Stablecoin Development Corp

Current report

Substantially all of our SKY is held in self-custody through a single key management platform and deployed in Sky Protocol smart contracts, and a loss of access to or security breach affecting those assets may not be recoverable.

Current report

Because native staking requires on-chain deployment that cannot be executed from a custodial account, substantially all of our SKY is held in self-custody through Company-controlled wallets secured by the multi-party computation (“MPC”) key management platform provided by Fireblocks, Inc. (“Fireblocks”), and is deployed in the Sky Protocol’s staking smart contract. As of September 30, 2026, we held 2,321,079,862 SKY with a fair value of approximately $180.2 million, representing approximately 96% of our total assets. As of September 30, 2026, we held no SKY with Kraken Financial, our qualified custodian.

Current report

Fireblocks is a technology provider, not a custodian. It does not hold our digital assets, and pursuant to our agreement with Fireblocks: (i) Fireblocks disclaims responsibility for any loss of digital assets in our workspace and (ii) Fireblocks’ aggregate liability is capped at the fees we paid in the preceding twelve months, an amount that is insignificant relative to the value of our SKY. Because our SKY is self-custodied, it does not benefit from the asset segregation, regulatory supervision or insolvency protections that may apply to assets held with a qualified custodian. We do not maintain insurance specifically covering the theft or loss of our digital assets, and our existing insurance policies provide limited coverage, if any, for such losses. As a result, a loss of our SKY may not be recoverable from any third party. Such a loss could result from cyberattack, credential theft, unauthorized transfers, a failure of our internal controls, or the loss or compromise of key shares, including any failure of our disaster recovery arrangements with Station70.

Current report

In addition, our concentration in a single key management environment means that an outage, software vulnerability or security failure affecting Fireblocks could prevent us from accessing, unstaking or transferring our SKY for an extended period. Staked SKY is also exposed to vulnerabilities in, or exploits of, the Sky Protocol’s smart contracts. Sky Protocol governance may also change staking parameters, including exit parameters, in ways that adversely affect us. Any of these events could materially and adversely affect our business, financial condition and results of operations and the market price of our Common Stock.

Current report

The anti-dilution provision and beneficial ownership limitation of the January 2026 Pre-Funded Warrants could cause the price of our Common Stock to fall to a level that results in its delisting from NYSE American.

Current report

If we issue, or are deemed to issue, Common Stock or Common Stock equivalents at a price below $0.85 per share, subject to specified excluded issuances, the number of shares issuable under the January 2026 Pre-Funded Warrants increases under a broad-based weighted-average formula. The increase is settled in additional warrant shares, the exercise price stays at $0.05 per share, no adjustment may reduce the number of warrant shares, and there is no limit on the number of additional warrant shares that may become issuable. Because the exercise price is nominal, holders can receive these additional shares for almost no further payment. Our Common Stock has closed below $0.85 on NYSE American in the past and may do so in the future. Each holder is also subject to a beneficial ownership limitation that generally bars it from exercising if it would then beneficially own more than 4.99% (or, at the holder’s election, 9.99%) of our outstanding Common Stock. This limitation may lead holders to exercise and resell in successive installments, putting sustained selling pressure on our Common Stock, which could cause or contribute to a decline in its market price. A lower stock price could make our later financings more dilutive, and any financing priced below $0.85 per share would trigger further adjustments, resulting in additional warrant shares that may in turn be exercised and resold. These features could reinforce one another and drive down the price of our Common Stock.

Current report

Our Common Stock is listed on NYSE American. NYSE American has rules for continued listing, including, without limitation, requirements relating to the selling price of our Common Stock and other matters. Under Section 1003(f)(v) of the NYSE American Company Guide, NYSE American may delist our Common Stock if it sells for a substantial period of time at a low price per share and we fail to effect a reverse stock split within a reasonable time after NYSE American notifies us that it deems such action appropriate. NYSE American has not adopted a numerical price threshold for this standard, but has stated that its staff engages with listed companies whose average closing price over 30 trading days falls below $1.00 and that it immediately suspends trading in securities that trade below $0.10. Beginning July 1, 2027, pursuant to amendments approved by the SEC on August 14, 2026, NYSE American will immediately suspend trading in, and commence delisting proceedings with respect to, any security whose closing price is below $0.25 on any trading day, without any compliance period. NYSE American also immediately delists the securities of a company that has effected one or more reverse stock splits with a cumulative ratio of over 200 shares to one over the prior two-year period, or whose reverse stock split results in non-compliance with any other continued listing standard. We effected a 1-for-5 reverse stock split on February 20, 2026, and we may be unable or unwilling to effect a further reverse stock split in response to a notice from NYSE American in the future.

Current report

A decline in the price of our Common Stock caused by the features described above could cause us to fail to meet these requirements. Failure to maintain our listing, or delisting from NYSE American, would make it more difficult for stockholders to dispose of our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. This could have an adverse effect on the price of our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

Current report

None.

Previous report

On June 15, 2026, the Company issued an aggregate of 22,614,600 shares of Common Stock to R01 and Framework upon the cashless exercise of their respective October 2025 Pre-Funded Warrants, as described in Note 15, "Related Party Transactions," to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report. No cash consideration was received by the Company in connection with such issuances. In accordance with the terms of the October 2025 Pre-Funded Warrants, the shares of Common Stock issued upon such cashless exercise took on the same registered or unregistered characteristics, as applicable, as the warrants exercised therefor, consistent with Section 3(a)(9) of the Securities Act of 1933, as amended.