlikov to serve as an independent Class II director of the Company to serve until the Company’s 2024 Annual Meeting of Stockholders”

Audrey Kunin was appointed as Director at Stablecoin Development Corp.

“Effective January 27, 2022, the Board appointed Dr. Kunin to serve as a Class I director of the Company to serve until the Company’s 2023 Annual Meeting of Stockholders”

Dr. Jeff Kunin was appointed as President at Stablecoin Development Corp.

“Drs. Audrey Kunin and Jeff Kunin were appointed to serve as DERMAdoctor’s Chief Product Officer and President, respectively.”

Dr. Audrey Kunin was appointed as Chief Product Officer at Stablecoin Development Corp.

“Drs. Audrey Kunin and Jeff Kunin were appointed to serve as DERMAdoctor’s Chief Product Officer and President, respectively.”