DeFi Development Corp. Files 8-K for Material Agreement

TL;DR

DeFi Development Corp. signed a big deal on 8/24/25. 8-K filed.

AI Summary

On August 24, 2025, DeFi Development Corp. entered into a material definitive agreement. The company, formerly known as Janover Inc. and Janover Ventures LLC, is a loan broker incorporated in Delaware with its principal executive offices in Boca Raton, Florida. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new development or contract for DeFi Development Corp., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing of an 8-K for a material definitive agreement suggests a significant event, but the lack of specific details about the agreement itself introduces uncertainty.

Key Numbers

• 001-41748 — Commission File Number (SEC File Number for DeFi Development Corp.)
• 83-2676794 — IRS Employer Identification No. (Tax Identification for DeFi Development Corp.)

Key Players & Entities

• DeFi Development Corp. (company) — Registrant
• Janover Inc. (company) — Former Company Name
• Janover Ventures LLC (company) — Former Company Name
• August 24, 2025 (date) — Date of earliest event reported
• 6401 Congress Avenue, Suite 250 (address) — Principal Executive Offices
• Boca Raton, Florida (location) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share DFDV The Nasdaq Stock Mar
• $0.0001 — arrant Shares") at an exercise price of $0.0001 per share. The purchase price for one s
• $12.50 — price for one share of Common Stock was $12.50 and the purchase price for one Pre-Fund
• $12.4999 — se price for one Pre-Funded Warrant was $12.4999 per share. The Offering is expected to
• $125.0 million — losing conditions. Of the approximately $125.0 million total purchase price for the Shares and
• $92.5 million — the Pre-Funded Warrants, approximately $92.5 million is expected to be paid in cash and appr
• $32.5 million — ed to be paid in cash and approximately $32.5 million is expected to be received in the form
• $200,000 — nt in an aggregate amount not to exceed $200,000 without the Company's prior written con

Filing Documents

• dfdv-20250824.htm (8-K) — 62KB
• dfdv-ex4_1.htm (EX-4.1) — 184KB
• dfdv-ex10_1.htm (EX-10.1) — 353KB
• dfdv-ex10_2.htm (EX-10.2) — 143KB
• dfdv-ex99_1.htm (EX-99.1) — 18KB
• 0000950170-25-111256.txt ( ) — 986KB
• dfdv-20250824.xsd (EX-101.SCH) — 25KB
• dfdv-20250824_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 24, 2025, DeFi Development Corp. (the "Company") entered into subscription agreements (each, a "Subscription Agreement" and collectively the "Subscription Agreements") with certain institutional and accredited investors (each an "Investor" and collectively the "Investors") pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Subscription Agreements, has agreed to sell in a private placement (the "Offering") to the Investors an aggregate of (i) 4,187,953 shares (the "Shares") of the Company's common stock, par value $0.00001 per share ("Common Stock") and (ii) pre-funded warrants (the "Pre-Funded Warrants") to acquire up to 5,812,089 shares of Common Stock (the "Pre-Funded Warrant Shares") at an exercise price of $0.0001 per share. The purchase price for one share of Common Stock was $12.50 and the purchase price for one Pre-Funded Warrant was $12.4999 per share. The Offering is expected to close on Thursday, August 28, 2025, subject to customary closing conditions. Of the approximately $125.0 million total purchase price for the Shares and the Pre-Funded Warrants, approximately $92.5 million is expected to be paid in cash and approximately $32.5 million is expected to be received in the form of locked Solana (SOL) or interests in an entity holding locked SOL. Under the Subscription Agreements, the Company agreed to file a registration statement for the resale of the Shares and the Pre-Funded Warrant Shares within 7 business days after the closing under the Subscription Agreements, and to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after filing. Pursuant to the terms of the Subscription Agreements, the Company is prohibited from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of Common Stock or securities convertible or exer

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company's offering and sale of the Shares and the Pre-Funded Warrants, including Pre-Funded Warrant Shares, was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated thereunder. Neither the issuance of the Securities, nor the Pre-Funded Warrant Shares, have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

01 Other Events

Item 8.01 Other Events. On August 25, 2025, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.1 hereto. Cautionary Note Regarding Forward-Looking Statements . Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Pre-Funded Warrant 10.1 Form of Subscription Agreement 10.2 Placement Agency Agreement, dated as of August 24, 2025, between the Company and Cantor Fitzgerald & Co. 99.1 Press Release, dated as of August 25, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DEFI DEVELOPMENT CORP Date: August 25, 2025 By: /s/ Joseph Onorati Name: Title: Joseph Onorati Chairman & Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR