Stablecoin Development Corp (SDEV) SEC Filings

Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V., and Giancarlo Devasini report beneficial ownership of 5,617,689 shares of Stablecoin Development Corp common stock through warrants. This represents 9.99% of the outstanding common stock, calculated using 50,615,437 issued and outstanding shares plus the warrant shares.

The warrants held by Tether Investments are subject to an Ownership Limitation that caps aggregate beneficial ownership of the reporting persons and their affiliates at 9.99%. They disclaim beneficial ownership of an additional 16,257,311 shares of common stock that could otherwise be issued upon conversion of the remaining warrants because exercising them would exceed this cap.

Stablecoin Development Corporation has filed a shelf registration to permit selling stockholders to resell up to 212,876,259 shares of common stock. This consists of 45,337,032 already-issued shares and up to 167,539,227 shares underlying January 2026 pre-funded warrants with a $0.05 per-share exercise price.

The company is not selling shares in this offering and will not receive proceeds from stockholder resales; it will receive only the warrant exercise price if exercised for cash, which it plans to use for general corporate purposes, including acquiring additional digital assets. Resales are contractually limited to 10% of the trailing 30-day average trading volume per day for each purchaser.

Stablecoin Development is an on-chain holding company focused on protocol-aligned digital asset ecosystems, initially the Sky Protocol. As of June 30, 2026, it held 2,286,511,374 SKY tokens, about 10% of SKY’s total supply, deployed in staking and governance activities. As of July 27, 2026, common shares outstanding were 50,615,437, so full warrant exercise would materially increase the share count over time.

Stablecoin Development Corporation reported second-quarter 2026 results reflecting growing staking activity and significant non-cash volatility tied to SKY token prices. For the quarter ended June 30, 2026, the company generated $2.2 million of staking revenue and recorded a $53.8 million operating loss, including a $50.6 million non-cash unrealized loss on digital assets. General and administrative expenses were $5.4 million, of which $3.2 million was stock-based compensation, resulting in cash operating expenses of about $2.2 million, roughly matching staking revenue.

For the first half of 2026, staking revenue was $4.7 million and the operating loss was $31.6 million, while GAAP net income of $511.3 million was driven almost entirely by fair-value accounting for pre-funded warrants rather than core operations. As of June 30, 2026, the company held 2,286,511,374 SKY tokens, approximately 10% of total SKY supply, with a fair value of $119.2 million, alongside $7.0 million in cash, total liabilities of $0.3 million, and no debt or warrant liabilities. By July 27, 2026, SKY holdings had increased modestly and were valued at about $128.0 million based on market prices, and the company had completed a cashless exercise of earlier pre-funded warrants, simplifying its capital structure while maintaining substantial exposure to the Sky Protocol ecosystem.

Stablecoin Development Corporation, formerly NovaBay Pharmaceuticals, has repositioned as an on‑chain holding company focused on the Sky Protocol. By June 30, 2026, total assets rose to $127.5 million, driven by $119.2 million of SKY tokens, representing about 10% of SKY’s total supply and roughly 94% of the company’s assets.

For the three months ended June 30, 2026, the company generated $2.2 million of staking revenue but reported a $41.1 million net loss from continuing operations, mainly due to a $50.6 million unrealized loss on digital assets. For the six‑month period, net income from continuing operations was $511.3 million, dominated by large non‑cash fair‑value adjustments on warrant liabilities, including a $5.3 billion loss at issuance and a $5.8 billion subsequent gain.

Operating cash outflow from continuing operations was $7.8 million for the first half of 2026, while $33.5 million was used to build the SKY position, funded by a $134.0 million January 2026 private placement of pre‑funded warrants and $15.2 million raised via an at‑the‑market program. Liquidity includes $7.1 million of cash and $84.5 million of remaining ATM capacity, but results and balance sheet are highly concentrated in SKY tokens, which are largely self‑custodied with a single key‑management provider.

A group led by Framework Ventures IV L.P., together with Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, reports beneficial ownership of 47,723,141 shares of Stablecoin Development Corp common stock, representing approximately 46.7% of the outstanding class.

Amendment No. 6 to their Schedule 13D reflects the vesting of the second tranche of Pre-Funded Warrants to purchase 15,032,775 shares, equal to 30% of the total shares issuable under Pre-Funded Warrants issued on January 16, 2026. The ownership calculation uses 50,449,780 shares outstanding as of June 15, 2026 and also assumes vesting of 26,839,986 shares underlying Pre-Funded Warrants held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, which are considered part of a "group" with the reporting persons under Rule 13d-3. The group has shared, but no sole, voting and dispositive power over the Subject Shares and reports no other transactions in the past 60 days.

Stablecoin Development Corp has an updated ownership disclosure reflecting the vesting of a second tranche of pre-funded warrants to purchase 16,103,992 shares, equal to 30% of the total shares issuable under pre-funded warrants issued on January 16, 2026.

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC together beneficially own 49,508,502 shares of common stock, representing 48.4% of the class, including shares underlying vested pre-funded warrants. Michael Kazley beneficially owns 53,627,330 shares, or 52.4% of the common stock.

These percentages use 50,449,780 shares outstanding as of June 15, 2026 and also include 25,054,625 shares issuable upon vesting of pre-funded warrants held by affiliated Framework Ventures entities treated as part of the same group. The reporting persons share voting and dispositive power over 49,508,502 shares, and Kazley additionally has sole dispositive power over 4,118,828 shares.

Stablecoin Development Corp reports initial insider holdings for new Chief Operating Officer Henry Blynn. Blynn holds 1,400,000 time-based restricted stock units (RSUs) granted on April 1, 2026 under the 2026 Equity Incentive Plan, each RSU representing one common share. The RSUs vest in three equal annual installments on February 16, 2027, 2028 and 2029, subject to his continued service. Blynn became a Section 16 reporting person on July 15, 2026, when he was appointed COO.

Sky Frontier Foundation, a Cayman Islands non-U.S. foundation, filed Amendment No. 1 to its Schedule 13D regarding the common stock of Stablecoin Development Corp. It may be deemed to beneficially own 4,000,000 shares issuable upon exercise of the first tranche of a Warrant within 60 days, representing approximately 7.4% of the outstanding common stock.

This change in percentage results solely from an increase in issuer shares outstanding to 50,449,780 as of June 15, 2026, following cashless exercises of October 2025 pre-funded warrants by R01 Fund LP and Framework Ventures IV L.P. Sky Frontier has not exercised any portion of the Warrant, currently holds no common shares, and has not changed its previously stated investment intent. It disclaims beneficial ownership of additional shares beyond the Beneficial Ownership Limitation, including second and third warrant tranches not exercisable within 60 days; upon any exercise of the first tranche, it would have sole voting and dispositive power over those 4,000,000 shares.

Stablecoin Development Corporation appointed Henry Blynn as Chief Operating Officer effective July 15, 2026. Blynn previously served as the company’s Head of Business Operations and Strategy and has prior experience in digital asset funds, crypto brokerage, private equity, and investment banking.

Under an amended and restated employment agreement dated July 16, 2026, Blynn receives a $300,000 base salary and is eligible for an annual cash bonus targeting 50% of base salary. In certain terminations without Cause or for Good Reason he is entitled to severance benefits, with salary continuation and health-benefit premiums increased to 12 months and paid in a lump sum if such termination occurs within 12 months of a change in control event.

The Compensation Committee previously granted Blynn 1,400,000 time-based RSUs that vest in three equal installments on February 16, 2027, January 16, 2028, and January 16, 2029, subject to continued employment and with accelerated vesting in specified termination and transaction scenarios. The Board also set CEO Michael Kazley’s 2027 base salary at $400,000, effective January 1, 2027, while his target annual bonus remains at least 100% of base salary.