Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Stablecoin Development Corp (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
66987P409 (CUSIP Number) |
R01 FUND LP 1111 Lincoln Road, Suite 500 Miami Beach, FL, 33139 305-982-7994 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 66987P409 |
| 1 |
Name of reporting person
R01 Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,361,216.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.
SCHEDULE 13D
|
| CUSIP No. | 66987P409 |
| 1 |
Name of reporting person
R01 Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,361,216.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.
SCHEDULE 13D
|
| CUSIP No. | 66987P409 |
| 1 |
Name of reporting person
R01 Capital Manager LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,361,216.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.
SCHEDULE 13D
|
| CUSIP No. | 66987P409 |
| 1 |
Name of reporting person
Kazley Michael John | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,480,044.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The 11,361,216 reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. Michael Kazley's beneficial ownership of the reported securities is comprised of 15,480,044 shares of the Issuer's Common Stock, consisting of (i) 11,361,216 shares of the Issuer's Common Stock that was previously reported, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, and (ii) 4,118,828 time-based restricted stock units ("Time-Based RSUs") that were granted to Michael Kazley on March 31, 2026. 100% of the Time-Based RSUs will vest on February 16, 2027, generally subject to Mr. Kazley's continued employment with the Company through such vesting date. On March 31, 2026, Mr. Kazley also was granted 15,445,603 performance-based restricted stock units ("Performance-Based RSUs") that will be earned based on the achievement of specified stock price hurdles and digital asset net asset value hurdles over a five-year performance period. To the extent earned, the Performance-Based RSUs will vest in quarterly installments over two years following achievement of the applicable hurdle, subject to a thirteen-month cliff from January 16, 2026, generally subject to Mr. Kazley's continued employment with the Issuer through the applicable vesting date. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Stablecoin Development Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 POWELL STREET, SUITE 1150, EMERYVILLE,
CALIFORNIA
, 94608. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 3 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025, and as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 20, 2026 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (f/k/a NovaBay Pharmaceuticals, Inc.) (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
On March 31, 2026, Michael Kazley was granted 4,118,828 time-based restricted stock units ("Time-Based RSUs"). 100% of the Time-Based RSUs will vest on February 16, 2027, generally subject to Mr. Kazley's continued employment with the Company through such vesting date. On March 31, 2026, Mr. Kazley also was granted 15,445,603 performance-based restricted stock units ("Performance-Based RSUs") that will be earned based on the achievement of specified stock price hurdles and digital asset net asset value hurdles over a five-year performance period. To the extent earned, the Performance-Based RSUs will vest in quarterly installments over two years following achievement of the applicable hurdle, subject to a thirteen-month cliff from January 16, 2026, generally subject to Mr. Kazley's continued employment with the Issuer through the applicable vesting date. The descriptions of the Time-Based RSUs and the Performance-Based RSUs above do not purport to be complete and are qualified in their entirety by reference to the respective forms of restricted stock unit agreements, which are filed as exhibits to this Amendment No. 3 to Schedule 13D, and are incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 11,361,216 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 42.7% of the outstanding shares of Common Stock, based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026. Michael Kazley beneficially owns an aggregate of 15,480,044 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 58.1% of the outstanding shares of Common Stock, based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026. | |
| (b) | 1. Sole power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 Shares of Common Stock Michael Kazley: 0 shares of Common Stock 2. Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 11,361,216 shares of Common Stock Michael Kazley: 11,361,216 shares of Common Stock 3. Sole power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 Shares of Common Stock Michael Kazley: 4,118,828 shares of Common Stock 4. Shared power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 11,361,216 shares of Common Stock Michael Kazley: 11,361,216 shares of Common Stock | |
| (c) | Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
As described in Item 4 above, on March 31, 2026, the Company approved the Time-Based RSUs and the Performance-Based RSUs. The descriptions in Item 4 are incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.3: Form of Restricted Stock Unit Agreement (Time-Based) (Michael Kazley) (incorporated by reference to the Company's current report on Form 8-K filed on April 1, 2026). https://www.sec.gov/Archives/edgar/data/1389545/000143774926010902/ex_940218.htm Exhibit 99.4: Form of Restricted Stock Unit Agreement (Performance-Based) (Michael Kazley) (incorporated by reference to the Company's current report on Form 8-K filed on April 1, 2026). https://www.sec.gov/Archives/edgar/data/1389545/000143774926010902/ex_940220.htm | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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