[S-8] Janover Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

DEFI DEVELOPMENT CORP. files a reoffer prospectus related to registration of shares under an S-8 style disclosure for employee/stockholder reoffers. The document lists permitted reduced disclosure accommodations (e.g., two years of audited statements, exemption from auditor attestation, reduced executive compensation disclosure and no advisory vote on compensation). The prospectus highlights risk factors including interest rate volatility, uncertainty in staking/validator reward yields, ability to achieve future profitability, regulatory and compliance challenges, growth management, access to capital, credit and pricing accuracy, maintaining Nasdaq listing, potential share sales and pending or possible legal/governmental proceedings. The filing includes a table of selling securityholders with individual names and amounts, exhibit list (legal opinion, auditor consent, power of attorney) and officer/director signatures.

Positive

• Legal opinion and consents included, including opinion of Perkins Coie LLP and auditor consents, supporting registration legality
• Signatures from CEO, CFO and directors indicate authorized execution of the prospectus
• Disclosure of selling securityholders by name and amounts provides investor transparency about who may sell shares

Negative

• Use of reduced disclosure accommodations (two years audited statements, no auditor attestation) limits historical transparency
• Multiple operational and market risks disclosed including interest rate volatility and uncertain staking reward yields that could harm results
• No financial results or aggregate share impact provided in the excerpt, preventing assessment of dilution or materiality

Insights

Corporate Governance Expert

TL;DR: The filing uses reduced-reporting accommodations and discloses governance and disclosure limitations that investors should note.

The prospectus explicitly states the company will use reduced disclosure accommodations permitted for smaller reporting or emerging growth companies, including limited audited financial history and no auditor attestation of internal controls. These accommodations reduce transparency about historical controls and compensation practices. The document also identifies standard risk categories—regulatory compliance, listing maintenance and potential legal proceedings—that can affect governance oversight and shareholder rights. The presence of legal opinions and consents indicates standard compliance steps for registration.

Securities Analyst

TL;DR: The filing is a routine S-8/reoffer prospectus with material operational and market risks disclosed; no financial results are provided here.

The prospectus discloses key operational risks that could materially affect financial performance: interest rate volatility, uncertain staking yields, profitability challenges, capital access and growth execution. It also lists selling securityholders by name and share amounts, suggesting potential near-term share supply but without aggregate totals or percentages of outstanding shares. Exhibits include legal opinion (Perkins Coie LLP) and auditor consents, which are typical for registration. Because the filing contains no earnings figures, valuation impact cannot be assessed from this document alone.

As filed with the Securities and Exchange Commission on September 8, 2025

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

DEFI DEVELOPMENT CORP.

(Exact name of Registrant as specified in its charter)

Delaware		83-2676794
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6401 Congress Avenue, Suite 250

Boca Raton, FL 33487

(Address of Principal Executive Offices, including zip code)

DEFI DEVELOPMENT CORP. (FORMERLY JANOVER INC.) 2023 EQUITY INCENTIVE PLAN

DEFI DEVELOPMENT CORP. (FORMERLY JANOVER INC.) 2021 EQUITY INCENTIVE PLAN

(Full title of the plans)

Joseph Onorati

Chief Executive Officer and Chairman

DeFi Development Corp.

6401 Congress Avenue, Suite 250

Boca Raton, FL 33487

(561) 559-4111

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Allison Handy

Kelly Reinholdtsen

Perkins Coie LLP

1301 Second Avenue, Suite 4200

Seattle, Washington 98101

(206) 359-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note

This Registration Statement on Form S-8 (this “Registration Statement”) includes a reoffer prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C to Form S-8 and in accordance with the requirements of Part I of Form S-3. This Reoffer Prospectus may be used for reoffers and resales of shares of common stock, par value $0.00001 per share (“Common Stock”), of DeFi Development Corp. (the “Registrant” or the “Company”), formerly known as Janover Inc., on a continuous or delayed basis that may be deemed to be “restricted securities” or “control securities” under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, that have been acquired by or are issuable to certain stockholders that are current or former employees, directors, and/or officers of the Registrant or its subsidiaries identified in the Reoffer Prospectus (the “Selling Securityholders”). The number of shares of Common Stock included in the Reoffer Prospectus represents shares of Common Stock acquired by or issuable to the Selling Securityholders pursuant to equity awards and does not necessarily represent an intention to sell any or all such shares of Common Stock. As specified in General Instruction C of Form S-8, the amount of securities to be reoffered or resold by means of the Reoffer Prospectus by each Selling Securityholder, and any other person with whom he or she is acting in concert for the purpose of selling the Registrant’s securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

REOFFER PROSPECTUS

615,887 Shares of Common Stock

 

DeFi Development Corp.

This reoffer prospectus (“Reoffer Prospectus”) relates to the offer and sale from time to time by the selling securityholders named in this Reoffer Prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 615,887 shares (the “Shares”) of common stock, par value $0.00001 per share (“Common Stock”), of DeFi Development Corp. (the “Company”). This Reoffer Prospectus covers the Shares (a) acquired by the Selling Stockholders pursuant to stock options and (b) acquired by or issuable to the Selling Securityholders pursuant to restricted stock units, in each case granted under the DeFi Development Corp. (formerly Janover Inc.) 2021 Equity Incentive Plan (the “2021 Plan”) or the DeFi Development Corp. (formerly Janover Inc.) 2023 Equity Incentive Plan (the “2023 Plan”). We are not offering any of the Shares and will not receive any proceeds from the sale of the Shares offered by this Reoffer Prospectus.

The Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares described in this Reoffer Prospectus in a number of different ways and at varying prices, including through underwriters or dealers that the Selling Securityholders may select, directly to purchasers (or a single purchaser), or through broker-dealers or agents. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. The Shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of a sale, prices related to the prevailing market prices over a period of time, or at negotiated prices. The Selling Securityholders may sell any, all, or none of the Shares and we do not know when or in what amount the Selling Securityholders may sell their Shares under this Reoffer Prospectus. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. We provide more information about how the Selling Securityholders may sell their Shares in the section titled “Plan of Distribution.” The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders will be borne by us.

Our Common Stock is listed on Nasdaq Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “DFDV.” On September 5, 2025, the last reported sale price for our Common Stock as reported on Nasdaq was $14.96 per share.

The amount of Shares to be offered or resold under this Reoffer Prospectus by each Selling Securityholder, and any other person with whom he or she is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act of 1933, as amended (the “Securities Act”).

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws, and, as such, we have elected to comply with certain reduced public company reporting requirements for this Reoffer Prospectus and may elect to do so in future filings.

The Securities and Exchange Commission (the “SEC”) may take the view that, under certain circumstances, the Selling Securityholders and any broker-dealers or agents that participate with the Selling Securityholders in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled “Plan of Distribution.”

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page [3] of this Reoffer Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Reoffer Prospectus is September 8, 2025.

TABLE OF CONTENTS

ABOUT THIS REOFFER PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
USE OF PROCEEDS		5
SELLING SECURITYHOLDERS		6
PLAN OF DISTRIBUTION		8
LEGAL MATTERS		10
EXPERTS		10
INFORMATION INCORPORATED BY REFERENCE		10
WHERE YOU CAN FIND ADDITIONAL INFORMATION		10

i

ABOUT THIS REOFFER PROSPECTUS

This Reoffer Prospectus contains important information you should know before investing, including important information about our Company and the Shares being offered. You should carefully read this Reoffer Prospectus, as well as the additional information contained in the documents described under “Where You Can Find Additional Information” and “Information Incorporated by Reference” in this Reoffer Prospectus, and in particular the periodic and current reports we file with the SEC.

You should rely only on the information contained in this Reoffer Prospectus or incorporated herein by reference or in any accompanying prospectus supplement. Neither we nor the Selling Securityholders have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders are making an offer to sell the Shares, or soliciting an offer to buy the Shares, in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information in this Reoffer Prospectus, any applicable prospectus supplement, or any documents incorporated by reference is accurate as of any date other than the date of the applicable document, regardless of the time of delivery of this Reoffer Prospectus or any applicable prospectus supplement, or any sale of Shares hereunder. Our business, financial condition, results of operations, and prospects may have changed since those dates.

We may provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this Reoffer Prospectus. You should read both this Reoffer Prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this Reoffer Prospectus titled “Where You Can Find Additional Information.”

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PROSPECTUS SUMMARY

This summary is not complete and does not contain all the information you should consider in making your investment decision. This summary is qualified in its entirety by the more detailed information included in this Reoffer Prospectus, including the documents incorporated by reference herein. You should read the entire Reoffer Prospectus carefully before making an investment in our securities. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections titled “Risk Factors,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the documents incorporated by reference in this Reoffer Prospectus. Unless the context otherwise requires, we use the terms “Company,” “Registrant,” “we” “us” and “our” in this Reoffer Prospectus to refer to DeFi Development Corp. and its consolidated subsidiaries.

DEFI DEVELOPMENT CORP.

Unless otherwise noted the share and per share information in this prospectus reflects a 7-for-1 forward stock split of our outstanding Common Stock effective as of May 20, 2025.

Overview

DeFi Development Corp. (formerly Janover Inc.) is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders have to manage. We provide a technology platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property lenders include traditional banks, credit unions, real estate investment trusts, debt funds, and other financial institutions looking to deploy capital into commercial mortgages.

In April 2025, the Company adopted a new treasury policy and strategy under which the principal holding in its treasury reserve on the balance sheet will be allocated to digital assets, starting with Solana (“SOL”) by applying a public-market treasury model to an asset that’s earlier in its lifecycle, structurally reflexive, and underexposed as compared to Bitcoin. The Board of Directors approved the Company’s treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL. The Company also operates SOL validators, enabling it to stake its treasury assets, participate in securing the network, and earn rewards that can be reinvested. This treasury strategy reflects a belief that SOL represents a high-conviction, long-term cryptoasset with superior technical performance, robust developer traction, and growing institutional adoption. The Company’s approach involves acquiring SOL directly — both through market purchases and strategic partnerships — and staking its holdings via Company-operated validators to generate native staking yield. This treasury initiative enhances the Company’s capital allocation strategy and does not affect its core commercial real estate platform, which remains fully operational. The AI-powered marketplace, software offerings, and subscription services supporting the multifamily and commercial property ecosystem continue to be a central part of the Company’s business.

Our website address is https://defidevcorp.com. Information contained on our website is not incorporated into this Reoffer Prospectus and you should not consider information contained on our website to be part of this Reoffer Prospectus.

Background

We were originally formed as Janover Ventures LLC, a Florida limited liability company, on November 28, 2018, and converted to Janover Inc., a Delaware corporation, on March 9, 2021.

On April 4, 2025, Blake Janover, then Chief Executive Officer and Chairman of Janover Inc., entered into a Stock Purchase Agreement (the “Purchase Agreement”) with DeFi Dev LLC, a Delaware limited liability company (“DeFi Dev”), and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”), to sell (i) 5,100,424 shares of Common Stock, with each share of Common Stock entitled to one vote per share and representing approximately 51.0% of the Company’s 11,059,622 issued and outstanding shares of Common Stock and (ii) 10,000 shares of Series A Preferred Stock of the Company, with each share of Series A Preferred Stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the Common Stock unless otherwise prohibited by law. DeFi Dev and NS Corp were previously unaffiliated parties to the Company. DeFi Dev purchased 2,884,287 shares of Common Stock and 5,500 shares of Series A Preferred Stock for $2,253,235 utilizing funds contributed by its managing member and other members. A portion of the funds for the purchase of shares by DeFi Dev came from a loan from Joseph Onorati. NS Corp purchased 2,216,137 shares of Common Stock and 4,500 shares of Series A Preferred Stock for $1,746,765 utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4,000,000. The transactions under the Purchase Agreement constituted a change in control of the Company.

Effective April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” and the ticker symbol for the Company’s Common Stock changed to “DFDV” on the Nasdaq Capital Market.

1

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the U.S. federal securities laws. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

● not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

● reduced disclosure obligations regarding executive compensation; and

● not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act to comply with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

Implications of Being a Smaller Reporting Company

We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We may elect to take advantage of certain reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

The Offering

This Reoffer Prospectus relates to the public offering, which is not being underwritten, by the Selling Securityholders listed in this Reoffer Prospectus, of up to 615,887 shares of Common Stock acquired by or issuable to the Selling Securityholders pursuant to equity awards granted under the 2021 Plan and the 2023 Plan. Subject to the satisfaction of any conditions to vesting of the Shares offered hereby pursuant to the terms of the relevant award agreement, the Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will not receive any proceeds from the sale of the Shares by the Selling Securityholders. The Selling Securityholders will bear all sales commissions and similar expenses in connection with this offering. We will bear all expenses of registration incurred in connection with this offering, as well as any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders. For more information, see the sections titled “Use of Proceeds,” “Selling Securityholders,” and “Plan of Distribution.”

2

RISK FACTORS

Our business is subject to numerous risks and uncertainties. In addition to the risks highlighted below under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the risks and uncertainties set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 27, 2025, as amended by Amendment No. 1 to Form 10-K on May 16, 2025, and our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025 and incorporated by reference herein, and in subsequent reports we file with the SEC. The occurrence of one or more of the events or circumstances described in this Reoffer Prospectus and incorporated by reference herein, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of these risks actually occur, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our Common Stock could decline and you may lose all or a part of your investment. Only those investors who can bear the risk of loss of their entire investment should invest in our Common Stock.

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company makes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in this Reoffer Prospectus and in documents incorporated by reference herein. All statements, other than statements of present or historical fact included in or incorporated by reference in this prospectus, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, future operating results, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “will,” “could,” “should,” “predict,” “potential,” and “continue” or similar words. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should read statements that contain these words carefully because they:

● discuss future expectations;

● contain projections of future results of operations or financial condition; or

● state other “forward-looking” information.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which the statements are made.

All forward-looking statements included or incorporated by reference herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

There may be events in the future that the Company is not able to predict accurately or over which it has no control. The sections in our periodic reports incorporated by reference herein entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other cautionary language discussed in this Reoffer Prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by the Company in such forward-looking statements. These examples include:

● The effect of and uncertainties related the ongoing volatility in interest rates;

● Future reward yields related to operating validator nodes;

● Uncertainties related to future staking reward yields;

4

● Our ability to achieve and maintain profitability in the future;

● The impact on our business of the regulatory environment and complexities with compliance related to such environment;

● Our ability to respond to general economic conditions;

● Our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

● Our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

● The success of our marketing efforts to access additional sales channels and our ability to expand our lender and borrower base;

● Our ability to grow market share in existing markets or any new markets we may enter;

● Our ability to develop new products, features and functionality that are competitive and meet market needs;

● Our ability to realize the benefits of our strategy, including our financial services and platform productivity;

● Our ability to make accurate credit and pricing decisions or effectively forecast our loss rates;

● Our ability to establish and maintain effective system of internal controls over financial reporting;

● Our ability to maintain the listing of our securities on Nasdaq;

● Sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price;

● The outcome of any legal or governmental proceedings that may be instituted against us; and

● Other factors detailed under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission ("SEC") on March 27, 2025, as amended on May 16, 2025, and in the Company’s Quarterly Report on Form 10-Q, which was filed with the SEC on August 14, 2025.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other risk factors incorporated by reference herein. Forward-looking statements reflect current views about the Company’s plans, strategies and prospects, which are based on information available as of the date on which the statements are made. Except to the extent required by applicable law, the Company undertakes no obligation (and expressly disclaims any such obligation) to update or revise the forward-looking statements whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

The Shares offered by the Selling Securityholders pursuant to this Reoffer Prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from the sale of the Shares hereunder. All the proceeds from the sale of the Shares offered by the Selling Securityholders pursuant to this Reoffer Prospectus will go to the Selling Securityholders. For more information, see the sections titled “Selling Securityholders” and “Plan of Distribution” included below.

5

SELLING SECURITYHOLDERS

The following table sets forth, as of September 8, 2025 (the “Determination Date”), the names of the Selling Securityholders, the aggregate number of shares of Common Stock beneficially owned by them prior to the offer of the securities pursuant to this Reoffer Prospectus, the aggregate number of shares of Common Stock that they may offer pursuant to this Reoffer Prospectus, and the number of shares of Common Stock beneficially owned by them after the sale of the shares offered hereby, assuming that the Selling Securityholders sell all of the shares covered by this Reoffer Prospectus.

The applicable percentage ownership of Common Stock is based on approximately 25,573,702 shares of our Common Stock issued and outstanding as of September 8, 2025.

The Selling Securityholders acquired or will acquire the shares of Common Stock being offered pursuant to our 2021 Plan and 2023 Plan. The shares of Common Stock offered by the Selling Securityholders hereunder consist of an aggregate of (i) 104,417 shares of Common Stock issued upon the exercise of stock options, (ii) 269,095 shares of Common Stock issued upon the vesting of restricted stock unit awards (“RSUs”) and (iii) 242,375 shares of Common Stock that may be issuable upon the vesting and settlement of outstanding RSUs.

The Selling Securityholders may sell any, all, or none of the shares of Common Stock that may be offered pursuant to this Reoffer Prospectus, and we do not know when or in what amounts the Selling Securityholders may sell their Common Stock.

The amount of shares to be offered or resold under this Reoffer Prospectus by each Selling Securityholder, and any other person with whom he or she is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) of the Securities Act.

We have determined beneficial ownership in accordance with the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over the security, including options and warrants that are currently exercisable or become exercisable within 60 days of the Determination Date and RSUs that vest or are eligible for settlement within 60 days of the Determination Date. The information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the Selling Securityholders have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws. Except as otherwise described below, based on the information provided to us by the Selling Securityholders, no Selling Securityholder is a broker-dealer or an affiliate of a broker-dealer.

Except as listed otherwise below, the business address of those listed in the table below is c/o DeFi Development Corp., 6401 Congress Avenue, Suite 250, Boca Raton, Florida 33487.

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		Securities Beneficially Owned Prior to This Offering								Securities to be Beneficially Owned After This Offering(1)
Name of Selling Securityholder		Shares of Common Stock				Number of Shares of Common Stock Being Offered(2)				Shares of Common Stock				% of Total Voting Power After This Offering(2)
Yasmin Barroso Bastos(3)			5,932				3,435				2,497			*
Chris Becker(4)			100				56,000				100			*
William Caragol(5)			205,625				43,750				183,750			*
Tom Charek(6)			10,447				8,407				2,040			*
Sylvia DiEnno(7)			196				17,500				196			*
Taylor Fiscus(8)			8,750				8,750				-			*
Valerie Ford(9)			2,635				2,625				10			*
Samuel Haskell(10)			32,081				8,750				23,331			*
Blake Janover(11)			8,281				70,000				8,281			*
Marcelo Lemos(12)			122,036				21,875				100,161			*
Jake Marmulstein(13)			8,750				8,750				-			*
Bruce Rosenbloom(14)			195,184				205,345				59,839			*
Marco Santori(15)			70,000				70,000				-			*
Steven Schwartz(16)			77,719				70,000				7,719			*
Ned Siegel(17)			8,750				8,750				-			*
Zachary Tai(18)			2,500				9,500				-			*
Other Selling Securityholders(19)			3,450				2,450				1,000			*

*	Less than one percent
(1)	Assumes that all shares of Common Stock held by each Selling Securityholder and being offered under this Reoffer Prospectus are sold (and that shares not being offered under this Reoffer Prospectus are not sold), and that no Selling Securityholder will acquire additional shares of Common Stock before the completion of this offering.
(2)	The number of shares of Common Stock being offered reflects all shares of Common Stock acquired or issuable to a Selling Securityholder pursuant to applicable equity award grants previously made, irrespective of whether such grants are vested or settled in shares as of the Determination Date or will become vested or settled in shares within 60 days after the Determination Date hereunder.
(3)	Ms. Bastos is an employee of the Company.
(4)	The shares being offered include 56,000 shares of Common Stock issuable upon the vesting of RSUs. Mr. Becker is an employee of the Company.
(5)	Beneficial ownership prior to this offering includes 175,000 shares of Common Stock issuable on the exercise of stock options that are currently exercisable. The shares being offered include 21,875 shares of Common Stock issuable upon the vesting of RSUs. Mr. Caragol is a director of the Company.
(6)	Mr. Charek is a former consultant for the Company.
(7)	The shares being offered include 17,500 shares of Common Stock issuable upon the vesting of RSUs. Ms. DiEnno is an employee of the Company.
(8)	Mr. Fiscus is a former employee of the Company.
(9)	Ms. Ford is a consultant for the Company.
(10)	Beneficial ownership prior to this offering includes 23,331 shares of Common Stock issuable on the exercise of stock options that are currently exercisable. Mr. Haskell was a director of the Company until April 4, 2025.
(11)	The shares being offered include 70,000 shares of Common Stock issuable upon the vesting of RSUs. Mr. Janover is the Chief Commercial Officer and a director of the Company and served as Chief Executive Officer of the Company until April 4, 2025.
(12)	Beneficial ownership prior to this offering includes 69,650 shares of Common Stock issuable on the exercise of stock options that are currently exercisable.  Mr. Lemos was a director of the Company until April 4, 2025.
(13)	Mr. Marmulstein is a former employee of the Company.
(14)	The shares being offered include 70,000 shares of Common Stock issuable upon the vesting of RSUs. Mr. Rosenbloom is the EVP of Finance of the Company and was the Chief Financial Officer of the Company until April 17, 2025.
(15)	Mr. Santori is a director of the Company.
(16)	Mr. Schwartz is an employee of the Company.
(17)	Mr. Siegel was a director of the Company until April 4, 2025.
(18)	The shares being offered include 7,000 shares of Common Stock issuable upon the vesting of RSUs. Mr. Tai is a director of the Company.
(19)	Includes three non-affiliate persons, one of whom owns at least 1,000 shares of Common Stock issued pursuant to an employee benefit plan that are being offered pursuant to this Reoffer Prospectus in the amount listed opposite their name: Christian Mattila, 1,875 shares.

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PLAN OF DISTRIBUTION

We are registering the Shares covered by this Reoffer Prospectus to permit the Selling Securityholders to conduct public secondary trading of the Shares from time to time after the date of this Reoffer Prospectus. As used herein, references to “Selling Securityholders” includes donees, pledgees, transferees, distributees or other successors-in-interest selling shares of Common Stock received after the date of this Reoffer Prospectus from a Selling Securityholder as a gift, pledge, partnership distribution, or other transfer.

We will not receive any of the proceeds from the sale of the Shares offered by this Reoffer Prospectus. The aggregate proceeds to the Selling Securityholders from the sale of the Shares will be the purchase price of the Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Shares covered by this Reoffer Prospectus. The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the Shares. We will bear the costs, fees and expenses incurred in effecting the registration of the Shares covered by this Reoffer Prospectus, including all registration and filing fees and fees and expenses of our counsel and our independent registered public accounting firm. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of the Shares to be made directly or through agents.

The Shares offered by this Reoffer Prospectus may be sold from time to time to purchasers:

	●	directly by the Selling Securityholders;
	●	through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Securityholders or the purchasers of the Shares; or
	●	through a combination of any of these methods of sale.

Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealers or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Exchange Act. The Selling Securityholders may agree to indemnify any broker, dealer, or agent that participates in transactions involving sales of the Shares against certain liabilities in connection with the offering of the Shares arising under the Securities Act. We will make copies of this Reoffer Prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Securityholders and any underwriter, broker-dealer or agent regarding the sale of the Shares by the Selling Securityholders.

The Shares may be sold in one or more transactions at:

	●	fixed prices;
	●	prevailing market prices at the time of sale;
	●	prices related to such prevailing market prices;
	●	varying prices determined at the time of sale; or
	●	negotiated prices.

These sales may be effected in one or more transactions:

	●	on any national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale;
	●	in the over-the-counter market;
	●	in transactions otherwise than on such exchanges or services or in the over-the-counter market;
	●	through trading plans entered into by the Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this Reoffer Prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
	●	any other method permitted by applicable law; or
	●	through any combination of the foregoing.

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These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Securityholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Securityholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.

The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this Reoffer Prospectus. Upon being notified by a Selling Securityholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our Shares, we will, to the extent required, promptly file a supplement to this Reoffer Prospectus to name specifically such person as a Selling Securityholder.

The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Securityholders will sell any or all the Shares under this Reoffer Prospectus. Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise or gift the Shares by other means not described in this Reoffer Prospectus. In addition, any Shares covered by this Reoffer Prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this Reoffer Prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The Selling Securityholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling Securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the particular securities being distributed. This may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

Once sold under the registration statement of which this Reoffer Prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

For additional information regarding expenses of registration, see the section titled “Use of Proceeds” appearing elsewhere in this Reoffer Prospectus.

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LEGAL MATTERS

The validity of the Shares offered hereby has been passed upon for us by Perkins Coie LLP, Seattle, Washington.

EXPERTS

The financial statements of the Company as of December 31, 2024 and 2023, incorporated by reference in this Reoffer Prospectus, have been audited by dbbmckennon, an independent registered public accounting firm, as stated in their report thereon. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this Reoffer Prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this Reoffer Prospectus, and information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference into this Reoffer Prospectus the following documents previously filed with the SEC:

	(1)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 27, 2025, as amended on Form 10-K/A, filed on May 16, 2025;
	(2)	the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed on May 14, 2025, and June 30, 2025, filed on August 14, 2025;
	(3)	the Registrant’s Current Reports on Form 8-K filed on April 7, 2025, April 10, 2025, April 15, 2025, April 23, 2025, April 24, 2025, May 5, 2025, May 9, 2025, May 21, 2025, June 3, 2025, June 5, 2025, June 12, 2025, July 7, 2025, July 8, 2025, July 14, 2025, July 17, 2025, July 21, 2025, July 29, 2025, July 31, 2025, August 4, 2025, August 12, 2025, August 26, 2025 and August 28, 2025 (excluding any portions of the report deemed to have been furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items); and
	(4)	the description of the Registrant’s common stock contained in a registration statement on Form 8-A, filed on July 19, 2023, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 27, 2025.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Reoffer Prospectus and prior to the filing of a post-effective amendment to the registration statement of which this Reoffer Prospectus forms a part that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Reoffer Prospectus and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Reoffer Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information about issuers, like us, that file electronically with the SEC. We also maintain a website at https://defidevcorp.com. We make available, free of charge, on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. Information contained on, or that can be accessed through, our website and investor relations website is not a part of or incorporated by reference into this Reoffer Prospectus and the inclusion of our website and investor relations website addresses in this Reoffer Prospectus is an inactive textual reference only.

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PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

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PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

DeFi Development Corp. (the “Registrant”) hereby incorporates by reference into this registration statement (the “Registration Statement”) the following documents previously filed with the Securities and Exchange Commission (the “SEC”):

	(1)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 27, 2025, as amended on Form 10-K/A, filed on May 16, 2025;
	(2)	the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed on May 14, 2025, and June 30, 2025, filed on August 14, 2025;
	(3)	the Registrant’s Current Reports on Form 8-K filed on April 7, 2025, April 10, 2025, April 15, 2025, April 23, 2025, April 24, 2025, May 5, 2025, May 9, 2025, May 21, 2025, June 3, 2025, June 5, 2025, June 12, 2025, July 7, 2025, July 8, 2025, July 14, 2025, July 17, 2025, July 21, 2025, July 29, 2025, July 31, 2025, August 4, 2025, August 12, 2025, August 26, 2025 and August 28, 2025 (excluding any portions of the report deemed to have been furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items); and
	(4)	the description of the Registrant’s common stock contained in a registration statement on Form 8-A, filed on July 19, 2023, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 27, 2025.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware (“DGCL”) permits the Registrant to eliminate the personal liability of its directors to the Registrant or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Under Section 145 of the DGCL, the Registrant has the power to indemnify any director, officer, employee, or agent of the Registrant, or a person serving at the request of the Registrant for another company, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the Registrant, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

If a claim is not paid in full by the Registrant, the claimant may at any time thereafter bring suit against the Registrant to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where any undertaking required by the Registrant’s Amended and Restated Bylaws has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Registrant to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Registrant. Neither the failure of the Registrant (including its board of directors (“Board”), legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Registrant (including its Board, legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Indemnification shall include payment by the Registrant of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification.

The Registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that it will indemnify its present and former directors and officers to the maximum extent permitted by the DGCL and that such indemnification will not be exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw provision, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the Registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that it shall advance expenses incurred by a director or officer in defending or otherwise participating in a proceeding to the fullest extent permitted by applicable law.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

Exhibit Number		Description
5.1+		Opinion of Perkins Coie LLP regarding legality of the common stock being registered
23.1+		Consent of dbbmckennon dated September 8, 2025.
23.3+		Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1+		Power of Attorney (see signature page)
99.1		DeFi Development Corp. (formerly Janover Inc.) 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2025)
99.2		DeFi Development Corp. (former Janover Inc.) 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023)
107+		Filing fee table

+ Filed herewith

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on this 8th day of September, 2025.

	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
		Joseph Onorati
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph Onorati and Fei (John) Han, or either of them, as his or her true and lawful attorneys-in-fact and agent with full power of substitution and resubstitution, for such person in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact, proxy and agent, or any substitute of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Joseph Onorati		Chairman of the Board, Chief Executive Officer and President		September 8, 2025
Joseph Onorati		(Principal Executive Officer)
/s/ Fei (John) Han		Chief Financial Officer		September 8, 2025
Fei (John) Han		(Principal Financial Officer and Principal Accounting Officer)
/s/ Blake Janover		Director and Chief Commercial Officer		September 8, 2025
Blake Janover
/s/ Marco Santori		Director (Independent)		September 8, 2025
Marco Santori
/s/ Zachary Tai		Director (Independent)		September 8, 2025
Zachary Tai
/s/ William Caragol		Director (Independent)		September 8, 2025
William Caragol

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FAQ

What does the S-8 reoffer prospectus for JNVR cover?

It registers shares for reoffer under employee/securityholder arrangements and discloses reduced disclosure accommodations, risk factors, selling securityholders and exhibits supporting the registration.

Which governance or disclosure exemptions does the filing state JNVR will use?

Permitted reduced disclosures include being allowed only two years of audited financials, exemption from auditor attestation of internal controls, reduced executive compensation disclosure and no nonbinding advisory vote on compensation.

What material risks are identified in the prospectus?

Risk factors include interest rate volatility, uncertain staking/validator reward yields, future profitability, regulatory and compliance risks, growth management, capital access, and potential legal proceedings.

Does the filing list who may sell shares?

Yes. The document lists individual selling securityholders by name with associated share figures, though aggregate percentages of outstanding stock are not provided in the excerpt.

Are there supporting legal and audit documents included with the registration?

Yes. Exhibits referenced include an opinion of Perkins Coie LLP, auditor consent of dbbmckennon and a power of attorney.