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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): May 6, 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 8.01. Other Events.
Board Approval of Forward Stock Split
On May 6, 2025, the board of directors (the “Board”) of DeFi Development Corp. (f/k/a Janover Inc.), a Delaware Corporation (the “Company”) approved a seven-for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $0.00001 (“Common Stock”).
The Company expects to file an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of the State of Delaware to implement the Stock Split on May 19, 2025. Pursuant to Section 242(d)(1) of the Delaware General Corporation Law, no meeting or vote of the Company’s stockholders is required in connection with the filing of the Certificate of Amendment, and the implementation of the Stock Split.
Following the filing and effectiveness of the Charter Amendment, every one share of Common Stock outstanding or held as treasury stock on May 19, 2025, the record date for the Stock Split, shall be receiving six additional shares of Common Stock for every one share of Common Stock held. The Stock Split will not result in any change in the authorized shares and/or par value of the Common Stock, or the preferred stock of the Company, par value $0.00001 per share.
Subject to final approval by the Nasdaq Capital Market, trading is currently expected to begin on a post-Stock Split adjusted basis at market open on May 21, 2025. As a result of the Stock Split, proportionate adjustments will be made to the number of shares of Common Stock issuable under the Company’s equity incentive plans and the number of shares underlying outstanding equity awards, as well as to the exercise price of outstanding stock options.
The Board reserves the right to abandon the Stock Split at any time prior to effectiveness of the Certificate of Amendment.
Issuance of Press Release
A copy of the press release announcing Board approval of the Stock Split is attached hereto as Exhibit 99.1. The information set forth under this Item 8.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 8.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Total Shares Outstanding
The Company will disclose on its website that the Company will have 2,037,531 total shares outstanding.
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 No. | Description | |
| 99.1 | Press Release, dated as of May 7, 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.
| Date: May 9, 2025 | DEFI DEVELOPMENT CORP. | |
| By: | /s/ Joseph Onorati | |
| Name: | Joseph Onorati | |
| Title: | Chairman & CEO | |
Exhibit 99.1
May 07, 2025
DeFi Development Corp. Announces Seven-For-One Stock Split
BOCA RATON, FL — May 07, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (“DeFi Dev Corp” or the “Company”), or formally known as Janover Inc. (Nasdaq: JNVR), the leading public-market vehicle for Solana (“SOL”) accumulation, today announced that its Board of Directors has approved a 7-for-1 forward stock split of the Company’s issued and outstanding common shares.
The stock split will result in each shareholder of record as of the close of business on May 19, 2025, receiving six additional shares for every one share held. The implementation of the stock split is subject to the filing of an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company expects to file on May 19, 2025. Subject to final approval by the Nasdaq Capital Market, trading is expected to begin on a post-stock split adjusted basis at market open on May 20, 2025.
Following the split, the Company’s outstanding shares will increase from 2,011,887 to approximately 14,083,209. The Company’s authorized share capital will remain unchanged.
The stock split is intended to enhance liquidity in the market for DeFi Dev Corp.’s common stock and make the shares more accessible to a broader base of investors as the Company continues to execute its corporate treasury strategy centered on SOL accumulation and infrastructure ownership.
There will be no change to the Company’s name, CUSIP or its current trading symbol in connection with the stock split.
No action is required by shareholders in connection with the stock split. Shareholders who hold their shares through a brokerage account will have their shares automatically adjusted to reflect the stock split. Registered shareholders will receive their additional shares through the Company’s transfer agent.
About DeFi Development Corp.
DeFi Development Corp. (Nasdaq: DFDV) has adopted a treasury policy under which the principal holding in its treasury reserve on the balance sheet will be allocated to Solana (SOL). In adopting its new treasury policy, the Company intends to provide investors a way to access the Solana ecosystem. The Company’s treasury policy is expected to provide investors economic exposure to SOL investment.
We are 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 currently serve more than one million web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service providers, and thousands of multifamily and commercial property lenders including more than 10% of the banks in America, credit unions, real estate investment trusts (“REITs”), debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more. Our data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”).
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” strategy,” “future,” “likely,” “may,”, “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) fluctuations in the market price of SOL and any associated impairment charges that the Company may incur as a result of a decrease in the market price of SOL below the value at which the Company’s SOL are carried on its balance sheet; (ii) the effect of and uncertainties related the ongoing volatility in interest rates; (iii) our ability to achieve and maintain profitability in the future; (iv) the impact on our business of the regulatory environment and complexities with compliance related to such environment including changes in securities laws or other laws or regulations; (v) changes in the accounting treatment relating to the Company’s SOL holdings; (vi) our ability to respond to general economic conditions; (vii) our ability to manage our growth effectively and our expectations regarding the development and expansion of our business; (viii) our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth and (ix) other risks and uncertainties more fully in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Investor Contact:
ir@defidevcorp.com
Media Contact:
Prosek Partners
pro-ddc@prosek.com