Stablecoin Development Corp

We are also seeking approval of Proposal Five in order to effect a reverse stock split of all of our Common Stock issued and outstanding at a ratio of not less than 1-for-10 and not more than 1-for-35. We are seeking approval of Proposal Five so that the Company will comply with the continued listing rules of the NYSE American under the Company Guide. Our Common Stock is listed on the NYSE American under the symbol “NBY.” In order to maintain continued listing on the NYSE American, among other requirements, our Common Stock must maintain an average minimum closing stock price of $0.20 over any 30-day consecutive trading period, with $0.20 being the current NYSE American internal precedent threshold of what the NYSE American considers to be a “low price per share” and constitute “low selling price issues” of the issuer pursuant to Section 1003(f)(v) of the Company Guide.

As of April 1, 2024, our 30-trading day average closing stock price was $0.14 per share, which is below the $0.20 “low price per share” minimum threshold. As a result of our current trading price, the NYSE American may issue a formal compliance deficiency letter at any time or decide to delist our Common Stock immediately if our stock price continues to decline, as further discussed in Proposal Five. The Board expects that the Reverse Stock Split will increase the market price of Common Stock so that the Company will be able to satisfy the continued listing requirements of the NYSE American for the foreseeable future, although the Company cannot assure that it will be able to do so. Accordingly, approval of this Proposal Five is important in order to maintain the listing of our Common Stock on the NYSE American. Our Board recommends unanimously that you vote “FOR” Proposal Five.