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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 25, 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 1.01. Entry into a Material Definitive Agreement.
On July 25, 2025, DeFi Development Corp. (the
“Company”), entered into a master loan agreement (the “Agreement”) with BitGo Hong King Limited (“Lender”).
The Agreement creates a framework under which the Company may borrow digital assets or cash from Lender from time to time. Each loan is
documented in a separate loan request agreed to by the parties setting forth the specific terms, including principal amount, fees, collateral
requirements, and the date on which the loan is to commence and mature.
The loan fee, effectively the interest rate on
the borrowed amounts, is to be determined for each loan and is calculated on a daily basis at the annualized rate specified in each confirmation.
Each loan may have a fixed term, or may include
a call option or prepayment option, as specified in each loan request. In general, either party can terminate a loan by providing notice
within the time frame set forth in the Agreement. Upon termination, the borrowed digital assets or cash must be returned, and the related
collateral released.
Borrowings under the Agreement are secured by
collateral in favor of the Lender. Collateral may include Solana, cash or other forms agreed upon by the Parties. The collateral’s
required value is typically higher than the borrowed amount, subject to margin calls as set forth in the Agreement. If the value
of posted collateral falls below the margin call threshold, the Company must promptly post additional collateral. Failure to maintain
sufficient collateral can result in an event of default and remedies available to the Lender, including the right to liquidate pledged
collateral.
The Agreement contains representations and warranties
and affirmative and negative covenants customary for financings of this type, as well as customary events of default.
The foregoing is a summary of the material terms
of the Agreement, and it is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit
10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Loan Request
On July 25, 2025, the parties agreed to a loan
request for 75,000 Solana at a loan fee amount of 12.5% per annum and a maturity date of November 25, 2025. The loan shall be collateralized
by the Company’s treasury assets (including Solana) at a 250% collateral level and a margin call level of 200%.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. |
|
Description |
| 10.1 |
|
Master Loan Agreement, dated July 25, 2025, between DeFi Development Corp. and BitGo Hong Kong Limited |
| 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 thereunto duly authorized.
| |
DeFi Development Corp. |
| |
|
|
| Date: July 31, 2025 |
By: |
/s/ Joseph Onorati |
| |
|
Joseph Onorati
Chief Executive Officer |
