Stablecoin Development Corp 8-K

What Happened

• Stablecoin Development Corporation (SDEV) filed an 8-K reporting that it amended its October 16, 2025 pre-funded warrants to remove certain exercisability restrictions. The Company agreed to the amendment with R01 Fund LP on June 12, 2026 and with Framework Ventures IV L.P. on June 15, 2026.
• After the amendments, R01 and Framework each fully exercised their amended pre-funded warrants on a cashless basis and received 11,307,300 shares of the Company’s common stock (par value $0.01). The Company withheld 24,720 shares from each holder as the cashless exercise price, resulting in an aggregate issuance of 22,614,600 shares. As of June 15, 2026, 50,449,780 shares of common stock were issued and outstanding.
• The form of the Amendment No. 1 to Pre-Funded Warrant is filed as Exhibit 4.1 to the 8-K.

Key Details

• Parties: R01 Fund LP and Framework Ventures IV L.P.
• Amendment dates: June 12, 2026 (R01) and June 15, 2026 (Framework); original warrants dated October 16, 2025.
• Shares issued: 11,307,300 to each holder; total 22,614,600 shares.
• Outstanding shares after issuance: 50,449,780 common shares (as of June 15, 2026).

Why It Matters

• This transaction increased the Company’s issued and outstanding common stock by 22.6 million shares, which dilutes existing shareholders’ percentage ownership. Investors should note the updated share count when calculating ownership percentage, per-share metrics, or market capitalization.
• Removing exercisability restrictions allowed immediate cashless exercises and share issuance rather than deferred or conditional exercises. The amendment and exercises are material corporate-finance events that can affect float and investor voting power; the full amendment text is available in Exhibit 4.1 for investors who want the precise legal terms.