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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 8, 2025
DEFI DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41748 |
|
83-2676794 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
6401 Congress Avenue, Suite 250
Boca Raton, Florida |
|
33487 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
(561) 559-4111
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
DFDV |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
In connection with the press release described
in Item 8.01 below, DeFi Development Corp. (the “Company”) will make available a document containing questions and answers
(the “FAQ”) regarding the Warrant Distribution on the Warrant Dividend section of the Company’s Investor Relations website.
The FAQ is attached as Exhibit 99.2 to this Form 8-K.
The information furnished in this Current Report
under Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 8, 2025, the Company issued a press
release announcing that the Board of Directors of the Company declared a warrant dividend distribution (the “Warrant Distribution”)
to the record holders of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), in the form
of warrants to purchase Common Stock (the “Warrants”). The Warrants will be distributed on or around October 27, 2025 to the
record holders of Common Stock as of the close of business on October 23, 2025 (the “Record Date”). Holders of Common Stock
will receive one (1) warrant for each ten (10) shares of Common Stock, rounded down to the nearest whole number. Additionally, in lieu
of an adjustment to the conversion rate, holders of the Company’s 5.50% Convertible Senior Notes due 2030 (the “Convertible
Notes”) as of the Record Date will also receive, at the same time and on the same terms as holders of Common Stock, Warrants, without
having to convert such holder’s Convertible Notes, as if such holder held a number of shares of Common Stock, equal to the product
of (i) the conversion rate applicable to the Convertible Notes in effect on the Record Date and (ii) the aggregate principal amount (expressed
in thousands) of Convertible Notes held by such holder on the Record Date. The expiration date of the warrants is expected to be on or
about January 21, 2028 and will have an exercise price of $22.50 per share. We intend to apply for the warrants to be listed on Nasdaq
to facilitate trading, which may begin under ticker symbol DFDVW on the first day of trading following the distribution date.
The foregoing description is only a summary and
is qualified in its entirety by reference to the press release, which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein
by reference.
No Offer or Solicitation. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
The issuance of the Warrants in the Warrant Distribution
has not been registered under the Securities Act, as the distribution of a Warrant for no consideration does not constitute a sale of
a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and registration statement containing a prospectus
or prospectus supplement describing the terms of the Warrants will be filed with the Securities and Exchange Commission (the “SEC”)
and will be available on the SEC’s website located at http://www.sec.gov. Holders of Common Stock and the Company’s Convertible
Senior Notes due 2030 should read the prospectus or prospectus supplement carefully, including the Risk Factors section included and incorporated
by reference therein. This communication contains a general summary of the Warrants. Please read the warrant agreement relating to the
Warrants when it becomes available as it will contain important information about the terms of the Warrants.
Cautionary Note Regarding Forward-Looking Statements.
This Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the anticipated warrant distribution. These forward-looking statements are based on
the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and
changes in circumstances that may cause Company’s actual results, performance or achievements to differ materially from those expressed
or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions, and are
more fully in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly
Reports on Form 10-Q and other reports we file with the SEC. Please refer to the cautionary notes in the press release and the FAQ regarding
these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated October 8, 2025 |
| 99.2 |
|
Warrant Dividend Distribution FAQ, dated October 8, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: October 8, 2025 |
DEFI DEVELOPMENT CORP. |
| |
|
|
| |
By: |
/s/ Joseph Onorati |
| |
Name: |
Joseph Onorati |
| |
Title: |
Chairman & CEO |
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