Insider Trading June 17, 2026 08:32 PM

Stablecoin Development CEO Michael Kazley Executes Cashless Warrant Exercise, Sells $26,944 in Shares

Insider activity coincides with corporate restructuring and financial restatement as SDEV shares trade near 52-week lows.

By Nina Shah
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SDEV

Michael Kazley, the Chief Executive Officer and Director of Stablecoin Development Corp (NASDAQ:SDEV), along with affiliated entities including R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC, has reported significant insider transactions involving the sale of common stock and the exercise of pre-funded warrants. The activity, disclosed in a Form 4 filing with the Securities and Exchange Commission on June 17, 2026, covers transactions executed on June 15, 2026. This insider movement occurs against a backdrop of substantial price weakness for SDEV shares, which are trading at $1.19, hovering near their 52-week low of $1.00. The stock has experienced a decline of over 91% in the past six months. Despite this price performance, analysis indicates that the company maintains a balance sheet with more cash than debt. Concurrently, the company announced a restatement of its 2025 financial statements due to an accounting error related to pre-funded warrants, alongside a recent corporate name change from NovaBay Pharmaceuticals, Inc. to Stablecoin Development Corporation, effective April 2, 2026, with trading under the new ticker SDEV beginning April 6, 2026.

Stablecoin Development CEO Michael Kazley Executes Cashless Warrant Exercise, Sells $26,944 in Shares
SDEV
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Key Points

  • Insider transactions involve the sale of 24,720 shares at $1.09 per share and the cashless exercise of pre-funded warrants resulting in a net issuance of 11,307,300 shares.
  • The company is restating its 2025 financial statements due to an accounting error in pre-funded warrant calculations, which involved an anti-dilution adjustment increasing issuable shares to 22,664,040.
  • Stablecoin Development Corp completed a corporate name change from NovaBay Pharmaceuticals, Inc., effective April 2, 2026, with trading under the new ticker SDEV beginning April 6, 2026.

Michael Kazley, serving as the Chief Executive Officer, Director, and a 10% owner of Stablecoin Development Corp (NASDAQ:SDEV), has reported a series of transactions involving the sale of company shares and the exercise of pre-funded warrants. The reporting persons, which include affiliated entities R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC, disclosed these activities in a Form 4 filing submitted to the Securities and Exchange Commission on June 17, 2026. The transactions in question occurred on June 15, 2026.

This insider activity takes place as SDEV shares trade at $1.19, a price point near the stock's 52-week low of $1.00. The equity has experienced significant downward pressure, declining over 91% over the past six months. According to analysis, the company holds more cash than debt on its balance sheet, a structural detail that persists despite the recent weakness in the stock price.

In the reported transactions, the reporting persons sold 24,720 shares of Stablecoin Development Corp common stock at a price of $1.09 per share, resulting in a total sale value of $26,944. This sale was executed as part of a cashless exercise of pre-funded warrants.

Concurrently with the sale, the reporting persons acquired 11,332,020 shares of common stock through the exercise of these pre-funded warrants. The exercise price for the warrants was established at $0.0024 per share. The mechanism of the cashless exercise required the withholding of 24,720 warrant shares to cover the exercise price. This process resulted in a net issuance of 11,307,300 shares to the reporting persons.

In broader corporate developments, Stablecoin Development Corp announced that it will restate its financial statements for the year 2025. The restatement is necessitated by an accounting error related to pre-funded warrants. The company disclosed that the error pertained to the calculation of shares issuable upon the exercise of these warrants. Initially, the warrants were set to allow the purchase of 1,081,082 shares at $0.05 per share. Following an anti-dilution adjustment, the number of shares issuable increased to 22,664,040, and the exercise price was reduced to $0.002385 per share. This adjustment was required following the conversion of Series D and Series E preferred stock into 24 million shares of common stock.

Additionally, the company announced a corporate name change from NovaBay Pharmaceuticals, Inc. to Stablecoin Development Corporation. This change became effective on April 2, 2026. The company began trading under the new name and the ticker symbol “SDEV” on April 6, 2026. The name change was implemented without requiring a stockholder vote and does not affect stockholder rights. As part of its recent corporate actions, the company also granted executive equity awards.

The stock price data indicates a current price of $1.19, reflecting a change of +0.0800 (+7.21%) with the market closed at 15:59:59 USD. After hours trading shows a price of $1.20, reflecting a change of +0.0100 (+0.84%) at 20:24:10. The trading activity spans multiple timeframes including 1D, 1W, 1M, 6M, 1Y, 5Y, and Max, with chart data points recorded at 14:00, 16:00, 16:30, 17:00, 17:30, 18:00, 18:30, and 19:30, showing price levels between 1.1 and 1.3.

Risks

  • The company faces financial restatement requirements due to accounting errors in warrant calculations, which may impact investor confidence and regulatory compliance.
  • SDEV shares have declined over 91% in the past six months, trading near a 52-week low of $1.00, indicating significant market volatility and potential liquidity risks.
  • The conversion of preferred stock to common stock and subsequent warrant adjustments have altered the capital structure, introducing uncertainty regarding future dilution and shareholder value.

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