DeFi Development Corp. Files 8-K on Equity Sales

TL;DR

DeFi Development Corp. just dropped an 8-K about selling more stock. Keep an eye on dilution.

AI Summary

DeFi Development Corp. filed an 8-K on August 28, 2025, reporting on unregistered sales of equity securities, Regulation FD disclosures, and other events. The company, formerly known as Janover Inc. and Janover Ventures LLC, is incorporated in Delaware and operates as a loan broker.

Why It Matters

This filing indicates potential new equity issuance by DeFi Development Corp., which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal potential dilution or changes in the company's financial structure.

Key Numbers

• 001-41748 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-2676794 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• DeFi Development Corp. (company) — Registrant
• Janover Inc. (company) — Former company name
• Janover Ventures LLC (company) — Former company name
• August 28, 2025 (date) — Date of report

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 and sale of t

Filing Documents

• dfdv-20250828.htm (8-K) — 50KB
• dfdv-ex99_1.htm (EX-99.1) — 20KB
• 0000950170-25-111943.txt ( ) — 184KB
• dfdv-20250828.xsd (EX-101.SCH) — 25KB
• dfdv-20250828_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On August 28, 2025, DeFi Development Corp.'s (the "Company") closed a previously announced private placement offering (the "Offering") pursuant to subscription agreements entered into with certain institutional and accredited investors, pursuant to which the Company sold and issued an aggregate of (i) 4,171,907 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 5,781,636 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 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. 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 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 28, 2025, after the Offering close, the Company's total shares outstanding was 25,373,702. The information furnished under this Item 7.01 will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. On August 28, 2025, the Company issued a press release announcing an update on its holdings of Solana and Solana equivalents and related metrics. 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 99.1 Press Release, dated as of August 28, 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 28, 2025 By: /s/Joseph Onorati Name: Title: Joseph Onorati Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR