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The Filing Desk · Monday, October 5, 2026
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SDEV Floats 6.4 Million Shares While 167.5 Million Warrants Wait Behind Them

The digital-asset treasury company's pre-funded warrants carry a $0.05 exercise price, are held by four strategic investors, and unlock in tranches through January 2027 — a potential supply expansion of 26 times the current tradeable float.

By ShareStructure Research Desk·

Stablecoin Development Corp (NYSE American: SDEV) has a tradeable public float — the shares actually available for open-market trading — of roughly 6.41 million. Behind that float sit 167.5 million pre-funded warrants, instruments whose holders have already paid most of the purchase price and need only remit $0.05 per share to convert them into common stock. That stockpile equals about 26 times the float.

The warrants do not expire.

Who controls the stock

R01 Fund LP, controlled by CEO Michael Kazley, and Framework Ventures IV together own 87.6% of the 51.75 million shares outstanding. Adding in the pre-funded warrants both entities hold — 53.7 million and 50.1 million respectively — insider-linked supply dwarfs what trades publicly. Tether Investments holds 43.75 million pre-funded warrants, and Sky Frontier Foundation holds another 20 million. Between the four, they account for the entire 167.5 million-warrant overhang.

How the warrants unlock

The first 20% tranche (about 33.5 million shares) unlocked on July 16, 2026. The 30% tranche — roughly 50.3 million shares — unlocks on October 16, 2026. The final 50%, about 83.8 million shares, unlocks January 16, 2027. Each holder faces a beneficial-ownership blocker, a contractual cap that prevents exercise beyond a set ownership percentage: 4.99% for R01 and Framework, 9.99% for Tether and Sky Frontier.

Those caps sound protective. They are not reliable. In June 2026, the company amended an earlier set of pre-funded warrants held by R01 to strip out the blocker entirely. That single amendment enabled a cashless exercise — a conversion requiring no additional cash — that added 22.6 million shares overnight, an 86.7% increase in the share count.

The resale pipeline

A resale registration statement — an SEC filing that permits named holders to sell shares into the public market — covering 212.9 million shares is pending. Once effective, 45.3 million already-issued shares held by R01 and Framework become freely sellable, subject to a daily cap of 10% of average trading volume per holder. That 45.3 million alone is about 7 times the current float.

Separately, an at-the-market facility — a program letting the company sell new shares directly into daily trading — has $84.5 million of remaining capacity. The company has already drawn $15.5 million from it in the first half of 2026.

Scale of the dilution overhang

Shares outstanding have risen from roughly 1.2 million (post-split, September 2025) to 51.75 million, an increase of approximately 4,200% in twelve months. The company has executed four reverse splits since 2015, compounding to a cumulative 1-for-153,125 ratio. Five billion shares are authorized.

On a fully diluted basis — counting every warrant, RSU, and performance share unit — the share count reaches approximately 241 million, roughly 37.6 times the current float. An additional 21.7 million shares sit in the equity-compensation plan; 15.45 million of those are CEO performance stock units with vesting hurdles the stock has already cleared at two of three tiers.

One often-overlooked detail: many data terminals report SDEV's float at 1.83 million shares, a figure that understates the reconstructed float by about 3.5 times — and understates effective supply, which includes the 11.5 million pre-funded warrant shares Tether and Sky Frontier can exercise today, by roughly tenfold.

ShareStructure assigns a dilution risk grade of 8 out of 10 (HIGH). The score draws almost entirely from the warrant overhang; the company carries no convertible debt and no preferred stock. The pre-funded warrants also contain an anti-dilution reset — a provision that automatically increases the number of warrant shares if the company issues stock below $0.85 — meaning future low-priced offerings could compound the overhang further without any new financing agreement.

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ShareStructure provides algorithmic, data-driven analysis of public SEC filings and does not provide investment advice. ShareStructure receives no compensation from the companies it covers. An affiliated entity (Darrow Group) provides paid investor-relations services to some public companies; ShareStructure does not publish coverage of those companies while an engagement is active. Analysis is derived from primary-source filings and is not a recommendation to buy or sell any security.