Stablecoin Development Corp 8-K

What Happened
Stablecoin Development Corp (formerly NovaBay Pharmaceuticals, Inc.) filed an 8‑K reporting three material actions: (1) a corporate name change to Stablecoin Development Corporation (ticker changing to SDEV), effective April 2, 2026 (trading expected April 6, 2026); (2) adoption and shareholder approval of a NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan and Committee approval of large restricted stock unit grants on March 31, 2026; and (3) new employment agreements for CEO Michael Kazley and CFO Tommy Law effective March 31, 2026. The filings and award agreements are included as exhibits to the 8‑K.

Key Details

• Name change: Certificate of Amendment filed April 1, 2026, effective April 2, 2026; ticker expected to change to SDEV on April 6, 2026. No stockholder vote was required.
• 2026 Equity Incentive Plan: Initial share pool of 22,223,927 shares, with automatic annual increases and other adjustments; up to 32,896,841 shares may be delivered in satisfaction of incentive stock options (per plan language). Plan approved by stockholders on March 12, 2026.
• CEO and CFO awards (Compensation Committee approved March 31, 2026): CEO Michael Kazley granted 4,118,828 time‑based RSUs and 15,445,603 performance‑based RSUs (PSUs); CFO Tommy Law granted 300,000 RSUs. Vesting: Kazley’s time‑based RSUs vest 100% on Feb 16, 2027; Law’s time‑based RSUs vest in three equal installments (Feb 16, 2027; Jan 16, 2028; Jan 16, 2029). Kazley’s PSUs are earned by meeting stock price and digital‑asset NAV hurdles over a five‑year performance period, then vest quarterly over two years after achievement (subject to a 13‑month cliff).
• Employment terms: Both agreements effective Mar 31, 2026. Kazley: no base salary until Jan 1, 2027, then $200,000/year; ineligible for annual cash bonus until 2027 (Board to set target ≥100% of base going forward); target annual equity grants of at least 0.15% fully‑diluted equity. Law: base salary $200,000/year from effective date; bonus target 50% of base. Severance: Kazley generally 12 months pay (18 months if within 24 months of change‑in‑control) plus prorated bonus and health premiums; Law generally 6 months pay (12 months if within 12 months of change‑in‑control) plus prorated bonus and health premiums. Both agreements include non‑compete during employment and 12‑month non‑solicit post‑termination.

Why It Matters

• Dilution and concentration: The 2026 Plan’s initial share pool (22.2M) and the very large awards granted to the CEO (combined ~19.56M RSU/PSU) could be materially dilutive if PSUs are earned and awards settle in shares. Retail investors should note the potential share issuance and concentration of equity awards to the CEO.
• Strategic signal: The legal name and ticker change to Stablecoin Development Corporation and the filing timing publicly confirm a corporate pivot from NovaBay’s prior biotech identity to a stablecoin/digital‑asset focus—this is a major strategic shift for the company and its investor base.
• Management stability and costs: New employment agreements create defined pay, bonus objectives, equity‑grant targets and severance obligations that affect future cash and equity compensation needs. No change to stockholder rights was made by the name change.