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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 19, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, 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 an amendment to the Company’s Amended and Restated Certificate of Incorporation (“the Charter Amendment”) to effect a seven-for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $0.00001 (“Common Stock”). The Charter Amendment was filed with the Secretary of State of the State of Delaware on May 19, 2025, and became effective on May 20, 2025.
With the effectiveness of the Charter Amendment, every one share of Common Stock outstanding or held in treasury on May 19, 2025, the record date for the Stock Split, was automatically split into seven shares of Common Stock. The additional shares of Common Stock were distributed on May 20, 2025. Trading began on a post-Stock Split adjusted basis at market open on May 21, 2025.
As a result of the Stock Split, the number of shares of Common Stock reserved for issuance under the Company’s equity incentive plans (as amended and restated, and the award agreements issued thereunder) and the number of shares underlying outstanding equity awards increased proportionately, and proportionate adjustments were made to the exercise price of outstanding stock options, as applicable.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DeFi Development Corp. | |
| 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 21, 2025 | DEFI DEVELOPMENT CORP. | |
| By: | /s/ Joseph Onorati | |
| Name: | Joseph Onorati | |
| Title: | Chairman & CEO | |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
DEFI DEVELOPMENT CORP.
DeFi Development Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Amended Certificate of Incorporation of the Corporation, as amended (the “Charter”).
2. This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.
3. Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:
ARTICLE IV(A) of the Charter is hereby amended by adding the following new paragraph at the end of such article:
(A) Classes of Stock. The total number of shares of stock of all classes of capital stock that the Company is authorized to issue is 110,000,000 shares. The authorized capital stock is divided into 100,000,000 shares of common stock having a par value of $0.00001 per share (hereinafter, the “Common Stock”) and 10,000,000 shares of preferred stock having a par value of $0.00001 per share (hereinafter, the “Preferred Stock”).
Effective upon the effectiveness of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”) with the Secretary of State of the State of Delaware, every one (1) share of Common Stock outstanding, or held in treasury, shall automatically, without any further action by the Corporation or the stockholders thereof, be automatically subdivided and reclassified into seven (7) shares of Common Stock outstanding, or held in treasury, as the case may be (the “Forward Stock Split”). Each certificate that immediately prior to the effectiveness of this Certificate of Amendment represented shares of Common Stock shall thereafter represent that number of shares of Common Stock represented by such certificate after adjusting for the effectiveness of the Forward Stock Split. The par value of the Common Stock shall remain $0.00001 per share. The Forward Stock Split shall apply to all shares of Common Stock.”
4. This Certificate of Amendment shall become effective at 12:01 A.M., Eastern Time, on May 20, 2025.
* _ * _ * _ *
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation as of May 19, 2025.
| DEFI DEVELOPMENT CORP. | ||
| By: | /s/ Joseph Onorati | |
| Name: | Joseph Onorati | |
| Title: | Chief Executive Officer | |