Framework Ventures (NASDAQ: NBY) updates 44.5% ownership stake

Rhea-AI Filing Summary

Stablecoin Development Corp’s major shareholder Framework Ventures has updated its ownership disclosure. Framework Ventures IV L.P. and related reporting persons now beneficially own 22,152,695 shares of Common Stock of Stablecoin Development Corp, representing about 44.5% of the company’s outstanding shares as of April 29, 2026.

The filing explains that this Amendment No. 3 reflects anti-dilution adjustments to Pre-Funded Warrants issued on October 16, 2025, which increased the shares issuable under those warrants to 113,320,197 as of December 31, 2025, and the issuer’s 1-for-5 reverse stock split effective February 20, 2026, which adjusted the warrant shares to 22,664,040.

Insights

Equity ownership & governance analyst

Framework Ventures reports a 44.5% stake in Stablecoin Development Corp after warrant adjustments and a reverse split.

The filing shows Framework Ventures IV L.P. and related entities beneficially own 22,152,695 shares of Common Stock, or 44.5% of Stablecoin Development Corp, based on 49,779,686 shares outstanding as of April 29, 2026. Voting and dispositive power over all reported shares is shared, with no sole authority.

Amendment No. 3 is driven by mechanics rather than new open-market buying, specifically anti-dilution adjustments to Pre-Funded Warrants issued on October 16, 2025 and a 1-for-5 reverse stock split effective February 20, 2026. The warrant adjustments increased issuable shares to 113,320,197 as of December 31, 2025, then to 22,664,040 after the reverse split.

The reporting persons state that no one else has the right to receive dividends or sale proceeds from these shares, and they note that other related entities and individuals may be deemed beneficial owners but disclaim such ownership beyond their pecuniary interest. The filing also indicates no reported Common Stock transactions by these holders in the previous 60 days.

Key Figures

Beneficial ownership shares: 22,152,695 shares Ownership percentage: 44.5% Shares outstanding: 49,779,686 shares +4 more

7 metrics

Beneficial ownership shares 22,152,695 shares Subject Shares beneficially owned by reporting persons

Ownership percentage 44.5% Portion of Common Stock outstanding as of April 29, 2026

Shares outstanding 49,779,686 shares Common Stock outstanding as of April 29, 2026

Pre-Funded Warrant shares pre-split 113,320,197 shares Common Stock issuable upon exercise as of December 31, 2025

Pre-Funded Warrant shares post-split 22,664,040 shares Common Stock issuable after 1-for-5 reverse split on February 20, 2026

Reverse split ratio 1-for-5 Reverse stock split effective February 20, 2026

Shared voting power 22,152,695 shares Shared power to vote or direct the vote

Key Terms

Pre-Funded Warrants, reverse stock split, beneficially own, shared voting power, +1 more

5 terms

Pre-Funded Warrants financial

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

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.

reverse stock split financial

"the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

beneficially own financial

"The Reporting Persons beneficially own an aggregate of 22,152,695.00 shares of Common Stock"

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.

shared voting power financial

"Shared power to vote or direct vote: 22,152,695.00 shares of Common Stock"

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.

shared dispositive power financial

"Shared power to dispose or direct the disposition: 22,152,695.00 shares of Common Stock"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Stablecoin Development Corp

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

66987P508

(CUSIP Number)

FRAMEWORK VENTURES IV L.P.
600 Montgomery Street, Floor 42
San Francisco, CA, 94111
628-233-0357

(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

Framework Ventures IV L.P.

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. 3 is being filed to update the beneficial ownership of the Reporting Persons to reflect (i) anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 113,320,197 as of December 31, 2025, and (ii) the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants was adjusted to 22,664,040. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Framework Ventures Management 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. 3 is being filed to update the beneficial ownership of the Reporting Persons to reflect (i) anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 113,320,197 as of December 31, 2025, and (ii) the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants was adjusted to 22,664,040. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Framework Ventures IV GP 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. 3 is being filed to update the beneficial ownership of the Reporting Persons to reflect (i) anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 113,320,197 as of December 31, 2025, and (ii) the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants was adjusted to 22,664,040. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Spencer Vance

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)

IN

Comment for Type of Reporting Person:

This Amendment No. 3 is being filed to update the beneficial ownership of the Reporting Persons to reflect (i) anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 113,320,197 as of December 31, 2025, and (ii) the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants was adjusted to 22,664,040. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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

Anderson Michael Ernest

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)

IN

Comment for Type of Reporting Person:

This Amendment No. 3 is being filed to update the beneficial ownership of the Reporting Persons to reflect (i) anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 113,320,197 as of December 31, 2025, and (ii) the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants was adjusted to 22,664,040. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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 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. 3 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, and as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 21, 2026 (as amended, the "Statement") by Framework Ventures IV L.P. ("Framework") with respect to the Common Stock of NovaBay Pharmaceuticals, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. This Amendment No. 3 is being filed to update the beneficial ownership of the Reporting Persons to reflect (i) anti-dilution adjustments under certain pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 113,320,197 as of December 31, 2025, and (ii) the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants was adjusted to 22,664,040. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, 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. Unless amended or otherwise stated below, the information for Framework in the Statement remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own an aggregate of 22,152,695.00 shares of Common Stock (the "Subject Shares"). The Subject 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.
(b)	1. Sole power to vote or direct vote: 0.00 2. Shared power to vote or direct vote: 22,152,695.00 shares of Common Stock 3. Sole power to dispose or direct the disposition: 0.00 4. Shared power to dispose or direct the disposition: 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.

Framework Ventures IV L.P.

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	04/30/2026

Framework Ventures Management LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	04/30/2026

Framework Ventures IV GP LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	04/30/2026

Spencer Vance

Signature:	/s/ Vance Spencer
Name/Title:	Vance Spencer
Date:	04/30/2026

Anderson Michael Ernest

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson
Date:	04/30/2026

FAQ

How many Stablecoin Development Corp (NBY) shares does Framework Ventures beneficially own?

Framework Ventures IV L.P. and related reporting persons beneficially own 22,152,695 shares of Stablecoin Development Corp Common Stock. This stake is calculated against 49,779,686 shares outstanding as of April 29, 2026, and represents a significant disclosed ownership position.

What percentage of Stablecoin Development Corp (NBY) does Framework Ventures’ stake represent?

The reporting persons’ 22,152,695 shares represent approximately 44.5% of Stablecoin Development Corp’s outstanding Common Stock. This percentage is based on 49,779,686 shares outstanding as of April 29, 2026, giving Framework Ventures and affiliates substantial influence over shareholder voting outcomes.

Why did Framework Ventures file Amendment No. 3 to its Schedule 13D for NBY?

Amendment No. 3 updates beneficial ownership to reflect anti-dilution adjustments to Pre-Funded Warrants and a 1-for-5 reverse stock split. These changes altered how many shares of Common Stock are issuable under the warrants, requiring an updated ownership calculation for regulatory disclosure.

How did the Pre-Funded Warrants affect Framework Ventures’ NBY share count?

Pre-Funded Warrants issued on October 16, 2025 underwent anti-dilution adjustments after dilutive Common Stock issuances in Q4 2025. These adjustments increased warrant-based shares to 113,320,197 as of December 31, 2025, before later being adjusted for the 1-for-5 reverse stock split.

What was the impact of the 1-for-5 reverse stock split on the NBY warrants?

Stablecoin Development Corp’s 1-for-5 reverse stock split, effective February 20, 2026, reduced the number of shares issuable upon exercise of the Pre-Funded Warrants. After this split, the warrant shares were adjusted to 22,664,040, aligning with the new post-split share structure.

Do Framework Ventures and affiliates have sole or shared voting power over their NBY shares?

The reporting persons report zero sole voting or dispositive power and shared voting and dispositive power over 22,152,695 shares. This means voting and disposition decisions for these shares are exercised jointly among the reporting persons rather than individually by any one entity or person.

Have Framework Ventures or its affiliates traded NBY Common Stock recently?

The filing states that, except as described in the statement, none of the reporting persons have effected any transaction in Stablecoin Development Corp Common Stock during the past 60 days. This indicates no additional recent trading activity beyond what the amendment already reflects.