Stablecoin Development Corp

This proposal asks shareholders to authorize the issuance of 837,696,130 shares of common stock upon exercise of pre-funded warrants sold in the January 16, 2026 private placement. Because the proposed exercise would result in an issuance greater than 20% of outstanding common stock at a price below the NYSE American "Minimum Price," Section 713 requires shareholder approval for the issuance underlying the warrants. Management is not seeking approval of the private placement terms themselves but rather the issuance of the shares that would result upon warrant exercise to obtain NYSE compliance and allow the financing to close. The transaction is material on a fully diluted basis (estimated ~86.9% of shares outstanding prior to the private placement), creating substantial dilutive potential for existing holders. Two principal investors in the private placement (R01 and Framework) are significant stockholders and related-party considerations are disclosed, which raises governance and control transfer context for investors to weigh. The Board recommends approval as necessary to complete the financing that funds the company’s multi-year capital allocation strategy to acquire revenue-generating digital assets and to meet NYSE listing rules. The proposal therefore combines regulatory compliance (NYSE rules), immediate financing needs, and significant shareholder dilution risk that investors should evaluate in light of the company’s strategic plan and related-party dynamics.

This proposal seeks shareholder approval for the issuance of 5,405,406 shares upon exercise of October 16, 2025 pre-funded warrants. As with Proposal One, NYSE American Section 713 requires shareholder approval because the issuance equals or exceeds 20% of outstanding common stock on a fully diluted basis and involves pricing considerations relative to the Minimum Price definition. Management emphasizes that the company is not asking shareholders to approve the underlying warrant transactions themselves, but only the issuance of the common stock underlying those warrants to restore exercisability and comply with listing rules. The October pre-funded warrants were sold to existing major holders (R01 and Framework) in transactions executed to ensure adequate stockholder equity to regain NYSE compliance, creating related-party considerations for investors. The Board recommends the proposal to permit the holders to exercise the warrants and to maintain the company’s capital flexibility. From an investor perspective, the approval would reduce near-term execution risk for the company’s recapitalization plan but would also increase potential dilution and could further concentrate ownership if the purchasers exercise, so shareholders must balance governance and strategic funding benefits against dilution and control implications. The proposal therefore functions as a regulatory clearance for a previously executed financing event and has meaningful governance and dilution consequences.

This management proposal asks shareholders to amend the company’s certificate of incorporation to remove the existing prohibition on stockholder action by written consent, thereby allowing stockholders to take corporate action without convening a meeting as provided under Section 228 of the DGCL. The current provision prevents stockholders from acting except at an annual or special meeting, a structural limitation that can impede rapid stockholder responses and is commonly seen as an anti-takeover device. Management frames the change as a governance improvement that enables stockholders to exercise voting rights more efficiently and aligns the Charter with prevailing investor governance expectations. The required approval threshold is high (66 2/3% of outstanding voting power), so the amendment is only effective if a strong supermajority supports it, which somewhat moderates concerns about hostile or opportunistic actions. The Board recommends adoption on the basis that it increases stockholder rights and transparency without materially weakening other governance safeguards; however, opponents could view it as removing a layer of stability that allows the Board time to respond to activist pressures. The proposal’s adoption would change the mechanics for stockholder-driven corporate actions and could impact how future corporate governance contests are conducted. Investors should consider the trade-off between improved stockholder empowerment and the potential for more rapid (and possibly disruptive) changes initiated by majority holders. Given the company’s ownership concentration among a few large holders, this amendment has particular relevance to control dynamics and should be evaluated in that light.

This proposal requests shareholder approval to amend the Charter to add an officer exculpation clause permitted under Section 102(b)(7) of the DGCL, which allows a corporation to eliminate monetary liability of officers for breaches of the duty of care in certain circumstances. The proposed amendment expressly preserves officer liability for breaches of the duty of loyalty, acts or omissions not in good faith, intentional misconduct or knowing violations of law, transactions involving improper personal benefit, and does not limit derivative claims on behalf of the company. Management argues the change will help attract and retain qualified officers by reducing the risk of personal financial ruin from unintentional conduct while maintaining key accountability exceptions. From a governance perspective, enabling exculpation for officers (similar to director exculpation) is increasingly common, but some investors view expanded exculpation skeptically as potentially reducing deterrents against negligent conduct. The Board emphasizes that the amendment is narrowly tailored and consistent with Delaware law and that it will not apply retroactively to actions predating the amendment. Shareholders should weigh the talent-attraction and recruitment benefits against potential investor concerns about weakening officer accountability. The proposal requires a majority of outstanding shares to approve and, if adopted, will become effective upon filing the certificate amendment, altering the company’s liability regime for officers going forward. Given the company’s strategic transition and need for experienced management to execute a new capital allocation strategy, management frames this as a practical governance step to support execution while preserving major liability safeguards.

This proposal seeks shareholder authorization to increase the company’s authorized common shares from 1.5 billion to 5.0 billion, raising total authorized capitalization to 5,005,000,000 shares including preferred stock. Management states the purpose is to provide flexibility for future capital raising, equity incentive compensation, acquisitions, and other corporate needs. The Board notes that new authorized shares would be identical in rights to existing common shares and that approval does not itself cause dilution, but future issuances could materially dilute existing holders’ ownership, voting power, and earnings per share. Shareholders lack preemptive rights under the Charter, meaning current holders would not have a priority right to maintain ownership percentages on future issuances, increasing the importance of evaluating management’s future issuance plans and governance safeguards. The proposal is routine under NYSE American rules and requires a majority of votes cast by common shareholders; brokers may vote uninstructed shares in its favor. The Board frames the increase as necessary to execute the company’s strategic plan and capital allocation strategy, but investors should balance the operational flexibility benefits against the significant dilutive potential and signaling about anticipated equity needs. Given the very large proposed increase, shareholders should scrutinize how management intends to use the additional capacity and whether alternative financing means might mitigate dilution.

This proposal asks shareholders to approve the NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan, which would authorize a Share Pool of 111,119,633 shares, subject to an annual automatic increase mechanism, and would replace the 2017 Omnibus Incentive Plan. Management presents the plan as essential to attract, retain and incentivize executives, employees, directors and service providers under the company’s newly realigned business strategy and capital allocation focus, particularly as cash preservation and equity-based compensation are central to executing its plan to acquire and hold revenue-generating digital assets. The 2026 EIP provides for a broad slate of award types (stock options including ISOs, SARs, restricted and unrestricted stock, stock units, performance awards, substitute awards) and delegates broad discretion to the Compensation Committee for grant decisions, vesting, repricing, and substitute awards in connection with acquisitions. Notable features include an initial share pool with an automatic annual increase (capped each year by the lesser of 4% of outstanding shares or a Board-set number), specific share-counting rules that are more liberal for plan accounting (shares withheld for taxes or withheld in satisfaction of exercise price do not reduce the Share Pool), and repricing authority without shareholder approval. The Board argues the plan is necessary given the nominal remaining availability under prior plans and the small number of employees expected to participate initially, but investors should evaluate potential dilution (the authorized pool is large relative to current outstanding shares), governance over repricing and change-in-control provisions, and the Committee’s discretion over awards. The Board recommends approval to enable competitive compensation packages and to support recruitment and retention during implementation of the new strategy; shareholders should weigh the operational need against dilution and governance protections.

This procedural proposal asks shareholders to grant the Board authority to adjourn the Special Meeting as needed to obtain a quorum or to solicit additional proxies if there are insufficient votes to approve any of the matters presented. The practical purpose is to allow the Company to continue proxy solicitation and reconvene without calling a new meeting if early results are inadequate, protecting the company’s ability to complete the financing and charter amendments subject to shareholder approval. The proposal is routine in nature, typically considered standard housekeeping to ensure the meeting can be continued to obtain required approvals. The Board recommends in favor to preserve flexibility and to allow successive adjournments for additional solicitation; shareholders who have already voted can revoke proxies before any adjournment is used. From a governance perspective, approval does not alter substantive rights or terms of other proposals but provides procedural latitude that can materially affect whether certain proposals receive the requisite votes. Given the dilutive and strategic significance of several proposals (e.g., Proposals One, Two, Five, Six), enabling adjournment could materially influence outcomes by allowing more time for outreach to shareholders and brokers. Shareholders should interpret this as a facilitative step rather than a substantive change, but one that could affect timing and final vote tallies on the critical matters before the meeting.