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DeFi Development (NASDAQ: DFDV) completes move from Delaware to Nevada

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DeFi Development Corp. has completed a legal reincorporation from Delaware to Nevada, effective June 26, 2026, at 3:01 a.m. Eastern Time. The company’s internal affairs are now governed by Nevada law, a new Nevada Charter and Nevada Bylaws approved by its board.

Each share of Delaware common and Series A preferred stock automatically converted into one equivalent Nevada share, and all existing options, warrants, RSUs and other rights now relate to Nevada common stock on the same terms. The company states there is no change to its headquarters, management, operations, assets, liabilities or material contracts, and its common stock continues to trade on Nasdaq under the symbol DFDV.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective time of Nevada reincorporation 3:01 a.m. Eastern Time on June 26, 2026 Reincorporation effective time
Common stock par value $0.00001 per share Par value of Delaware and Nevada common stock
Series A Preferred Stock par value $0.00001 per share Par value before and after reincorporation
Nevada Reincorporation regulatory
"the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Nevada Reincorporation”)"
Plan of Conversion regulatory
"A more detailed description of the Plan of Conversion, Nevada Charter, Nevada Bylaws"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
Information Statement regulatory
"is set forth in the Information Statement filed by the Company with the Securities and Exchange Commission"
An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.
ATM Shares financial
"with respect to the ATM Shares (as defined in the legal opinion)"
Registration Statement on Form S-3 regulatory
"is incorporated by reference into the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
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Understanding 8-K Material Events →
FALSE000180552600018055262026-06-252026-06-250001805526DFDV:CommonStockParValue0.00001PerShareMember2026-06-252026-06-250001805526DFDV:WarrantsEachWarrantExercisableForOneShareOfCommonStockMember2026-06-252026-06-25

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): June 25, 2026
DEFI DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Nevada001-4174883-2676794
(State or other jurisdiction
 of Incorporation)		(Commission File Number)(IRS Employer
 Identification Number)
6401 Congress Avenue, Suite 250
 Boca Raton, FL
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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001 per shareDFDVThe Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common StockDFDVWThe 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 8.01 Other Events.
On June 25, 2026, DeFi Development Corp. (the “Company”) filed (i) articles of conversion and articles of incorporation with the Nevada Secretary of State and (ii) a certificate of conversion with the Delaware Secretary of State, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Nevada Reincorporation”) became effective on June 26, 2026, at 3:01 a.m. Eastern Time (12:01 a.m. Pacific Time) (the “Effective Time”). At the Effective Time:
•the Company’s state of incorporation changed from the State of Delaware to the State of Nevada; and
•the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Nevada Secretary of State (the “Nevada Charter”) and the bylaws (the “Nevada Bylaws”) approved by the Company’s board of directors (the “Board”).
The Nevada Reincorporation did not result in any change in headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Nevada Reincorporation). The Nevada Reincorporation did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be the rights and obligations of the Company after the Nevada Reincorporation.
At the Effective Time, each outstanding share of common stock, par value $0.00001 per share, of the Delaware corporation (the “Delaware common stock”) automatically converted into one outstanding share of common stock, par value $0.00001 per share, of the Nevada corporation (the “Nevada common stock”), and each outstanding share of Series A Preferred Stock, par value $0.00001 per share, of the Delaware corporation automatically converted into one outstanding share of Series A Preferred Stock, par value $0.00001 per share, of the Nevada corporation. Stockholders do not need to exchange their existing book-entry shares for new book-entry entitlements.
At the Effective Time, each outstanding stock option, restricted share, restricted stock unit, warrant, convertible note, purchase right, or other right to acquire shares of the Company’s common stock, as applicable, became an option, restricted share, restricted stock unit, warrant, convertible note, purchase right, or other right, as applicable, to acquire an equal number of shares of Nevada common stock under the same terms and conditions.
The Nevada common stock continues to be traded on the Nasdaq Stock Market LLC under the symbol “DFDV.”
Certain rights of the Company’s stockholders changed as a result of the Nevada Reincorporation. A more detailed description of the Plan of Conversion, Nevada Charter, Nevada Bylaws, and the effects of the Nevada Reincorporation is set forth in the Information Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 5, 2026.
Copies of the Plan of Conversion, Nevada Charter and Nevada Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
A legal opinion of Brownstein Hyatt Farber Schreck, LLP is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-289974, 333-290116 and 333-293054) filed with the SEC on September 2, 2025, September 8, 2025, and January 29, 2026, respectively.
A legal opinion of Brownstein Hyatt Farber Schreck, LLP is filed as Exhibit 5.2 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-295142), filed with the SEC on April 17, 2026, and the prospectus supplement dated May 1, 2026 filed thereunder, as amended and supplemented by supplement no. 1, dated June 1, 2026, with respect to the ATM Shares (as defined in the legal opinion).
A legal opinion of Brownstein Hyatt Farber Schreck, LLP is filed as Exhibit 5.3 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statements on Form S-1 (File Nos. 333-287964, 333-288067, 333-290133, and 333-291128), filed with the SEC on June 11, 2025 (as amended on June 23, 2025), June 16, 2025 (as amended on June 20, 2025), September 9, 2025 (as amended on October 14, 2025), and October 28, 2025, respectively.
1



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 Nevada Reincorporation. 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 the 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 described 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 the Company files with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
2.1
Plan of Conversion of DeFi Development Corp.
3.1
Articles of Incorporation of DeFi Development Corp.
3.2
Bylaws of DeFi Development Corp.
5.1
Opinion of Brownstein Hyatt Farber Schreck, LLP.
5.2
Opinion of Brownstein Hyatt Farber Schreck, LLP.
5.3
Opinion of Brownstein Hyatt Farber Schreck, LLP.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2

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: June 26, 2026DEFI DEVELOPMENT CORP.
By:/s/ Joseph Onorati
Name: Joseph Onorati
Title:Chairman & CEO
3

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did DeFi Development Corp. (DFDV) announce in this 8-K?

DeFi Development Corp. completed a reincorporation from Delaware to Nevada. The move became effective June 26, 2026, shifting governance to Nevada law, a new Nevada Charter and Nevada Bylaws while keeping the business and operations unchanged.

How does the Nevada reincorporation affect DFDV shareholders?

Each Delaware share automatically converted into one Nevada share with the same par value. Existing options, warrants, RSUs and other rights now reference Nevada common stock on identical terms, so shareholder economic interests remain the same after the reincorporation.

Did DeFi Development Corp. change its Nasdaq listing or ticker after reincorporating?

The company’s Nevada common stock continues trading on the Nasdaq Stock Market LLC under the symbol DFDV. The reincorporation changed the state of incorporation and governing documents but did not alter the listing venue or trading symbol.

Were DFDV’s business operations or contracts altered by the Nevada move?

The company states the reincorporation did not change its headquarters, management, jobs, properties, obligations, assets, liabilities or net worth, aside from transaction costs. It also notes its material contracts and related rights and obligations remain in place after the move.

What governance documents now apply to DeFi Development Corp. after reincorporation?

After the effective time, the company’s internal affairs ceased to be governed by its Delaware certificate of incorporation and bylaws. Governance is now under Nevada law, a Nevada Charter filed with the Nevada Secretary of State, and Nevada Bylaws approved by the board.

Where can investors find more detail on DFDV’s Nevada reincorporation terms?

A detailed description appears in the company’s Information Statement filed with the SEC on June 5, 2026. The 8-K also files the Plan of Conversion, Nevada Charter and Nevada Bylaws as exhibits, incorporating them by reference for additional legal and structural detail.

Filing Exhibits & Attachments

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