[8-K] Janover Inc. Reports Material Event

Rhea-AI Filing Summary

On July 2, 2025, Defi Development Corp. (Nasdaq: DFDV) furnished a Form 8-K to provide a brief Regulation FD update on its capital structure.

Key disclosures as of June 30, 2025:

• Total shares outstanding will be 17,402,299 after conversion of a portion of the April 2025 convertible debt and the exercise of most May 2025 pre-funded warrants.
• Outstanding debt principal stands at $28.9 million.

The information, presented under Item 7.01, is deemed “furnished” rather than “filed,” limiting Exchange Act liability and automatic incorporation by reference. An accompanying press release containing the June 2025 Shareholder Letter and Business Update is filed as Exhibit 99.1.

No revenue, earnings or cash-flow data were included. The update signals modest equity dilution coupled with some debt-to-equity conversion, while total debt remains material. Investors seeking operational or financial performance details must review Exhibit 99.1.

Positive

• Partial conversion of April 2025 convertible debt may reduce future interest expense and lessen balance-sheet leverage.
• Company maintains Reg FD transparency by promptly disclosing current share count and debt levels.

Negative

• Equity dilution: total shares rise to 17.4 M, potentially lowering EPS and shareholder ownership percentages.
• Debt remains $28.9 M, with no detail on repayment schedule or covenants, keeping leverage risk elevated.
• Filing provides no earnings or cash-flow data, limiting investors’ ability to gauge financial health.

Insights

Equity Analyst

TL;DR: Neutral impact; share count up to 17.4 M, debt still $28.9 M, limited financial detail.

The filing chiefly updates capital structure. Converting part of the April convertible note modestly reduces future interest cost, but issuing new shares dilutes existing holders. Debt remains sizable relative to the company’s likely revenue base (not disclosed here), so the overall leverage picture changes little. Because no operating metrics accompany the disclosure, valuation implications are minimal until investors see Exhibit 99.1. In my view, the news is information-only, with no immediate catalyst.

Risk Analyst

TL;DR: Slightly negative; equity dilution without clear debt reduction details.

The move raises total shares outstanding by an unspecified amount, potentially pressuring per-share metrics and signaling further reliance on equity to service obligations. Debt remains high at $28.9 million, and the filing omits covenant or maturity data, leaving credit-risk assessment unchanged. Absent operational guidance, investors face uncertainty about the company’s ability to manage leverage. While transparency is welcome, risk/reward skews mildly negative pending fuller financial context.

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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): July 2, 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.

Total Shares and Debt Principal Outstanding

The Company will disclose on its website that the Company will have 17,402,299 total shares outstanding following the issuance of shares pursuant to the conversion of a portion of the April convertible debt and the exercise of the majority of the May pre-funded warrants, as of June 30, 2025. The Company will also disclose on its website that the Company will have approximately $28.9 million of outstanding debt principal as of June 30, 2025.

The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1, is being furnished and shall 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 such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 8.01. Other Events.

On July 2, 2025, the Company issued a press release disclosing its June 2025 Shareholder Letter and Business Update, as previously announced, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the letter attached as Exhibit 99.1 hereto, the letter 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 letter regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 2, 2025 and June 2025 Shareholder Letter and Business Update
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: July 8, 2025	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chairman & CEO

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FAQ

How many shares of Defi Development (DFDV) are outstanding as of June 30, 2025?

The company reports 17,402,299 shares outstanding after recent conversions and warrant exercises.

What is Defi Development’s outstanding debt principal?

Outstanding debt principal is approximately $28.9 million as of June 30, 2025.

Why did Defi Development issue additional shares?

Shares were issued due to the conversion of a portion of April 2025 convertible debt and the exercise of most May 2025 pre-funded warrants.

Does the 8-K include any earnings or revenue figures for Defi Development?

No. The filing contains no earnings, revenue or cash-flow data; it focuses solely on share count and debt levels.

What document is attached as Exhibit 99.1 in the Form 8-K?

Exhibit 99.1 is a press release dated July 2, 2025 containing the June 2025 Shareholder Letter and Business Update.

Is the information in Item 7.01 considered ‘filed’ under the Exchange Act?

No. It is furnished, not filed, so it is not subject to Section 18 liability or automatic incorporation by reference.