DeFi Development (Nasdaq: DFDV) sells shares and pre-funded warrants in private placement

Rhea-AI Filing Summary

DeFi Development Corp filed an 8-K describing the closing of a previously announced private placement with institutional and accredited investors. The company sold and issued 4,171,907 shares of common stock and pre-funded warrants to acquire up to 5,781,636 additional shares, with each share priced at $12.50 and each pre-funded warrant priced at $12.4999 per underlying share, and the warrants having a $0.0001 per-share exercise price. These securities were issued in an unregistered transaction relying on Section 4(a)(2) and/or Regulation D, and may only be resold pursuant to registration or a valid exemption.

Following the closing on August 28, 2025, total shares outstanding were 25,373,702. The company also issued a press release on the same date providing an update on its holdings of Solana and Solana equivalents and related metrics, which is furnished as an exhibit and contains forward-looking statements subject to risks and uncertainties.

Positive

• None.

Negative

• The company issued 4,171,907 new shares and pre-funded warrants for up to 5,781,636 additional shares, increasing the share count and creating additional potential dilution for existing stockholders.

Insights

Equity Capital Markets Analyst

DeFi Development raises capital via a sizable unregistered equity and warrant sale, creating meaningful potential dilution for existing shareholders.

DeFi Development Corp completed a private placement selling 4,171,907 common shares and issuing pre-funded warrants for up to 5,781,636 additional shares. Pricing was tight between instruments, with common stock at $12.50 per share and pre-funded warrants at $12.4999, with a nominal $0.0001 exercise price. This structure effectively treats the warrants as nearly fully paid, a common approach when investors want to cap immediate ownership while retaining economic exposure.

The filing notes that total shares outstanding reached 25,373,702 as of August 28, 2025, indicating that the transaction materially expands the current equity base and leaves further issuance possible upon warrant exercise. Because the transaction was conducted under Section 4(a)(2) and Regulation D, the securities are restricted and any broader resale would generally require registration or another exemption. The company also highlighted a press release updating its Solana and Solana-equivalent holdings, signaling that digital asset positions remain a relevant part of its story, though detailed metrics reside in the exhibit rather than this summary.

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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 28, 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 Offices)				(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:

☐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 3.02 Unregistered Sales of Equity Securities.

On August 28, 2025, DeFi Development Corp.’s (the “Company”) closed a previously announced private placement offering (the “Offering”) pursuant to subscription agreements entered into with certain institutional and accredited investors, pursuant to which the Company sold and issued an aggregate of (i) 4,171,907 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to acquire up to 5,781,636 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.0001 per share. The purchase price for one share of Common Stock was $12.50 and the purchase price for one Pre-Funded Warrant was $12.4999 per share.

The Offering and sale of the Shares and the Pre-Funded Warrants, including Pre-Funded Warrant Shares, was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder. Neither the issuance of the securities, nor the Pre-Funded Warrant Shares, have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Item 7.01 Regulation FD Disclosure.

On August 28, 2025, after the Offering close, the Company's total shares outstanding was 25,373,702.

The information furnished under this Item 7.01 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On August 28, 2025, the Company issued a press release announcing 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 Number		Description
99.1		Press Release, dated as of August 28, 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.

			DEFI DEVELOPMENT CORP
Date:	August 28, 2025	By:	/s/Joseph Onorati
		Name: Title:	Joseph Onorati Chairman and Chief Executive Officer

FAQ

What equity securities did DeFi Development Corp (DFDV) issue in the private placement?

DeFi Development Corp sold and issued 4,171,907 shares of common stock and pre-funded warrants to acquire up to 5,781,636 additional common shares. The common shares were priced at $12.50 per share, and each pre-funded warrant was priced at $12.4999 per underlying share with a $0.0001 exercise price per share.

How many DeFi Development Corp shares were outstanding after the August 28, 2025 offering?

After the private placement closed on August 28, 2025, DeFi Development Corp reported that its total shares outstanding were 25,373,702.

Was DeFi Development Corp’s private placement registered with the SEC?

No. The sale of the shares and pre-funded warrants was conducted as an unregistered offering in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D. The securities, including the shares underlying the pre-funded warrants, have not been registered and may only be offered or sold under a registration statement or a valid exemption.

What did DeFi Development Corp disclose about its Solana holdings?

On August 28, 2025, DeFi Development Corp issued a press release providing an update on its holdings of Solana and Solana equivalents and related metrics. The detailed information is contained in the press release filed as Exhibit 99.1, which also includes forward-looking statements subject to risks and uncertainties.

What exchange does DeFi Development Corp’s common stock trade on and under what symbol?

DeFi Development Corp’s common stock, par value $0.00001 per share, is listed on The Nasdaq Stock Market LLC under the trading symbol DFDV.

What legal basis did DeFi Development Corp use for the unregistered sale of securities?

The company states that the offering and sale of the shares and pre-funded warrants were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, which provide exemptions from SEC registration for certain private offerings.