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DeFi Technologies (Nasdaq: DEFT) flags risk of 2025 annual filing delay

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6-K

Rhea-AI Filing Summary

DeFi Technologies Inc. is warning that its annual financial statements, management’s discussion and analysis, and related CEO/CFO certifications for the year ended December 31, 2025 may be filed late. The timing depends on when a SOC 2 Type 2 report from a material third-party counterparty is received, which is needed for audit procedures.

If the report arrives by March 31, 2026, the company currently expects to meet the filing deadline. If it does not, management plans additional audit procedures at substantial incremental cost to complete the audit and file as promptly as possible. The company stresses the potential delay is not due to disagreements with auditors, issues in its financial statements, or weaknesses in internal controls.

DeFi Technologies has applied to the Ontario Securities Commission for a temporary management cease trade order that would restrict trading by certain insiders only, if a filing default occurs. The company plans to issue bi-weekly status updates and to file its 2025 Form 40-F with the SEC at the same time as the Canadian annual filings.

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Insights

DeFi flags audit‑process timing risk tied to a third‑party report.

DeFi Technologies explains that a key SOC 2 Type 2 report from a material third-party counterparty may arrive too late to support completion of its audit for the year ended December 31, 2025 by the March 31, 2026 deadline. This is a timing and process issue rather than a stated accounting problem.

The company emphasizes there is no disagreement with auditors, no identified issues in its financial statements, and no reported weaknesses in internal controls. It signals readiness to perform additional audit procedures, at substantial incremental cost, if the report is not received in time, to complete the audit and filings as promptly as possible.

To manage potential regulatory consequences, DeFi has applied for a temporary management cease trade order that would restrict trading by certain insiders, while leaving other investors unaffected. It also plans bi‑weekly default status updates and simultaneous filing of its 2025 Form 40‑F in the U.S. and annual materials in Canada, maintaining coordinated disclosure.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March, 2026.

 

Commission File Number 001-41056

 

DEFI TECHNOLOGIES INC.

(Translation of registrant’s name into English)

 

Suite 2400, 333 Bay Street, Toronto, Ontario, Canada M5H 2T6

 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F     ☒ Form 40-F

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   New Release dated March 23, 2026 - DeFi Technologies Provides Update on Timing of Annual Filings

 

1

 

SIGNATURE

 

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, thereunto duly authorized. 

 

  DEFI TECHNOLOGIES INC.
  (Registrant)
     
Date: March 23, 2026 By /s/ Philippe Lucet
    Philippe Lucet
    Corporate Secretary

 

2

 

Exhibit 99.1

 

DeFi Technologies Provides Update on Timing of Annual Filings

 

TORONTO, March 23, 2026DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (Nasdaq: DEFT) (CBOE CA: DEFI) (GR: R9B), a financial technology company bridging the gap between traditional capital markets and decentralized finance (“DeFi”), today announced the Company may experience a delay in filing its annual financial statements, management’s discussion and analysis, and related CEO and CFO certifications for the year ended December 31, 2025 (collectively, the “Annual Filings”).

 

The potential delay relates solely to the possible timing of receipt of a SOC 2 Type 2 report from a material third-party counterparty that is relevant to the Company’s audit procedures. As of the date of this release, the Company has not yet determined whether the report will be received in time to support completion of the audit process by the filing deadline of March 31, 2026.

 

If the SOC 2 Type 2 report is received by March 31, 2026, the Company currently expects to complete its audit procedures and file the Annual Filings on time.

 

If the report is not received by March 31, 2026, management intends to undertake additional audit procedures, which may involve substantial incremental cost, in order to support completion of the audit and filing of the Annual Filings as promptly as possible.

 

The Company emphasizes that the potential delay does not relate to any disagreement with its auditors, any issues with the Company’s financial statements, or any identified weakness in the Company’s internal controls over financial reporting. Other than the possible delay in receiving the SOC 2 Type 2 report from the third-party counterparty, the audit process is otherwise expected to be completed on schedule.

 

In connection with the potential delay and default in the completion of the Annual Filings, the Company has made an application to the Ontario Securities Commission (the “OSC”), as principal regulator, to approve a temporary management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"). If granted, the MCTO will prohibit trading in securities of the Company, whether direct or indirect, by certain insiders of the Company, but will not restrict trading by other parties. If the potential delay and default occur, until the Annual Filings are completed, the Company will comply with the alternative information guidelines set out in NP 12-203, including by issuing bi-weekly default status reports by way of further news releases.

 

In addition, the Company intends to file its 2025 Annual Report on Form 40-F, including the Annual Filings, with the U.S. Securities and Exchange Commission (the “SEC”) on EDGAR at the same time the Annual Filings are filed with the Canadian securities regulatory authorities on SEDAR+.

 

The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on November 14, 2025 of the Company's latest interim financial reports for the period ended September 30, 2025.

 

DeFi Technologies will provide further updates as appropriate.

 

 

 

 

About DeFi Technologies

 

DeFi Technologies Inc. (Nasdaq: DEFT) (CBOE CA: DEFI) (GR: R9B) is a financial technology company bridging the gap between traditional capital markets and decentralized finance (“DeFi”). As the first Nasdaq-listed digital asset manager of its kind, DeFi Technologies offers equity investors diversified exposure to the broader decentralized economy through its integrated and scalable business model. This includes Valour, which offers access to over one hundred of the world’s most innovative digital assets via regulated ETPs; Stillman Digital, a digital asset prime brokerage focused on institutional-grade execution and liquidity; Reflexivity Research, which provides leading research into the digital asset space; and DeFi Alpha, the Company’s internal arbitrage and trading business line. With deep expertise across capital markets and emerging technologies, DeFi Technologies is building the institutional gateway to the future of finance. Follow DeFi Technologies on LinkedIn and X/Twitter, and for more details, visit https://defi.tech/.

 

DeFi Technologies Subsidiaries

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

About Stillman Digital

 

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.com.

 

About Reflexivity Research

 

Reflexivity Research LLC is a leading research firm specializing in the creation of high-quality, in-depth research reports for the bitcoin and digital asset industry, empowering investors with valuable insights. For more information please visit https://www.reflexivityresearch.com/.

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the timing of filing for the Annual Filings and its 2025 Annual Report on Form 40-F, the potential issuance of the MCTO by the OSC, financial results of the Company; revenue outlook of the Company and its business segments; growth of AUM; geographic expansion of the Company’s core businesses; revenue generating opportunities for the Company’s digital asset holdings; upcoming ETP launches; revenue generation by DeFi Alpha and competitive factors; integration of Stillman Digital and plans and outlook for 2026; fluctuation in digital asset prices; geographic expansion of the Company; investment and interest in the digital asset sector; development of the DeFi Advisory business line; future collaborations and partnerships; development of ETPs; future acquisitions by the Company; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by DeFi Technologies and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to the acceptance of Valour exchange traded products by exchanges; ability of the Company to successfully integrate and grow Reflexivity Research, Stillman Digital, and DeFi Advisory; the proliferation of digital asset treasury companies; growth and development of DeFi and the digital asset sector; rules and regulations with respect to DeFi and digital assets; fluctuation in digital asset price levels; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

For further information, please contact:

 

Johan Wattenstrom

 

Chief Executive Officer

 

ir@defi.tech

 

(323) 537-7681

 

 

 

 

FAQ

Why might DeFi Technologies (DEFT) delay its 2025 annual filings?

DeFi Technologies may delay its 2025 annual filings because its auditor relies on a SOC 2 Type 2 report from a material third-party counterparty that might not arrive by March 31, 2026. Without that report, the company must perform extra audit procedures before completing the filings.

Does the potential filing delay at DeFi Technologies relate to financial or control issues?

The company states the potential delay is not due to problems in its financial statements or internal controls. It also says there is no disagreement with its auditors, and that the audit process is otherwise expected to be completed on schedule apart from the third-party report timing.

What regulatory steps is DeFi Technologies (DEFT) taking if its annual filings are late?

DeFi Technologies has applied to the Ontario Securities Commission for a temporary management cease trade order. If granted and a filing default occurs, certain insiders would be prohibited from trading the company’s securities, while trading by other investors would not be restricted under that order.

How will DeFi Technologies keep investors informed if its 2025 filings are delayed?

If a delay and default occur, the company plans to follow National Policy 12‑203 alternative information guidelines. This includes issuing bi‑weekly default status reports through additional news releases until the annual financial statements and related filings are completed.

When and where will DeFi Technologies file its 2025 Form 40-F?

DeFi Technologies intends to file its 2025 Annual Report on Form 40‑F with the SEC on EDGAR at the same time it files its Canadian annual materials on SEDAR+. These U.S. filings will include the same annual financial statements and related documents.

Has DeFi Technologies (DEFT) reported any new material business developments recently?

The company states there have been no material business developments since November 14, 2025. That date corresponds to its latest interim financial reports for the period ended September 30, 2025, apart from matters disclosed in prior press releases and material change reports.

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