R01 Capital LLC 4

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.