8-K: NovaBay Rebrands to Stablecoin Development Corp, Boosts Executive Equity
Current Report
NovaBay Pharmaceuticals, Inc. is changing its name to Stablecoin Development Corporation, effective April 2, 2026, and has approved a new equity incentive plan with significant performance-based awards for its CEO.
Summary
- NovaBay Pharmaceuticals, Inc. is changing its corporate legal name to Stablecoin Development Corporation, effective April 2, 2026.
- The company expects to begin trading under its new name and ticker symbol, SDEV, on April 6, 2026.
- The Board of Directors approved the NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan (the '2026 Plan') on January 29, 2026, which was subsequently approved by stockholders on March 12, 2026.
- The 2026 Plan allows for the issuance of up to 22,223,927 shares of common stock, with automatic annual increases starting in 2027.
- CEO Michael Kazley was granted 4,118,828 Restricted Stock Units (RSUs) and 15,445,603 Performance-Based Restricted Stock Units (PSUs), with PSUs tied to stock price and digital asset net asset value hurdles over a five-year period.
- CFO Tommy Law was granted 300,000 RSUs.
- New employment agreements were entered into with CEO Michael Kazley and CFO Tommy Law, effective March 31, 2026, to ensure leadership stability and retention.
- Michael Kazley will continue without an annual base salary until January 1, 2027, at which point his base salary will be $200,000 per year, with an annual bonus target of not less than 100% of his base salary starting in 2027.
- Tommy Law's base salary is set at $200,000 per year, effective March 31, 2026, with an annual bonus target of 50% of his base salary.
- Both executives have severance benefits, which are enhanced in the event of a change in control, and are subject to non-compete and non-solicitation clauses.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively due to the clear strategic pivot towards a high-growth industry and the implementation of an equity incentive plan designed to align executive compensation with long-term shareholder value. The retention of key executives through new employment agreements also provides stability during this transition.
Positives
- The adoption of the 2026 Equity Incentive Plan aims to align executive compensation, particularly for the CEO, with the creation of long-term stockholder value through significant performance-based awards.
- New employment agreements for the CEO and CFO are designed to promote retention and ensure stability of the company's leadership during a significant strategic transition.
- The strategic corporate name change to Stablecoin Development Corporation and ticker symbol change to SDEV signals a clear pivot towards a new business focus, potentially opening new growth avenues.
Risks
- Actual results or achievements may be materially different and adverse from those expressed in or implied by forward-looking statements due to various risks, uncertainties, and other factors.
- New risks and uncertainties may emerge over time, and it is not possible to predict all of them.
- Risks related to the company's business are detailed in its latest Form 10-K filed on March 19, 2026.
Future Outlook
The company anticipates beginning to trade under its new name, Stablecoin Development Corporation, and ticker symbol SDEV on April 6, 2026. Future annual equity grants and bonus opportunities for the CEO are expected to be established starting in 2027, with targets set to align with market compensation for comparable public companies.
Management Comments
- The significant weighting toward performance-based awards for CEO Michael Kazley is intended to align his compensation with the creation of long-term stockholder value.
- The new employment agreements with executive officers are in the best interests of the company to promote retention and ensure the stability of leadership.
Industry Context
StockSavvy.ai notes that the corporate name change from 'NovaBay Pharmaceuticals, Inc.' to 'Stablecoin Development Corporation' signifies a dramatic strategic pivot from the pharmaceutical sector to the burgeoning digital asset and blockchain industry. This move aligns with a broader trend of companies exploring new technologies and markets, particularly in the fintech space, to seek new growth vectors. The emphasis on 'Stablecoin Development' suggests an intent to participate in the rapidly evolving digital currency ecosystem, which could attract a different investor base and competitive landscape compared to its previous pharmaceutical focus.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and Chairman of the Board | Michael Kazley (under previous terms) | Michael Kazley (under new employment agreement and compensation structure) | March 31, 2026 | New employment agreement to promote retention and ensure leadership stability, with revised compensation structure. |
| Chief Financial Officer | Tommy Law (under previous terms) | Tommy Law (under new employment agreement and compensation structure) | March 31, 2026 | New employment agreement to promote retention and ensure leadership stability, with revised compensation structure. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan Adoption | Adoption of the NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan, approved by stockholders, authorizing up to 22,223,927 shares for awards and automatic annual increases. | March 12, 2026 (stockholder approval) | Enhances ability to attract and retain talent by offering competitive equity compensation, aligning management incentives with shareholder interests, particularly through performance-based awards. |
| Corporate Legal Name Change | Amendment to the Second Amended and Restated Certificate of Incorporation to change the company's legal name from NovaBay Pharmaceuticals, Inc. to Stablecoin Development Corporation. | April 2, 2026 | Reflects a significant strategic shift in the company's business focus, potentially impacting brand identity, market perception, and investor base. |
| Bylaws Amendment and Restatement | Amendment and restatement of the company's bylaws solely to reflect the corporate legal name change. | April 2, 2026 | A procedural update to align internal governance documents with the new corporate identity, with no material changes to operational governance structure beyond the name. |
Stakeholder Impact
- Shareholders: Impacted by the strategic shift to stablecoin development, the new equity incentive plan, and the potential dilution from future share issuances under the plan. The name change signals a new investment thesis.
- Employees: Beneficiaries of the new equity incentive plan, offering stock options, RSUs, and PSUs as part of their compensation, potentially enhancing retention and motivation.
- Management: New employment agreements provide clarity on compensation, severance, and restrictive covenants, aiming to ensure stability and alignment with company goals during the transition.
Next Steps
- The company expects to begin trading under its new name, Stablecoin Development Corporation, and ticker symbol SDEV on April 6, 2026.
- Michael Kazley's base salary will commence on January 1, 2027.
- The Board will evaluate the establishment of an annual bonus opportunity for Michael Kazley beginning in 2027.
- Michael Kazley will receive annual equity grants under the 2026 Plan (or any successor plan) beginning in 2027.
Key Dates
| Date | Description |
|---|---|
| October 16, 2025 | Michael Kazley's initial start date as Chief Executive Officer and Chairman of the Board. |
| January 16, 2026 | Vesting start date for RSU and PSU awards. |
| January 29, 2026 | Board of Directors approved the adoption of the NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan, subject to stockholder approval. |
| March 12, 2026 | Stockholders approved the 2026 Equity Incentive Plan at the 2026 Special Meeting of Stockholders. |
| March 17, 2026 | Board approved an amendment to the Certificate of Incorporation changing the corporate legal name to Stablecoin Development Corporation. |
| March 19, 2026 | Company's latest Form 10-K filed with the SEC. |
| March 23, 2026 | Previous Current Report on Form 8-K filed disclosing the name and ticker symbol change process. |
| March 31, 2026 | Compensation Committee approved grants of restricted stock unit awards under the 2026 Plan. New employment agreements with Michael Kazley and Tommy Law became effective. |
| April 1, 2026 | Company filed the Certificate of Amendment with the Delaware Secretary of State's office. |
| April 2, 2026 | Certificate of Amendment and Amended and Restated Bylaws become effective, changing the corporate legal name to Stablecoin Development Corporation. |
| April 6, 2026 | Expected date for the company to begin trading under its new name and ticker symbol (SDEV). |
| February 16, 2027 | Vesting date for 100% of Michael Kazley's time-based RSUs and the first one-third installment of Tommy Law's time-based RSUs. |
| January 1, 2027 | Michael Kazley's annual base salary of $200,000 per year will commence. Board will evaluate establishment of annual bonus opportunity and annual equity grants for Michael Kazley. |
| January 16, 2028 | Vesting date for the second one-third installment of Tommy Law's time-based RSUs. |
| January 16, 2029 | Vesting date for the third one-third installment of Tommy Law's time-based RSUs. |
| 2036 | Final year for automatic annual increases to the 2026 Equity Incentive Plan's share pool. |
Keywords
Stablecoin Development Corporation, NovaBay Pharmaceuticals, SDEV, NBY, Equity Incentive Plan, Executive Compensation, Restricted Stock Units, Performance-Based Restricted Stock Units, Corporate Name Change, Digital Asset, Corporate Governance, SEC Filing, 8-K
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