Stablecoin Development (NYSE: SDEV) adds 22.6M shares in cashless warrant exercise

Rhea-AI Filing Summary

Stablecoin Development Corporation amended October 2025 pre-funded warrants held by R01 Fund LP and Framework Ventures IV L.P. to remove certain exercise restrictions, leading both holders to fully exercise on a cashless basis.

Each holder received 11,307,300 shares of common stock after 24,720 shares were withheld as the cashless exercise price, resulting in an aggregate issuance of 22,614,600 new shares. Because the exercise was cashless, the company did not receive cash proceeds from these warrant exercises. Following these issuances, 50,449,780 shares of common stock were issued and outstanding as of June 15, 2026, meaning existing shareholders experienced a significant increase in the total share count.

Positive

• None.

Negative

• Significant share dilution without cash proceeds: Amendment and cashless exercise of October 2025 pre-funded warrants led to issuance of 22,614,600 new shares, increasing total outstanding to 50,449,780 as of June 15, 2026 while the company did not receive cash from these exercises.

Insights

Equity capital markets analyst

Large cashless warrant exercise significantly increases SDEV share count without cash proceeds.

Stablecoin Development Corporation amended October 2025 pre-funded warrants for R01 Fund LP and Framework Ventures IV L.P., removing exercise restrictions. This immediately triggered full cashless exercises, issuing 22,614,600 new common shares in total to the two investors.

The company states each investor received 11,307,300 shares after withholding 24,720 shares as the cashless exercise price, so no cash proceeds were generated. Post-transaction, 50,449,780 shares are outstanding as of June 15, 2026, indicating significant dilution relative to the prior share count for existing common shareholders.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares issued on exercise: 22,614,600 shares Shares per holder received: 11,307,300 shares Shares withheld per holder: 24,720 shares +2 more

5 metrics

Shares issued on exercise 22,614,600 shares Aggregate common shares issued from October 2025 pre-funded warrant exercises

Shares per holder received 11,307,300 shares Common shares received by each of R01 Fund LP and Framework Ventures IV L.P.

Shares withheld per holder 24,720 shares Common shares withheld from each holder as cashless exercise price

Shares outstanding after exercise 50,449,780 shares Total common stock issued and outstanding as of June 15, 2026

Amended instrument October 16, 2025 pre-funded warrants Amended by Amendment No. 1 to remove certain exercise restrictions

Key Terms

pre-funded warrants, cashless basis, Material Definitive Agreement, Material Modification to Rights of Security Holders, +1 more

5 terms

pre-funded warrants financial

"to amend the pre-funded warrants originally issued 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.

cashless basis financial

"fully exercised their respective October Pre-Funded Warrants on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Material Modification to Rights of Security Holders regulatory

"Item 3.03 Material Modification to Rights of Security Holders"

Amendment No. 1 to Pre-Funded Warrant financial

"Amendment No. 1 to Pre-Funded Warrant, entered into by each of R01 and Framework"

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false 0001389545 0001389545 2026-06-12 2026-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

Stablecoin Development Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-33678		68-0454536
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Powell Street, Suite 1150, Emeryville, CA 94608

(Address of principal executive offices and zip code)

(510) 899-8800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SDEV		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Amendment to October 2025 Pre-Funded Warrants

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. Following the amendment of the October 2025 Pre-Funded Warrants, each of R01 and Framework fully exercised their respective October Pre-Funded Warrants on a cashless basis. As such, each of R01 and Framework received 11,307,300 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), after the withholding of 24,720 shares of Common Stock, representing the cashless exercise price, resulting in the issuance by the Company of an aggregate of 22,614,600 shares of Common Stock. Following such exercise, as of June 15, 2026, 50,449,780 shares of Common Stock are issued and outstanding.

The foregoing description of the October 2025 Pre-Funded Warrants is qualified in its entirety by reference to the full text of the Amendment No. 1 to Pre-Funded Warrant, entered into by each of R01 and Framework, the form of which is attached to this Current Report on Form 8-K as Exhibit 4.1.

Item 3.03 Material Modification to Rights of Security Holders

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 1 to Pre-Funded Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 17, 2026	Stablecoin Development Corporation
	By:	/s/ Michael Kazley
		Name:	Michael Kazley
		Title:	Chief Executive Officer

FAQ

What did Stablecoin Development Corporation (SDEV) announce in this 8-K?

Stablecoin Development Corporation disclosed amendments to October 2025 pre-funded warrants held by R01 Fund LP and Framework Ventures IV L.P. The amendments removed certain exercise restrictions, leading both investors to fully exercise their warrants on a cashless basis and receive newly issued common shares.

How many new SDEV shares were issued from the warrant exercises?

An aggregate of 22,614,600 new SDEV common shares were issued when R01 Fund LP and Framework Ventures IV L.P. fully exercised their October 2025 pre-funded warrants on a cashless basis, following removal of certain exercise restrictions through Amendment No. 1 to the warrants.

How many SDEV shares did each warrant holder receive?

Each of R01 Fund LP and Framework Ventures IV L.P. received 11,307,300 shares of Stablecoin Development Corporation common stock after 24,720 shares were withheld as the cashless exercise price, according to the company’s description of the October 2025 pre-funded warrant exercises.

Did Stablecoin Development Corporation receive cash from these warrant exercises?

No, the company did not receive cash proceeds because the October 2025 pre-funded warrants held by R01 and Framework were exercised on a cashless basis, with 24,720 shares of common stock withheld from each holder as payment of the exercise price.

What is SDEV’s total common shares outstanding after the transactions?

Following the cashless warrant exercises, Stablecoin Development Corporation reported 50,449,780 shares of common stock issued and outstanding as of June 15, 2026, reflecting the impact of the 22,614,600 newly issued shares from the amended October 2025 pre-funded warrants.

How were SDEV shareholder rights affected by the warrant amendments?

The company notes a material modification to security holder rights by referencing the warrant amendments under Item 3.03. Removing exercise restrictions on the October 2025 pre-funded warrants allowed immediate cashless exercises, increasing the number of outstanding common shares and affecting relative ownership percentages.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 100.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB