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Stablecoin Development Corp director and CEO Michael John Kazley reported amended indirect holdings through the R01 Entities. The filing shows a conversion of derivative securities into 11,361,216 shares of Common Stock held indirectly and an indirect purchase of pre-funded warrants.
The pre-funded warrants, held by the R01 Entities, cover 11,332,020 shares of Common Stock at an exercise price of $0.01 per share and have no expiration date, remaining exercisable at any time. The amendment also reflects a 1-for-5 reverse stock split that adjusted prior Common Stock holdings from 56,806,080 shares to 11,361,216 shares.
Stablecoin Development Corp’s large shareholder group, including Framework Ventures IV L.P., updated its ownership to reflect a reverse stock split and warrant adjustments. The filing shows a derivative conversion into 11,361,216 shares of Common Stock and direct ownership of that amount after the transaction.
The group also holds Pre-Funded Warrants exercisable for 11,332,020 shares of Common Stock at a conversion price of $0.01 per share. The warrants were adjusted for anti-dilution protections and a 1-for-5 reverse stock split and have no expiration date, allowing exercise at any time.
Stablecoin Development Corp insider group led by R01 Fund LP reported a larger equity position through pre-funded warrants and a derivative conversion into common stock. They now hold 11,361,216 shares of Common Stock following these updates.
On October 16, 2025, the group bought 11,332,020 Pre-Funded Warrants, each exercisable into one share of Common Stock at an exercise price of $0.01 per share, with no expiration and exercisable at any time. A subsequent 1-for-5 reverse stock split effective February 20, 2026 reduced their Common Stock holdings from 56,806,080 to 11,361,216 shares and adjusted the warrants so that 56,660,098 pre-split underlying shares became 11,332,020 post-split underlying shares issuable upon exercise.
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.
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.
Stablecoin Development Corporation is restating its 2025 financial statements after misapplying anti-dilution provisions on October 2025 pre-funded warrants, which increased the related warrant liability by $608.6 million. This drove a 2025 net loss of $630.8 million, versus $7.2 million in 2024, largely from non-cash warrant-related losses.
The company has exited its legacy eyecare and skincare businesses and repositioned as an on-chain holding company focused on the Sky protocol ecosystem. By March 16, 2026 it held about 2.1 billion SKY tokens and had deployed approximately $70.7 million to acquire around 1.1 billion SKY tokens.
Management identified a material weakness in internal controls over equity-linked instruments, linked to the warrant error, and acknowledges related control remediation needs. Despite the large accounting losses, cash and cash equivalents were $8.0 million at December 31, 2025, and together with roughly $25.0 million from a January 2026 private placement and $13.5 million from a 2026 ATM program, are expected to fund operations at least through March 19, 2027.
Stablecoin Development Corporation announced that investors should no longer rely on its audited consolidated financial statements for the year ended December 31, 2025, due to an error in accounting for certain pre-funded warrants issued on October 16, 2025. An anti-dilution adjustment increased the shares issuable under these warrants from 1,081,082 to 22,664,040 and reduced the exercise price per share from $0.05 to $0.002385. This will increase the reported warrant liability as of December 31, 2025 from $30.4 million to $639.1 million and increase the net loss for 2025 from $22.1 million to $630.8 million. The company states these adjustments are entirely non-cash and do not affect cash, revenue, operating expenses, operating income, or cash flows. It plans to restate the 2025 financial statements in a Form 10-K/A and expects to reclassify the pre-funded warrants from a liability to equity in its financial statements for the quarter ended March 31, 2026, following stockholder approval on March 12, 2026.
Freiman Paul E. reported acquisition or exercise transactions in this Form 4 filing.
Stablecoin Development Corp director Freiman Paul E. received a grant of 140,000 restricted stock units (RSUs). These RSUs give him the right to receive an equal number of common shares at future dates if the vesting conditions are met.
The award vests in three equal installments: one-third on February 16, 2027, another third on January 16, 2028, and the final third on January 16, 2029. This is a compensation-related equity grant, not an open-market share purchase or sale.