[8-K] Janover Inc. Reports Material Event

Rhea-AI Filing Summary

DEFI Development Corp. filed a Current Report on Form 8-K dated August 12, 2025, disclosing that it issued a press release containing its Q2 2025 Shareholder Letter and Business Update, which includes a report of the companys financial results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and the cover page interactive data file is listed as Exhibit 104.

The filing also states that the information in Item 2.02 and Exhibit 99.1 is furnished, not "filed," and therefore is not subject to Section 18 liability or automatically incorporated by reference into other securities filings. The shareholder letter contains a cautionary note on forward-looking statements.

Positive

• Transparency: The company furnished its Q2 2025 Shareholder Letter and Business Update as Exhibit 99.1, giving investors access to the latest corporate update.
• Procedural disclosure: The 8-K lists the press release and the interactive data cover page, meeting filing requirements and directing investors to the exhibit for details.

Negative

• No financial metrics in the Form 8-K: The form states the shareholder letter reports Q2 financial results but does not include any figures within the 8-K itself.
• Limitation on liability: The filing expressly furnishes rather than files the press release, meaning the content is not subject to Section 18 liability and is not automatically incorporated by reference.

Insights

Financial Analyst

TL;DR: Routine disclosure of a shareholder letter and Q2 results; no financial figures are provided in the 8-K itself.

The 8-K notifies investors that the company issued a press release and shareholder letter reporting Q2 2025 financial results for the period ended June 30, 2025, and attaches that release as Exhibit 99.1. Because this Form 8-K furnishes the release rather than filing numeric tables within the form, the report here provides notice but does not present financial metrics directly. Investors must review Exhibit 99.1 for substantive numbers; the filing also includes the standard caution that forward-looking statements are present in the letter.

Corporate Governance Expert

TL;DR: Filing follows standard disclosure practice; limitation on incorporation reduces statutory liabilities for the attached materials.

The company properly disclosed issuance of a shareholder letter and business update and attached the press release as Exhibit 99.1. The explicit statement that the furnished information is not "filed" under Section 18 means the company limits statutory liability for the content, which is a common legal precaution. The 8-K provides procedural transparency but, without the exhibit text or embedded financials in the form, offers limited governance insight on its own.

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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): August 12, 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 2.02. Other Events.

On August 12, 2025, the Company issued a press release disclosing its Q2 2025 Shareholder Letter and Business Update, which includes a report of the financial results of the Company for the second quarter ended June 30, 2025. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, 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 that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

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 August 12, 2025 and Q2 2025 Shareholder Letter and Business Update
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: August 12, 2025	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chairman & CEO

2

FAQ

What did DEFI Development Corp. disclose in the Form 8-K filed Aug 12, 2025?

The company disclosed it issued a press release containing its Q2 2025 Shareholder Letter and Business Update, which reports financial results for the quarter ended June 30, 2025, and attached the release as Exhibit 99.1.

Is the press release attached to the 8-K considered legally "filed"?

No. The 8-K states the information in Item 2.02 and Exhibit 99.1 is furnished, not filed, so it is not subject to Section 18 liability and is not automatically incorporated by reference into other filings.

Where can I find the financial results referenced in the 8-K?

The Form 8-K indicates the financial results are included in the Q2 2025 Shareholder Letter attached as Exhibit 99.1; investors should review that exhibit for the detailed figures.

Who signed the Form 8-K for DEFI Development Corp.?

The filing is signed by Joseph Onorati, identified as Chairman & CEO.

What exhibits are listed in the 8-K?

Exhibit 99.1: Press Release dated August 12, 2025 and Q2 2025 Shareholder Letter and Business Update; Exhibit 104: Cover Page Interactive Data File.