Stablecoin Development Corp

On February 20, 2026, Stablecoin Development Corporation (the “Company”) effected a 1-for-5 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.01 per share (the “Common Stock”). Except as otherwise specifically noted, all share numbers, share prices, exercise/conversion prices and per share amounts in this current report have been adjusted, on a retroactive basis, to reflect the Reverse Stock Split.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 27, 2026, the audit committee of the board of directors and management of the Company concluded that the Company’s previously issued audited consolidated financial statements for the year ended December 31, 2025, should no longer be relied upon because of an error in the Company’s accounting relating to certain outstanding pre-funded warrants issued on October 16, 2025 (the “Pre-Funded Warrants”).

The error relates to the determination of the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, which contain certain anti-dilution adjustment provisions with respect to issuances of Common Stock by the Company without consideration, including upon the conversion of convertible securities. At the time of issuance, the Pre-Funded Warrants represented the right to purchase 1,081,082 shares of Common Stock at a per share exercise price of $0.05. On October 21, 2025, the Company issued 24 million shares of Common Stock upon the conversion of the Series D and Series E Preferred Stock, which triggered the anti-dilution adjustment of the Pre-Funded Warrants. The anti-dilution adjustment provisions increased the number of shares of Common Stock subject to issuance upon exercise of the Pre-Funded Warrants to 22,664,040 shares of Common Stock as of December 31, 2025. The anti-dilution adjustment also decreased the exercise price per share to $0.002385.

The additional shares will result in an increase in the amount of the Company’s warrant liability as of December 31, 2025, from $30.4 million to $639.1 million, and a corresponding increase in the Company’s net loss for the year ended December 31, 2025, from $22.1 million to $630.8 million. These adjustments are entirely non-cash and do not affect the Company’s cash position, revenue, operating expenses, operating income, or cash flows.

The audit committee of the board of directors and management of the Company have discussed the foregoing matter with the Company’s independent registered public accounting firm, CBIZ CPAs, P.C. Accordingly, the Company intends to restate the aforementioned financial statements in a Form 10-K/A for the year ended December 31, 2025, which will correct the error in the financial statements described above.

The Company provides the following additional information to assist investors in understanding the context and scope of the error described above.