Michael Kazley, serving as the Chief Executive Officer of Stablecoin Development Corp (NASDAQ:SDEV), conducted an indirect sale of common stock amounting to $26,944 on June 15, 2026. This disposition was not a direct market sale but rather the result of a cashless exercise of pre-funded warrants. The transaction involved the transfer of 24,720 shares of Stablecoin Development Corp common stock, which were effectively priced at $1.09 per share during the exercise process. At the time of the filing, the company's stock was trading at $1.19, reflecting a market capitalization of $32.54 million. Despite the recent trading activity, the stock has experienced a substantial decline of approximately 92% over the preceding six-month period. Current market analysis suggests that the shares are trading in close proximity to their estimated fair value.
The broader context of this transaction involves a massive acquisition of shares by entities associated with Mr. Kazley. Through vehicles designated as R01 Entities, Mr. Kazley exercised pre-funded warrants to secure 11,307,300 shares of Stablecoin Development Corp common stock. The initial exercise price for these warrants was established at a minimal $0.0024 per share. The total number of shares initially set for these pre-funded warrants was 1,081,082. However, due to the application of anti-dilution provisions, this figure was significantly adjusted upward to 22,664,040 shares. This adjustment also necessitated a corresponding reduction in the exercise price of the warrants.
The cashless exercise mechanism functioned by withholding 24,720 shares from the total acquired pool to cover the costs associated with the warrant exercise. This withholding process effectively accounted for the disposition of shares mentioned in the initial reporting. Following the settlement of these costs, a net total of 11,307,300 shares were issued to the Reporting Person. All reported transactions were executed indirectly through the R01 Entities. Mr. Kazley holds the position of managing member of R01 Capital Manager LLC, which acts as the investment manager for R01 Capital LLC. R01 Capital LLC serves as the general partner of R01 Fund LP. The R01 Entities have formally disclaimed beneficial ownership of these shares, maintaining this disclaimer except to the extent of their direct pecuniary interest in the holdings.
These insider transactions occur against a backdrop of significant corporate restructuring and financial restatements. Stablecoin Development Corp recently announced that its audited consolidated financial statements for the fiscal year ending December 31, 2025, should not be relied upon due to identified accounting errors. The errors primarily centered on the calculation of shares related to the pre-funded warrants. The company has also undergone a formal name change from NovaBay Pharmaceuticals, Inc. to Stablecoin Development Corporation. This rebranding, effective April 2, 2026, was implemented through an amendment to the certificate of incorporation and did not require a shareholder vote. The company began trading under the new name and ticker symbol "SDEV" on April 6, 2026. All these developments were disclosed in filings submitted to the Securities and Exchange Commission.