DeFi Development Corp.

FALSE 0001805526 12/31 0001805526 2026-09-03 2026-09-03 0001805526 DFDV:CommonStockParValue0.00001PerShareMember 2026-09-03 2026-09-03 0001805526 DFDV:WarrantsEachWarrantExercisableForOneShareOfCommonStockMember 2026-09-03 2026-09-03 0001805526 DFDV:VariableRateSeriesCPerpetualPreferredStockParValue0.00001Member 2026-09-03 2026-09-03 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): September 3, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Nevada 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 6401 Congress Avenue , Suite 250 Boca Raton , FL 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 Warrants, each warrant exercisable for one share of Common Stock DFDVW The Nasdaq Stock Market LLC Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 CHAD 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 September 3, 2026, DeFi Development Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., as the sole book-running manager and underwriter (the “Underwriter”), relating to the issuance and sale in an underwritten offering (the “Offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), of 1,375,000 shares (the “Shares”) of the Company’s Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share (the “CHAD Stock”) at a public offering price of $8.00 per share. The Company has also granted the underwriter a 30-day option to purchase an additional 206,250 shares at the public offering price. Certain terms of the CHAD Stock are described in more detail in this Current Report under Item 3.03 and is incorporated by reference into this Item 1.01. The issuance and sale of the CHAD Stock settled on September 8, 2026. The net proceeds from the Offering were approximately $10.3 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses. The Company utilized the net proceeds from the Offering to pay for general corporate purposes, including for working capital purposes, acquiring SOL and strategic initiatives. The Underwriting Agreement contained customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions. The Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-295142) on file with the Securities and Exchange Commission (the “SEC”). The Offering was made only by means of a prospectus supplement and an accompanying prospectus. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference. Item 3.03. Material Modifications to Rights of Security Holders. In connection with the issuance of the CHAD Stock, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary of State effective on September 3, 2026 designating 2,200,000 shares, and establishing the terms, of the CHAD Stock. The CHAD Stock accumulates cumulative dividends (“regular dividends”) at a variable rate (as described below) per annum on the stated amount of $10 per share (the “stated amount”) thereof. Regular dividends will be payable when, as and if declared by the Company’s board of directors (“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, on each business day of each calendar month (“regular dividend payment date”) based on the applicable monthly regular dividend rate per annum. The first regular dividend payment will occur on October 1, 2026 and will be payable to holders of record as of the close of business on September 30, 2026 as a single payment for the period from the initial issuance date through September 30, 2026, and will not be subdivided into daily installments. Thereafter, regular dividends will be payable on each business day, when, as and if declared by the Board or any duly authorized committee thereof. The applicable dividend is expected to be declared by the Board or any duly authorized committee thereof for each monthly period in advance. Payments for regular dividends will be calculated for each month and subdivided and paid on each regular dividend payment date in equally divided installments based on the number of regular dividend payment dates in each calendar month. Holders of record as of the close of business on the immediately preceding business day will be entitled to receive the applicable regular dividend payment. The initial monthly regular dividend rate per annum is 13.00%. Thereafter, prior to the commencement of each calendar month, the Board or a duly authorized committee thereof will determine the monthly regular dividend rate per annum applicable to the CHAD Stock at least monthly and may determine or adjust the regular dividend rate more frequently, in its sole absolute discretion, based on market conditions, the trading price of the CHAD Stock, prevailing interest rates, comparable market yields, the Company’s liquidity and capital needs and such other factors as the Board or such committee determines to be relevant. The Board’s right to adjust the regular dividend rate will be subject to certain restrictions. For example, the Board will not be able to reduce the regular dividend rate by more than 50 basis points. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain the CHAD Stock’s trading price within its stated long-term range of $9.95 and $11.00 per share. Declared regular dividends on the CHAD Stock will be payable solely in cash. In the event that any accumulated regular dividend on the CHAD Stock is not paid on the 1 applicable regular dividend payment date and remains unpaid on (i