Stablecoin Development Corp 8-K

What Happened
Stablecoin Development Corp (SDEV) announced on its April 29, 2026 8-K (Item 4.02) that its audit committee and management concluded the company’s previously issued audited consolidated financial statements for the year ended December 31, 2025, should no longer be relied upon. An accounting error involving pre‑funded warrants issued October 16, 2025 (the “Pre‑Funded Warrants”) misstated the number of shares issuable on exercise after anti‑dilution adjustments triggered by the October 21, 2025 conversion of Series D and Series E preferred stock. The adjustment increased shares issuable under the warrants from 1,081,082 to 22,664,040 and reduced the exercise price from $0.05 to $0.002385 per share. As a result, the company says warrant liability at December 31, 2025 will rise from $30.4 million to $639.1 million and reported net loss for 2025 will increase from $22.1 million to $630.8 million. These changes are non‑cash and do not affect cash, revenue, operating expenses, operating income, or cash flows. The company will file a Form 10‑K/A to restate the 2025 financial statements.

Key Details

• Pre‑Funded Warrants issued Oct 16, 2025 originally represented 1,081,082 shares at $0.05 exercise price; anti‑dilution adjustment raised that to 22,664,040 shares and cut exercise price to $0.002385.
• Warrant liability increases from $30.4M to $639.1M; 2025 net loss increases from $22.1M to $630.8M (all non‑cash).
• Warrants were classified as a liability at 12/31/2025 due to time/stockholder‑approval conditions (measurement input $5.64/share on 12/31/2025, or $28.20 after a Reverse Stock Split). Warrants became exercisable Jan 1, 2026.
• Stockholders approved issuance of the underlying shares at the March 12, 2026 special meeting; SDEV expects to reclassify the warrants from liability to equity in its Q1 2026 financial statements (to be filed after quarterly review). Independent auditor CBIZ CPAs, P.C. has been consulted.

Why It Matters
For investors, this is a material accounting restatement: the company must revise its audited 2025 results and will report a much larger non‑cash loss and a substantially higher warrant liability. That will change reported net loss and balance sheet presentation (liability vs. equity), which can affect metrics used to evaluate the company (earnings, book value, and per‑share measures). Importantly, the company says the adjustments are non‑cash and do not change cash, revenue, operating income, or cash flows. SDEV will file corrected SEC reports (Form 10‑K/A and updated Q1 statements) — investors should watch those filings for the final numbers and any auditor comments.