false
0001805526
0001805526
2025-09-17
2025-09-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 17, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2025, Marco Santori, a director
of DeFi Development Corp. (the “Company”), tendered his resignation as a member of the Board of Directors of the Company.
His decision to resign from the Board of Directors was not due to any disagreement with the Company.
Item 8.01 Other Events.
On September 17, 2025, the Company issued a press
release, attached hereto as exhibit 99.1, which discloses that the Company has 20,670,108 total shares outstanding as of September 16,
2025, and announced 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated September 17, 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: September 18, 2025 |
DEFI DEVELOPMENT CORP. |
| |
|
|
| |
By: |
/s/ Joseph Onorati |
| |
Name: |
Joseph Onorati |
| |
Title: |
Chairman & CEO |
