R01, Kazley update 13D stakes in Stablecoin Dev

Rhea-AI Filing Summary

R01 Fund and related entities filed Amendment No. 4 to their Schedule 13D on Stablecoin Development Corp to update beneficial ownership following anti-dilution adjustments to pre-funded warrants. Dilutive issuances of Common Stock in the fourth quarter of 2025 increased the shares issuable upon exercise of these warrants to 11,332,020 on a post‑reverse stock split basis. As a result, R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC together report beneficial ownership of 22,152,695 shares of Common Stock, representing 44.5% of the class, based on 49,779,686 shares outstanding as of April 29, 2026. Michael Kazley reports beneficial ownership of 26,271,523 shares, or 52.8% of the outstanding Common Stock, through direct and shared holdings.

Insights

Equity ownership & governance analyst

Amended Schedule 13D shows R01/Kazley now report over half of Stablecoin’s common shares.

The filing updates ownership after anti‑dilution adjustments on pre‑funded warrants issued on October 16, 2025. Dilutive Common Stock issuances in Q4 2025 increased the shares issuable under these warrants to 11,332,020 on a post‑reverse split basis.

On this basis, R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC report beneficial ownership of 22,152,695 shares, or 44.5% of the outstanding Common Stock. Michael Kazley reports 26,271,523 shares, or 52.8%, including 4,118,828 shares over which he has sole dispositive power.

These percentages rely on 49,779,686 Common shares outstanding as of April 29, 2026. Future company disclosures may further describe any changes in capital structure or warrant exercises that could affect these ownership levels.

Key Figures

R01 entities beneficial ownership: 22,152,695 shares R01 ownership percentage: 44.5% Kazley beneficial ownership: 26,271,523 shares +4 more

7 metrics

R01 entities beneficial ownership 22,152,695 shares Beneficially owned Common Stock; 44.5% of class based on 49,779,686 shares outstanding as of April 29, 2026

R01 ownership percentage 44.5% Percent of outstanding Common Stock based on 49,779,686 shares as of April 29, 2026

Kazley beneficial ownership 26,271,523 shares Beneficially owned Common Stock; includes direct and shared holdings

Kazley ownership percentage 52.8% Percent of outstanding Common Stock based on 49,779,686 shares as of April 29, 2026

Shares issuable under pre-funded warrants 11,332,020 shares Aggregate Common Stock issuable upon exercise after anti-dilution adjustments, post‑reverse stock split basis

Shares outstanding baseline 49,779,686 shares Common Stock outstanding as of April 29, 2026, used for ownership percentages

Kazley sole dispositive power 4,118,828 shares Shares of Common Stock over which Michael Kazley has sole dispositive power

Key Terms

beneficially own, pre-funded warrants, anti-dilution adjustments, Schedule 13D, +2 more

6 terms

beneficially own financial

"R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 22,152,695.00 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pre-funded warrants financial

"pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

anti-dilution adjustments financial

"to reflect anti-dilution adjustments under certain pre-funded warrants issued by the Issuer"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

shared voting power financial

"Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 22,152,695.00 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Sole power to dispose or direct the disposition: Michael Kazley: 4,118,828 shares of Common Stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What does Stablecoin Development Corp (NBY) disclose in this Schedule 13D/A?

The amendment updates large shareholder ownership in Stablecoin Development Corp. It shows R01-related entities and Michael Kazley reporting significant beneficial holdings after anti-dilution adjustments to pre-funded warrants issued in October 2025 increased the number of shares issuable upon exercise.

How many Stablecoin Development Corp shares do the R01 entities report owning?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC report beneficial ownership of 22,152,695 shares of Common Stock. Based on 49,779,686 shares outstanding as of April 29, 2026, this represents approximately 44.5% of Stablecoin Development Corp’s outstanding Common Stock.

What percentage of Stablecoin Development Corp does Michael Kazley beneficially own?

Michael Kazley reports beneficial ownership of 26,271,523 shares of Common Stock. Using 49,779,686 shares outstanding as of April 29, 2026, the filing states this represents about 52.8% of Stablecoin Development Corp’s outstanding Common Stock based on that share count.

What are the pre-funded warrants mentioned in the Stablecoin Development Corp (NBY) filing?

The pre-funded warrants were issued on October 16, 2025 to R01 Fund LP and other investors. Following dilutive Common Stock issuances in the fourth quarter of 2025, anti-dilution adjustments increased the aggregate number of shares issuable upon exercise of these warrants to 11,332,020 on a post-split basis.

How did anti-dilution adjustments affect ownership in Stablecoin Development Corp?

Anti-dilution adjustments increased the shares issuable under certain pre-funded warrants to 11,332,020. This change altered the number of shares R01 entities and Michael Kazley can beneficially own upon exercise, leading them to amend their Schedule 13D to reflect updated beneficial ownership percentages in the company.

What voting and dispositive powers are reported for R01 entities and Michael Kazley?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC each report zero sole voting and dispositive power but shared voting and dispositive power over 22,152,695 shares. Michael Kazley reports shared voting and dispositive power over 22,152,695 shares and sole dispositive power over 4,118,828 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 04:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Stablecoin Development Corp

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

66987P508

(CUSIP Number)

R01 FUND LP
1111 Lincoln Road, Suite 500
Miami Beach, FL, 33139
305-982-7994

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

R01 Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,152,695.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,152,695.00

11

Aggregate amount beneficially owned by each reporting person

22,152,695.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants") which, as a result of dilutive issuances of the Issuer's Common Stock during the fourth quarter of 2025, increased the aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 11,332,020 (on a post-reverse stock split basis). The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. All percentage calculations set forth herein are based on the aggregate of 49,779,686 shares of Common Stock outstanding as of April 29, 2026.

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

R01 Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,152,695.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,152,695.00

11

Aggregate amount beneficially owned by each reporting person

22,152,695.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants") which, as a result of dilutive issuances of the Issuer"s Common Stock during the fourth quarter of 2025, increased the aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 11,332,020 (on a post-reverse stock split basis). The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. All percentage calculations set forth herein are based on the aggregate of 49,779,686 shares of Common Stock outstanding as of April 29, 2026.

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

R01 Capital Manager LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,152,695.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,152,695.00

11

Aggregate amount beneficially owned by each reporting person

22,152,695.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants") which, as a result of dilutive issuances of the Issuer's Common Stock during the fourth quarter of 2025, increased the aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 11,332,020 (on a post-reverse stock split basis). The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. All percentage calculations set forth herein are based on the aggregate of 49,779,686 shares of Common Stock outstanding as of April 29, 2026.

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

Kazley Michael John

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,152,695.00
9	Sole Dispositive Power 4,118,828.00
10	Shared Dispositive Power 22,152,695.00

11

Aggregate amount beneficially owned by each reporting person

26,271,523.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

52.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants") which, as a result of dilutive issuances of the Issuer's Common Stock during the fourth quarter of 2025, increased the aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 11,332,020 (on a post-reverse stock split basis). The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. All percentage calculations set forth herein are based on the aggregate of 49,779,686 shares of Common Stock outstanding as of April 29, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Stablecoin Development Corp
(c)	Address of Issuer's Principal Executive Offices: 2000 POWELL STREET, SUITE 1150, EMERYVILLE, CALIFORNIA , 94608.
Item 1 Comment: Explanatory Note: This Amendment No. 4 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025, as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 20, 2026, and as amended and supplement by that certain Amendment No. 3 to Schedule 13D filed on April 2, 2026 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (f/k/a NovaBay Pharmaceuticals, Inc.) (the "Company"). This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants") which, as a result of dilutive issuances of the Issuer's Common Stock during the fourth quarter of 2025, increased the aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 11,332,020 (on a post-reverse stock split basis). Unless otherwise defined herein, capitalized terms used in this Amendment No. 4 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 22,152,695.00 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 44.5% of the outstanding shares of Common Stock, based on the aggregate of 49,779,686 shares of Common Stock outstanding as of April 29, 2026. Michael Kazley beneficially owns an aggregate of 26,271,523.00 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 52.8% of the outstanding shares of Common Stock, based on the aggregate of 49,779,686 shares of Common Stock outstanding as of April 29, 2026.
(b)	1. Sole power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 Shares of Common Stock Michael Kazley: 0 shares of Common Stock 2. Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 22,152,695.00 shares of Common Stock Michael Kazley: 22,152,695.00 shares of Common Stock 3. Sole power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 Shares of Common Stock Michael Kazley: 4,118,828 shares of Common Stock 4. Shared power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 22,152,695.00 shares of Common Stock Michael Kazley: 22,152,695.00 shares of Common Stock
(c)	Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

R01 Fund LP

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Principal
Date:	04/30/2026

R01 Capital LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	04/30/2026

R01 Capital Manager LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	04/30/2026

Kazley Michael John

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley
Date:	04/30/2026