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8-KAccepted Sep 8, 4:55 PM ET

Stablecoin Development Corp Appoints Director; Eliminates Preferred Stock Series

SDEVStablecoin Development Corp

Accepted (ET)

4:55 PM

Sep 8, 2026

Filed

Sep 8, 2026

Documents

19

Size

389.9 KB

Summary

Stablecoin Development Corp Appoints Director; Eliminates Preferred Stock Series

Updated

What Happened

  • Stablecoin Development Corporation (SDEV) filed an 8-K reporting the appointment of David Garcia Rios to the Board as a Class II director, effective September 2, 2026, and the company’s formal elimination of six previously designated preferred-stock series (Series A–F) effective September 2, 2026.
  • Mr. Garcia Rios was designated by Sky Frontier Foundation (SFF) under an Investors’ Rights Agreement related to a January 16, 2026 Securities Purchase Agreement (SPA). SFF purchased roughly $16 million of pre-funded warrants as part of the Investors’ ~$134 million aggregate purchase. As of the filing, SFF beneficially owns about 9.99% of SDEV common stock. An indemnification agreement with Mr. Garcia Rios was executed on September 3, 2026.

Key Details

  • Director appointment: David Garcia Rios, Class II director; term expires at SDEV’s 2027 annual meeting; no Board committee assignments at this time.
  • Compensation: standard non-employee director cash pay of $40,000 annually (prorated), no initial equity award due to his affiliation with a stockholder.
  • Preferred stock elimination: Certificates of Withdrawal for Series A, B, C, D, E and F Certificates of Designation filed Sept 2, 2026, removing those designations from the certificate of incorporation and returning those shares to the company’s authorized preferred pool. After withdrawals, 5,000,000 shares of preferred stock remain available for future designation/issuance.
  • Financing context: Under the Jan 16, 2026 SPA, Investors bought ~ $134 million aggregate in pre-funded warrants; SFF’s portion was ~ $16 million.

Why It Matters

  • Board change: The new director increases investor representation tied to the January 2026 financing (SFF’s nominee), which may affect governance and strategy discussions at the board level.
  • Capital structure: Eliminating the six preferred-series designations simplifies the company’s charter and returns those previously designated shares to the authorized preferred pool (5,000,000 shares available). That administrative change could make future capital-raising or preferred-designation decisions quicker or cleaner from a corporate-structure standpoint.
  • Financing linkage: The appointment is directly connected to investor rights from the January SPA; investors and shareholders should note the connection between board composition and recent financings (including the ~$134M of pre-funded warrants).

Exhibits filed include the Certificates of Withdrawal for Series A–F and the form of the indemnification agreement.

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