[8-K] Janover Inc. Reports Material Event

Rhea-AI Filing Summary

DeFi Development Corp. (Nasdaq: DFDV) filed an 8-K on 29 Jul 2025 disclosing recent equity activity.

• Shares outstanding: 20,556,103 as of 28 Jul 2025.
• New issuance: 975,000 common shares were sold during the week ended 28 Jul 2025 under the Company’s equity line of credit, generating roughly $20 million in net proceeds.
• Dilution: The new shares enlarge the float by about 4.7%, incrementally diluting existing holders.
• The Company also issued a press release (Ex. 99.1) providing an update on utilisation of the equity line, its Solana holdings and related metrics; the detailed figures were not included in the filing.

The disclosure is furnished under Item 7.01 (Reg FD) and Item 8.01 (Other Events); therefore it is not deemed “filed” for Exchange Act liability purposes. No earnings data, guidance revisions, or major transactions were reported.

Positive

• $20 million of net proceeds enhances liquidity without additional leverage

Negative

• Issuance of 975 k shares increases share count by ~4.7%, creating dilution for existing shareholders
• Ongoing dependence on an equity line may signal limited alternative financing options

Insights

Securities Analyst

TL;DR – Neutral-to-slightly negative: liquidity raised, but dilution ~4.7%.

The $20 million raise strengthens near-term liquidity without incurring debt, which is positive for balance-sheet flexibility. However, issuing 975 k shares increases total shares outstanding to 20.6 million, diluting EPS potential and existing ownership stakes. The filing contains no operational or earnings updates, so fundamental valuation drivers are unchanged. Overall market impact should be modest: investors will weigh improved cash runway against dilution and continued reliance on an equity line of credit.

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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 29, 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.

On July 29, 2025, the Company issued a press release, attached hereto as exhibit 99.1, which discloses that the Company has 20,556,103 total shares outstanding as of July 28, 2025. For the week ended July 28, 2025 the Company issued 975,000 common shares under the equity line of credit representing approximately $20.0 million of net proceeds.

The information furnished under this Item 7.01, including Exhibit 99.1, will 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 that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On July 29, 2025, the Company issued a press release announcing an update on its utilization of the equity line of credit, 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 July 29, 2025
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.

		DEFI DEVELOPMENT CORP.
Date: July 29, 2025	By:	/s/ Joseph Onorati
	Name:  Title:	Joseph Onorati Chairman & Chief Executive Officer

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FAQ

How many shares does DeFi Development Corp. have outstanding after the latest issuance?

As of 28 Jul 2025 the Company reports 20,556,103 shares outstanding.

What proceeds did DFDV raise from its recent equity line of credit draw?

The Company raised approximately $20 million in net proceeds during the week ended 28 Jul 2025.

How dilutive is the new share issuance for current DFDV investors?

The 975,000 new shares expand the float by roughly 4.7%, diluting existing holders by the same magnitude.

Does the 8-K include updated earnings or guidance for DeFi Development Corp.?

No. The filing only covers equity issuance, share count and reference to Solana holdings; it contains no earnings or forward-guidance metrics.

Is the information in Item 7.01 of this 8-K considered 'filed' with the SEC?

No. Disclosures under Item 7.01 are furnished, not filed, and therefore are not subject to Section 18 liability.