R01 Capital LLC 4

4 · Stablecoin Development Corp · Filed May 19, 2026

AI-generated summary of this filing

Updated May 20, 2026

Stablecoin Development (SDEV) 10% Owner R01 Fund LP Acquires 53.68M Warrants

What Happened

R01 Fund LP (reported as a 10% owner) purchased 53,679,974 pre‑funded warrants in Stablecoin Development Corp (SDEV) on January 16, 2026. The purchase price was $0.85 per warrant, for a total cash outlay of $45,627,978. The filing classifies this as a derivative purchase (pre‑funded warrants).

Key Details

Transaction date and price: Jan 16, 2026 — 53,679,974 pre‑funded warrants at $0.85 each (total $45,627,978).
Derivative terms: Pre‑funded warrants have no expiration and are exercisable on a tiered schedule — 20% exercisable 7/16/2026, 30% on 10/16/2026, and 50% on 1/16/2027.
Reverse split note: All figures reflect a 1‑for‑5 reverse stock split effective Feb 20, 2026 (reported amounts are post‑split).
Shares owned after transaction: Not specified in the provided summary of the Form 4.
Beneficial‑ownership disclosure: The filing notes that R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley may be deemed to beneficially own the securities but disclaim ownership except for any pecuniary interest (see footnote F2).
Timeliness: The Form 4 was filed May 19, 2026 for a Jan 16, 2026 transaction — significantly after the typical 2‑business‑day filing deadline for Form 4s.

Context

This was a purchase of pre‑funded warrants (a derivative that converts into common stock when exercised). Because the warrants are pre‑funded, the buyer pays nearly the full share value up front and later exercises into stock on the stated schedule.
R01 Fund LP is an institutional/large holder (10% owner), not an individual executive trade; the filing also lists related entities and a managing member who disclaim direct beneficial ownership beyond pecuniary interest.

Form 4

Period: 2026-01-16

10% Owner

Transactions

Purchase
Pre-Funded Warrants (Right to Buy)
[F1][F2]
2026-01-16$0.85/sh+53,679,974$45,627,978→ 53,679,974 total(indirect: By R01 Entities)
Exercise: $0.05→ Common Stock (53,679,974 underlying)

Footnotes (2)

[F1]On January 16, 2026, the Issuer issued and sold to R01 LP pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate 53,679,974 shares of the Issuer's Common Stock. The purchase price was $0.85 per warrant. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock on a tiered basis, with 20% of the Pre-Funded Warrants becoming exercisable on July 16, 2026, 30% of the Pre-Funded Warrants becoming exercisable on October 16, 2026 and the remaining 50% of the Pre-Funded Warrants becoming exercisable on January 16, 2027. All figures presented reflect the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026.
[F2]The reported securities may also be deemed to be beneficially owned by R01 Capital LLC ("R01 Capital"), R01 Capital Manager LLC ("R01 Capital Manager") and Michael Kazley ("Mr. Kazley" and together with R01 Capital, R01 Capital Manager and the Reporting Person, the "R01 Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. R01 Capital is the general partner of the Reporting Person. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager.

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