DeFi Development Corp 10-Q for FY2026 Q2
DeFi Development Corp. (DFDV)
10-Q
2026-08-13
For: 2026-06-30
View Original
Added on
August 13, 2026
About this 10-Q
DeFi Development Corp filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.31M
- up 66.9% from $1.99M a year earlier
- Net loss
- $27.29M
- compared with net income of $15.43M a year earlier
- Diluted EPS
- -$1.00
- compared with $0.84 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE TRANSITION PERIOD FROM _________ to __________
COMMISSION FILE NUMBER 001-41748
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
( | ||||||||
| (Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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 | o | Accelerated filer | o | ||||||||||||||
☒ | 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
As of August 13, 2026, the registrant had a total of 30,997,790 shares of its common stock, par value $0.00001 per share, issued and outstanding.
DEFI DEVELOPMENT CORP.
INDEX TO FORM 10-Q
| Page | |||||
 | 1 | |||||||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:
•The effect of and uncertainties related to the ongoing volatility in interest rates;
•Future reward yields related to operating validator nodes;
•The impact of current and future modifications to the Solana Network protocol;
•Uncertainties related to future staking reward yields;
•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; and
•The outcome of any legal or governmental proceedings that may be instituted against us.
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved. Forward-looking statements contained in this Quarterly Report on Form 10-Q speak as of the date of this report and we do not assume any responsibility to update these forward-looking statements, except as required by law.
| 2 | |||||||
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DEFI DEVELOPMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share data) | June 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments | |||||||||||
| Digital assets pledged as collateral | |||||||||||
| Deferred offering costs | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Digital assets, at fair value | |||||||||||
| Digital assets, at carrying value, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Digital asset financing arrangements | |||||||||||
| Loans payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
| Stockholders' (deficit) equity: | |||||||||||
Preferred stock, undesignated, $ | |||||||||||
Series A Preferred stock, $ | |||||||||||
Series B Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Treasury stock | ( | ( | |||||||||
| Accumulated other comprehensive (loss) income | ( | ||||||||||
| Accumulated (deficit) | ( | ( | |||||||||
| Total stockholders’ (deficit) equity | ( | ||||||||||
| Total liabilities and stockholders’ (deficit) equity | $ | $ | |||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 3 | |||||||
DEFI DEVELOPMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Net loss (gain) on digital assets | ( | ( | |||||||||||||||||||||
| (Gain) loss from changes in fair value of contingent consideration | ( | ||||||||||||||||||||||
| Total operating expenses | ( | ( | |||||||||||||||||||||
| Operating (loss) income | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Gain on retirement of debt | |||||||||||||||||||||||
| Gain (loss) from derivative instruments | ( | ||||||||||||||||||||||
| Investment and other (expense) income, net | ( | ( | |||||||||||||||||||||
| (Loss) income before income taxes | ( | ( | |||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net (loss) income per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 4 | |||||||
DEFI DEVELOPMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive (loss) income, net of income taxes: | |||||||||||||||||||||||
| Cumulative translation adjustment | |||||||||||||||||||||||
| Other comprehensive (loss) income, net of income taxes | |||||||||||||||||||||||
| Comprehensive (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 5 | |||||||
DEFI DEVELOPMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
(Unaudited)
| Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated (Deficit) | Total Stockholders’ (Deficit) Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offering costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock plans | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to common stock from employee stock plans | — | — | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant dividend distribution | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offering costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock plans | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to common stock from employee stock plans | — | — | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| 6 | |||||||
| Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated (Deficit) | Total Stockholders’ (Deficit) Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offering costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of share-based awards | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offering costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for asset acquisition | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of share-based awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Discount on convertible notes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 7 | |||||||
DEFI DEVELOPMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Operating Activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||
| Digital assets received as revenue (including interest income) | ( | ( | |||||||||
| Digital assets paid for expenses | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt discount | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Net loss (gain) on digital assets | ( | ||||||||||
| Loss (gain) from derivative instruments | |||||||||||
| Gain on retirement of debt | ( | ||||||||||
| Net loss (gain) on investment activity | ( | ||||||||||
| (Gain) loss from changes in fair value of contingent consideration | ( | ||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Right of use liability, net | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing Activities | |||||||||||
| Purchase of digital assets | ( | ( | |||||||||
| Proceeds from sales of digital assets | |||||||||||
| Acquired intangible assets | ( | ||||||||||
| Purchases of investments | ( | ||||||||||
| Proceeds from the sale of investments | |||||||||||
| Purchases of property and equipment | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Financing Activities | |||||||||||
| Repayments of short-term debt | ( | ( | |||||||||
| Proceeds from convertible notes | |||||||||||
| Repurchase of convertible notes | ( | ||||||||||
| Proceeds from issuance of common stock, net of offering costs | |||||||||||
| Payments related to employee stock plan taxes | ( | ||||||||||
| Proceeds from warrant exercises | |||||||||||
| Proceeds from issuance of common stock under employee stock plans | |||||||||||
| Repurchase of common stock | ( | ||||||||||
| Payments of offering costs | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, at beginning of period | |||||||||||
| Cash and cash equivalents, at end of period | $ | $ | |||||||||
| 8 | |||||||
See the accompanying notes to the condensed consolidated financial statements.
DEFI DEVELOPMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-CONTINUED
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| Supplemental Information of Cash Paid Information | 2026 | 2025 | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for taxes, net of refunds | $ | $ | |||||||||
| Supplemental Schedule of Non-cash Investing and Financing Activities | |||||||||||
| Common stock issued for asset acquisition | $ | $ | |||||||||
| Digital asset financing arrangement borrowings | $ | $ | |||||||||
| Repayments of digital asset financing arrangements | $ | $ | |||||||||
| Digital assets received from convertible notes and warrants | $ | $ | |||||||||
| Digital assets received from common stock issuances | $ | $ | |||||||||
| Common stock issuance in connection with equity line of credit commitment fee | $ | $ | |||||||||
| Issuance of common stock on convertible notes | $ | $ | |||||||||
| Financing of prepaid insurance premiums | $ | $ | |||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 9 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES
OVERVIEW
DeFi Development Corp. (“DeFi Dev", the “Company”, "we", "our", "us") is a company focused on building and managing a digital asset treasury centered on the Solana blockchain ecosystem. We also provide an 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.
Nevada Reincorporation
On May 26, 2026, holders of approximately 81.79 % of the outstanding voting power of DeFi Dev approved by written consent the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion. On June 26, 2026, we finalized our reincorporation in the State of Nevada.
SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to our significant accounting policies, critical accounting estimates, segment reporting, or recently issued accounting pronouncements from those disclosed in Note 1—Overview and Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2025.
Basis of Presentation
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) interim reporting guidelines under Article 8-03 of Regulation S-X (17 CFR Part 210) for smaller reporting companies. The December 31, 2025 condensed consolidated Balance Sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. Accordingly, our condensed consolidated financial statements do not include all the disclosures required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.
In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of our financial position and results of operations for all interim periods presented. The consolidated results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or any other interim periods.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of DeFi Dev and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.
Reclassifications
Reclassifications have been made to prior periods to conform to classifications used in the current period. Such reclassifications had no effect on previously reported results.
Estimates and Assumptions
The preparation of our condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results may differ significantly from these estimates and assumptions. Our most significant estimates and assumptions relate to valuation of financial instruments, valuation of share-based compensation and our valuation allowances on deferred taxes. Management evaluates these estimates and assumptions on an ongoing basis using the most current information available and changes are made in the period they are known.
| 10 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
Fair Value Measurements
We determine fair value measurements for certain assets and liabilities in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:
| Level 1 | Unadjusted quoted prices in active markets for identical assets and liabilities | ||||
| Level 2 | Quoted prices for similar assets and liabilities in active markets; quoted prices for similar or identical assets and liabilities in markets that are not active; valuation models in which all significant inputs are derived from observable market data | ||||
| Level 3 | Unobservable valuation model inputs for assets and liabilities such as discounted cash flow models or similar techniques; inputs for fair value instruments; includes assumptions and may require significant judgment and estimation by management | ||||
We use this framework to measure the fair value of certain financial instruments on a recurring basis, such as our cash and cash equivalents, debt securities, marketable securities, digital assets pledged as collateral, digital assets at fair value, digital asset financing arrangements, as well as on a non-recurring basis for our acquisitions and impairment testing on our intangible assets and digital assets, at carrying value, convertible notes and pre-funded warrants. We also use this framework for disclosure purposes related to certain items, such as debt and our off-balance sheet transactions. See Note 14—Fair Value Measurements, for further discussion.
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed the Federal Deposit Insurance Limit of $250,000. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of June 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents were held at financial institutions.
Market Risk
We are exposed to market risk related to our digital asset holdings, digital assets pledged as collateral and digital asset financing arrangements, which are impacted by the fair value of the respective underlying digital asset. We performed a sensitivity analysis assuming a hypothetical adverse change of 10 % in the fair value of these digital assets to demonstrate the potential impact on our financial results.
The following table presents the hypothetical market risk impact on our digital asset holdings:
| (in thousands) | June 30, 2026 | ||||
| Digital assets, at fair value | $ | ||||
| Digital assets, at carrying value | |||||
| Digital assets pledged as collateral | |||||
| Digital asset financing arrangements | ( | ||||
| Total hypothetical impact on (loss) income before income taxes | $ | ||||
Our market risk exposure on our digital asset financing arrangements is inherently offset, in part, by the amount of the borrowed digital asset remaining in our digital asset holdings and by the associated collateral posted for these digital asset financing arrangements.
| 11 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Expense Disaggregation Disclosure
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), which enhances transparency by requiring public entities to disclose more detailed information about their income statement expenses. This includes disaggregating specific natural expense categories, like employee compensation and depreciation, within certain expense captions. ASU 2024-03 applies to public entities with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. We are evaluating the impact this amended guidance may have on the notes to our consolidated financial statements.
Management does not believe that any other new accounting pronouncements issued or effective during the period had or is expected to have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
NOTE 2—REVENUE
We earn revenue from digital assets through our treasury strategy and from providing customers with our AI-powered online real estate platform and from other value-added products and services.
DISAGGREGATION OF REVENUE
The following table shows the disaggregation of revenue for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Digital asset treasury | $ | $ | $ | $ | |||||||||||||||||||
| Real estate platform | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
NOTE 3—NET (LOSS) INCOME PER SHARE
We computed basic Net (loss) income per common share by dividing Net (loss) income by the weighted-average number of common shares outstanding during the relevant period. Diluted Net (loss) income per common share is calculated by dividing Net (loss) income by the weighted average of common shares outstanding during the relevant period plus the effect of dilutive shares using the treasury stock method, which excludes shares that would have an antidilutive effect, for share-based awards and warrants and the if-converted method for the effect of shares issuable under our convertible debt instruments. In periods where we report net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items would decrease the net loss per share.
| 12 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
The following table provides the computation of basic and diluted Net (loss) income per share for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net (loss) income, basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Add: interest expense associated with convertible notes, net of tax | |||||||||||||||||||||||
| Net (loss) income, diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted-average of common shares outstanding, basic | |||||||||||||||||||||||
| Dilutive effect of shares: | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Weighted-average of common shares outstanding, diluted | |||||||||||||||||||||||
| Antidilutive shares: | |||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Options | |||||||||||||||||||||||
| Dividend warrants | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Total antidilutive shares | |||||||||||||||||||||||
| Net (loss) income per share | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
NOTE 4—SEGMENTS
We determine operating segments based on metrics that our Chief Operating Decision Maker (“CODM”) reviews internally to manage our business, including resource allocation and performance assessment. Our CODM is the , who regularly reviews financial results based on two operating segments consisting of Digital Asset Treasury and Real Estate Platform.
•Digital Asset Treasury ("Treasury"): This segment is responsible for executing and managing the Company’s treasury policy, including our owned validators.
•Real Estate Platform ("Real Estate"): This segment is responsible for providing 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
| 13 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
include traditional banks, credit unions, real estate investment trusts ("REITs"), debt funds, and other financial institutions looking to deploy capital into commercial mortgages.
The CODM uses Segment operating (loss) income to evaluate operating segment performance and allocate resources, including current period to prior period variances on a quarterly basis. Segment (loss) income excludes the impact of income taxes, interest expense and other income (expense) items, as these are managed at the corporate level. We do not prepare separate balance sheets by operating segment for the CODM, as such, assets are not evaluated as part of operating segment performance and resource allocation. We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific assets, as these are included in Segment operating (loss) income.
Accounting policies associated with our operating segment are the same as those previously described in Note 1—Overview and Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Notes to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidations.
The tables below show our Segment operating (loss) income for the periods presented:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands) | Treasury | Real Estate | Treasury | Real Estate | |||||||||||||||||||
| Segment revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Net loss (gain) on digital assets | ( | ||||||||||||||||||||||
| Total segment operating expenses | $ | $ | $ | ( | $ | ||||||||||||||||||
| Segment operating (loss) income | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| 14 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands) | Treasury | Real Estate | Treasury | Real Estate | |||||||||||||||||||
| Segment revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Net loss (gain) on digital assets | ( | ||||||||||||||||||||||
| (Gain) loss from changes in fair value of contingent consideration | ( | ||||||||||||||||||||||
| Total segment operating expenses | $ | $ | $ | ( | $ | ||||||||||||||||||
| Segment operating (loss) income | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The below table reconciles Segment (loss) income to consolidated (loss) income before income taxes for the periods presented:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Treasury | Real Estate | Corporate | Total | Treasury | Real Estate | Corporate | Total | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss (gain) on digital assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Operating (loss) income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) from derivative instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Gain on retirement of debt | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment and other (expense) income, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| 15 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Treasury | Real Estate | Corporate | Total | Treasury | Real Estate | Corporate | Total | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
| Net (gain) loss on digital assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| (Gain) loss from changes in fair value of contingent consideration | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Operating (loss) income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) from derivative instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Gain on retirement of debt | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment and other (expense) income, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
NOTE 5—DIGITAL ASSETS
DIGITAL ASSETS, AT FAIR VALUE
The table below details the components of our digital assets, at fair value with units, cost basis amounts and fair value based on Level 1 inputs that use unadjusted quoted prices from active markets and Level 2 inputs for locked Solana ("SOL") balances which incorporates unadjusted quoted prices from active markets and observable market transactions. See Note 14—Fair Value Measurements for further discussion.
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | |||||||||||||||||||||||||||||
| Solana (SOL) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Other(a) | NM | ||||||||||||||||||||||||||||||||||
| Total digital assets, at fair value | NM | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| NM-Amounts are not meaningful. | |||||||||||||||||||||||||||||||||||
| 16 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
Locked SOL
A portion of our digital assets at fair value includes locked SOL, which we purchase below the spot rate, and cannot be withdrawn from the custodial accounts in which it is held for a predetermined period. Locked SOL may be staked to earn rewards while subject to vesting restrictions.
The table below details the future release of our locked SOL, in notional amounts, which also includes collateral related to digital asset financing arrangement term loans of 290.4 thousand tokens:
| (in thousands) | June 30, 2026 | ||||
| Remaining 2026 | |||||
| 2027 | |||||
| 2028 | |||||
The table below shows a reconciliation of activity of our digital assets, at fair value:
| (in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Purchases of Solana | |||||||||||
| Additions from validator, staking rewards and other | |||||||||||
| Additions from convertible notes | |||||||||||
| Additions from digital asset term loans | |||||||||||
| Additions from collateralized financing arrangements | |||||||||||
| Additions from the settlement of debt securities | |||||||||||
| Return of collateral on digital asset financing arrangements | |||||||||||
| Additions to collateral on digital asset financing arrangements | ( | ||||||||||
| Dispositions from purchase of debt securities | ( | ||||||||||
| Dispositions from the sale of Solana | ( | ( | |||||||||
| Repayments of digital asset term loans | ( | ( | |||||||||
| Repayments of collateralized financing arrangements | ( | ( | |||||||||
| Dispositions of collateral for digital asset financing arrangements | ( | ( | |||||||||
| Net conversion activity and payments for expenses | ( | ( | |||||||||
Unrealized losses from changes in fair value of digital assets(a) | ( | ( | |||||||||
Unrealized gains from changes in fair value of digital assets(a) | |||||||||||
Realized loss from disposition activities(a) | ( | ( | |||||||||
Realized gain from disposition activities(a) | |||||||||||
| Ending balance | $ | $ | |||||||||
(a) These amounts are included within Net loss (gain) on digital assets as stated on our Condensed Consolidated Statements of Operations.
| 17 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
DIGITAL ASSETS, AT CARRYING VALUE
The tables below summarize our digital assets, at carrying value with the respective gross and net carrying amounts, as well as fair value based on Level 2 inputs that use unadjusted quoted prices from active markets.
| June 30, 2026 | |||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Impairments | Net Carrying Amount | Fair Value | |||||||||||||||||||
| DFDV Staked SOL (dfdvSOL) | $ | $ | ( | $ | $ | ||||||||||||||||||
| apyUSD | |||||||||||||||||||||||
Other(a) | ( | ||||||||||||||||||||||
| Total digital assets, at carrying value | $ | $ | ( | $ | $ | ||||||||||||||||||
(a) No other digital asset accounted for 10 % or more of the total balance.
| December 31, 2025 | |||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Impairments | Net Carrying Amount | Fair Value | |||||||||||||||||||
| DFDV Staked SOL (dfdvSOL) | $ | $ | ( | $ | $ | ||||||||||||||||||
Other(a) | ( | ||||||||||||||||||||||
| Total digital assets, at carrying value | $ | $ | ( | $ | $ | ||||||||||||||||||
(a) No other digital asset accounted for 10 % or more of the total balance.
NOTE 6—ACQUISITIONS, DISPOSITIONS AND WIND DOWN ACTIVITIES
WIND DOWN
On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. Substantially all operations of the Real Estate Platform segment ceased by the end of the second quarter 2026, with the exception of Groundbreaker Tech Inc. We evaluated the wind down under Accounting Standards Codification Topic 205-20, Discontinued Operations ("ASC 205") and determined that, although it represents a strategic shift, it does not have, and is not expected to have, a major effect on our operations and financial results. Accordingly, the results of the affected entities are presented within continued operations.
NOTE 7—GOODWILL AND INTANGIBLE ASSETS
GOODWILL
The table below shows the changes in the carrying value of goodwill:
| (in thousands) | |||||
| Balance, December 31, 2025 | $ | ||||
| Acquired goodwill | |||||
| Accumulated impairments | |||||
| Balance, June 30, 2026 | $ | ||||
| 18 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
INTANGIBLE ASSETS, NET
The following table shows the components of intangible assets, net for the periods presented:
| June 30, 2026 | December 31, 2025⁽ᵃ⁾ | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Useful Lives | Gross Carrying Amount | Accumulated Amortization | Disposals | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Finite-lived: | ||||||||||||||||||||||||||||||||||||||||||||
| Validators | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Developed technology | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Customer database | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Indefinite-lived: | ||||||||||||||||||||||||||||||||||||||||||||
| Domain name | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total intangibles, net | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
(a) On May 1, 2025 we recorded intangible assets as a result of an asset acquisition, which consisted of validators.
The following table shows the estimated amortization expense related to the net carrying amount of finite-lived intangible assets:
| Remaining 2026 | $ | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 and thereafter | $ | ||||
NOTE 8—DEBT
The table below summarizes our debt outstanding:
| (in thousands) | Effective Interest Rate | Contractual Interest Rate | June 30, 2026 | December 31, 2025 | |||||||||||||
| Short-term debt: | |||||||||||||||||
| Loan payable | $ | $ | |||||||||||||||
| Total short-term debt | $ | $ | |||||||||||||||
| Long-term debt: | |||||||||||||||||
| April 2030 convertible notes | $ | $ | |||||||||||||||
| July 2030 convertible notes | |||||||||||||||||
| Less: unamortized discount | ( | ( | |||||||||||||||
| Total long-term debt, net of unamortized discount | $ | $ | |||||||||||||||
| Total debt | $ | $ | |||||||||||||||
| 19 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
As of June 30, 2026 and December 31, 2025, the estimated fair value of our debt was approximately $117.9 million and $119.5 million, respectively. The estimated fair value of our long-term convertible notes is based on Level 3 inputs utilizing the discounted cash flow model. The discount rate applied in the valuation model is based on the yield of U.S. Treasury securities with similar remaining contractual terms, plus a credit spread derived from the Intercontinental Exchange Bank of America U.S. corporate bond option-adjusted spread indices for issuers with similar credit risk profiles.
The table below shows the interest expense on our debt for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Contractual interest | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt discount and issuance costs | |||||||||||||||||||||||
| Total interest expense | $ | $ | $ | $ | |||||||||||||||||||
SHORT-TERM DEBT
In April 2025, we entered into a Director and Officer insurance policy for $666.3 thousand, where we borrowed a total of $516.5 thousand. The financed insurance premiums are payable over ten months and have a contractual annual interest rate of 7.1 % which is calculated using a 365-day calendar year. During the first quarter 2026, we fully repaid the outstanding balance of $106.7 thousand related to the insurance policy borrowings.
LONG-TERM DEBT
During the second quarter 2026, we did not have any new issuances of senior notes.
July 2030 Convertible Notes
On July 7, 2025, we issued $112.5 million in aggregate principal amount, in a private offering, of 5.5 % convertible senior notes due July 1, 2030 ("July Notes"). Additionally, the initial purchasers of the private offering exercised the right to purchase additional July Notes, as granted under the terms of the private offering, resulting in an additional issuance of $10.0 million in aggregate principal amount of the July Notes. Our July Notes bear interest at an annual rate of 5.5 % which is calculated based on a 360-day year, payable semiannually in arrears.
During the second quarter 2026, we paid $5.0 million to repurchase $7.9 million of outstanding principal amount of our July Notes, resulting in a gain on the retirement of debt of approximately $2.8 million.
April 2030 Convertible Notes
On April 4, 2025, we issued $42.0 million in aggregate principal amount, in a private offering, of 2.5 % convertible notes due April 6, 2030 ("April Notes"). The April Notes bear interest at an annual rate of 2.5 % per year, accrued daily and payable quarterly in arrears on March 31, June 30, September 30 and December 31 each year. None of the April Notes were converted to common stock during the second quarter of 2026.
The table below shows the future payments associated with our long-term debt as of June 30, 2026:
| (in thousands) | |||||
| Remaining 2026 | $ | ||||
| 2027 through 2029 | $ | ||||
| 2030 and thereafter | $ | ||||
| 20 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
NOTE 9—DERIVATIVES
The table below presents our derivative assets and liabilities as shown on our Condensed Consolidated Balance Sheets:
| (in thousands) | June 30, 2026 | |||||||||||||
| Classification | Assets | Liabilities | ||||||||||||
| Derivatives not designated as hedges: | ||||||||||||||
| Digital assets pledged as collateral | $ | $ | ||||||||||||
| Digital asset financing arrangements | ||||||||||||||
| Digital asset receivables | Other current assets | |||||||||||||
| Warrants | Other current assets | |||||||||||||
| Total | $ | $ | ||||||||||||
| (in thousands) | December 31, 2025 | |||||||||||||
| Classification | Assets | Liabilities | ||||||||||||
| Derivatives not designated as hedges: | ||||||||||||||
| Digital assets pledged as collateral | $ | $ | ||||||||||||
| Digital asset financing arrangements | ||||||||||||||
| Accrued crypto loan borrowing fees | Accounts payable and accrued expenses | |||||||||||||
| Total | $ | $ | ||||||||||||
The table below presents the effect of derivative instruments, included within Gain (loss) from derivative instruments as stated on our Condensed Consolidated Statements of Operations. We did not have derivative instruments during the three and six months ended June 30, 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2026 | |||||||||||||||||||||
| Digital assets pledged as collateral | $ | ( | $ | ( | |||||||||||||||||||
| Digital asset financing arrangements | |||||||||||||||||||||||
| Accounts payable | ( | ||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Digital asset receivables | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | ||||||||||||||||||||
DIGITAL ASSET FINANCING ARRANGEMENTS
Term Loans
On July 25, 2025, we entered into a master loan agreement under which we may borrow digital assets or cash. Each loan is documented in a separate loan request which sets forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence and mature. The terms of the master loan agreement last one year and automatically renew for successive one year terms annually, unless terminated by either party. We primarily use the proceeds from loan requests for SOL decentralized finance (“DeFi”) activities.
During the second quarter 2026, we repaid $7.9 million (using exchange rates as of the date the SOL was repaid). The outstanding loan request has a three month maturity with an annual contractual borrowing fee of 12.5 %, which is
| 21 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
calculated daily based on a 360-day year and payable on the loan maturity date. Under the terms of the loan request, we are required to post collateral in the form of the digital asset borrowed or cash, which is calculated as a percentage of the total loan value, at 250.0 % and maintain a minimum collateral coverage of 200.0 %. If the collateral coverage declines to 150.0 % or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. The lender has a security interest in the collateral assets through repayment of the loan. We derecognize the SOL provided as collateral and record an asset on our Condensed Consolidated Balance Sheets. In the event we repay the loan prior to the maturity date, we shall pay the lender a fee equal to 20.0 % of the borrowing fee that would have accrued from the date of the repayment until the maturity date of the loan. SOL that we borrow is included in Digital assets, at fair value as stated on our Condensed Consolidated Balance Sheets.
Open-Term Loans
On February 23, 2026, we entered into a loan request under the previously mentioned master loan agreement, where we borrowed $4.0 million USD Coin ("USDC"). The loan has no maturity date and the lender is able to request repayment at any time, at which point we have one business day to settle the loan. Conversely, we can settle the loan at any time without penalties. The loan request has an annual contractual borrowing fee of 10.0 %, which is calculated daily based on a 360-day year and payable on repayment of the loan. Under the terms of the loan request, we are required to post collateral in the form of SOL, which is calculated as a percentage of the total loan value, which is 200 % and we are to maintain a minimum collateral coverage of 175 %. If the collateral coverage declines to 125 % or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. The lender has a security interest in the collateral asset through repayment of the loan. We derecognize the SOL provided as collateral and record an asset on our Condensed Consolidated Balance Sheets.
As of June 30, 2026, digital asset term loans outstanding were $9.5 million and we had approximately $21.4 million of posted collateral which is recorded within Digital assets pledged as collateral as stated on our Condensed Consolidated Balance Sheets. Since the value of the posted collateral exceeded the associated liability, our net economic exposure is effectively zero. During the three and six months ended June 30, 2026, total borrowing fees recognized within Interest expense, as stated on our Condensed Consolidated Statements of Operations, was $0.4 million and $0.9 million, respectively.
Collateralized Financing Arrangements
We enter into digital asset financing arrangements through DeFi protocols that allow digital assets to be deposited as collateral in order to obtain borrowings of additional digital assets. We may redeposit these borrowed assets into lending protocols and subsequently borrow additional assets against those deposits. This strategy is intended to increase our exposure to staking rewards, lending yields and other protocol incentives. The borrowed digital assets do not have a specified maturity date and are repayable at our option at any time. The interest rate on these borrowings are established by each DeFi protocol and are variable. The interest rate is determined based on the borrow demand for each digital asset on the DeFi protocol. Interest is calculated daily and payable on the date repayment is made. We do not have an explicit right of offset under the terms of the collateralized financing arrangements and present the associated liabilities and assets on a gross basis. Through the second quarter 2026, we received proceeds of $122.4 million (using exchange rates as of the date the digital assets were borrowed) and repaid a total of $67.1 million (using exchange rates as of the date the digital assets were repaid). We used the proceeds from these collateralized financing arrangements for SOL DeFi activities.
We derecognize the digital assets provided as collateral related to these borrowings and record an asset on our Condensed Consolidated Balance Sheets. As of June 30, 2026, we had approximately $80.3 million of posted collateral relating to our collateralized financing arrangements which is recorded within Digital assets pledged as collateral as stated on our Condensed Consolidated Balance Sheets. Our net economic impact related to our collateralized financing arrangements was zero as the outstanding balance and related collateral are the same amount. During the three and six months ended June 30, 2026, total borrowing fees recognized within Interest expense, as stated on our Condensed Consolidated Statements of Operations, was $1.2
| 22 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
The table below shows our outstanding collateralized financing arrangements in our Condensed Consolidated Balance Sheets:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||
| Solana (SOL) | $ | $ | ||||||
| PayPal USD (PYUSD) | ||||||||
| Global Dollar (USDG) | ||||||||
Other(a) | ||||||||
| Total | $ | $ | ||||||
| (a) No other digital asset or stablecoin accounted for 10% or more of total collateralized financing arrangements. | ||||||||
NOTE 10—STOCKHOLDERS’ (DEFICIT) EQUITY
SHARE REPURCHASES
During the six months ended June 30, 2026, we repurchased 1,601,747 shares of our common stock for approximately $10.5 million.
COMMON STOCK WARRANTS
Convertible Note Warrants
Contemporaneously with the April Notes, we issued two series of warrants for each $1,000 in principal amount of convertible notes that provided each investor the right to purchase approximately 58.34 shares (2.4 million shares in total) of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock (2.0 million shares in total) at an exercise price of $21.43 per share in the second series. The warrants were exercisable immediately upon issuance and have a term of five years from the date of issuance. During the first quarter of 2026, we issued 43.8 thousand and 35.1 thousand shares in total, or $124.5
As of June 30, 2026, all warrants issued in connection with these convertible notes remained unexercised and outstanding. See Note 8—Debt for further discussion.
Pre-Funded Warrants
On August 24, 2025, we entered into subscription agreements (the "Subscription Agreements") with certain institutional and accredited investors (“Warrant Investors”) pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Subscription Agreements, agreed to sell in a private placement to the Warrant Investors an aggregate of 4,187,953 5,812,089 shares of common stock at an exercise price of $0.0001 per share. The purchase price for one share of common stock was $12.50 and the purchase price for one pre-funded warrant was $12.4999 per share. As of June 30, 2026, 4.9 million warrants were exercised and 0.9 million were outstanding.
On May 1, 2025, we entered into a securities purchase agreement with a syndicate of investors ("the PIPE Investors"), where we agreed to, among other things, enter into a related registration rights agreement in connection with the issuance and sale, in a private placement, of the following securities to the PIPE Investors for gross proceeds of approximately $24.0 million: 2,210,866 shares of our common stock and pre-funded warrants to purchase up to 1,453,753 of our common stock at an exercise price of approximately $0.0014 per share. The purchase price for one share of common stock or pre-funded warrant was approximately $6.57 . The pre-funded warrants became exercisable 21 days after we filed the Definitive Information Statement on Schedule 14C on June 2, 2025 regarding stockholder approval of the issuance of shares subject to pre-funded warrants in accordance with Nasdaq listing requirements. The exercise price and number of pre-funded warrant shares issuable upon exercise of the pre-funded warrant are subject to appropriate adjustment in the
| 23 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants may be exercised, in whole or in part, at any time by means of a “cashless exercise". As of June 30, 2026, 1.5 million warrants were exercised and none were outstanding.
EQUITY LINE OF CREDIT
On June 11, 2025, we entered into a share purchase agreement for an equity line of credit (the "ELOC") with RK Capital Management LLC ("RK"), under which RK agreed to purchase, from time to time, up to an aggregate of $1.0 billion ("Initial Commitment") of our common stock over the term of the agreement. Subject to certain conditions the Initial Commitment may be increased to $5.0 billion. The Company filed with the SEC a registration statement to register for resale under the Securities Act on June 16, 2025, so the registered shares may be issued to RK. In connection with the ELOC, we agreed to pay a commitment fee of $12.5 million, over a twelve month period, in the form of common stock. Through the second quarter 2026, we recorded $6.3 million in commitment fees, or 1,585.2 thousand shares, of which $5.4 million is included within Investment and other (expense) income, net and $0.9 million in stockholders' (deficit) equity. As of June 30, 2026, the commitment fee is fully satisfied.
Through the second quarter 2026, we issued 0.5 million shares of common stock for approximately $1.9 million in net proceeds. We used the net proceeds for working capital purposes.
AT-THE-MARKET OFFERING
On May 1, 2026, we entered into a sales agreement with R.F. Lafferty & Co., Inc., (“R.F. Lafferty”) under which we may offer and sell from time to time shares of our common stock, par value $0.00001 per share, through an at-the-market offering ("ATM"). In accordance with the sales agreement, we may offer and sell shares of our common stock having an aggregate initial offering price of up to $200.0 million from time to time through R.F. Lafferty, acting as our sales agent or as principal.
During the second quarter 2026, we sold an aggregate of 85,000 shares of our common stock under the ATM and received $230.4 thousand of proceeds net of sales commissions and expenses.
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
All cumulative translation adjustments recorded in Accumulated other comprehensive (loss) income arise from changes in foreign currency exchange rates on our foreign operations. No deferred taxes have been provided as we have elected to permanently reinvest such earnings in the respective foreign jurisdiction. The table below presents information on the changes in the components of Accumulated other comprehensive (loss) income:
| (in thousands) | |||||
| Balance December 31, 2025 | $ | ( | |||
| Cumulative translation adjustments | |||||
| Balance June 30, 2026 | $ | ||||
| 24 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
NOTE 11—SHARE-BASED COMPENSATION
Share-based compensation expense includes restricted stock units, or RSUs, and stock options.
SHARE-BASED COMPENSATION EXPENSE
The table below shows the total pre-tax share-based compensation expenses recorded for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| General and administrative | $ | $ | $ | $ | |||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
STOCK OPTIONS
The table below shows activity related to stock options:
| Options | Weighted Average Exercise Price | ||||||||||
| Outstanding as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding as of June 30, 2026 | $ | ||||||||||
| Exercisable June 30, 2026 | $ | ||||||||||
As of June 30, 2026, there was unrecognized pretax compensation of $7.2 million related to stock options which will be recognized over a weighted average period of approximately 3.4 years.
RESTRICTED STOCK UNITS
The table below shows the activity for our restricted stock:
| Units | Weighted Average Fair Value | ||||||||||
| Nonvested as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Outstanding as of June 30, 2026 | $ | ||||||||||
As of June 30, 2026, there was unrecognized pretax compensation of $3.3 million related to restricted stock units which will be recognized over a weighted average period of approximately 3.2 years.
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DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
NOTE 12—INVESTMENTS
The following table provides the components of Investment and other (expense) income, net:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Equity in net (loss) income of investees, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Realized and unrealized gain (loss) on debt securities, net | |||||||||||||||||||||||
| Realized and unrealized (loss) gain on equity securities, net | ( | ( | |||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Investment and other (loss) income, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
In the table above, Other (expense) income, net, for the three and six months ended June 30, 2026 includes $3.2 million and $5.4 million, respectively, of expense related to the ELOC commitment fee, see Note 10—Stockholders’ (Deficit) Equity for further discussion.
The table below shows the components of our investments:
| (in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Equity method securities | $ | $ | |||||||||
| Non-marketable securities | |||||||||||
| Marketable securities | |||||||||||
| Debt securities | |||||||||||
| Total | $ | $ | |||||||||
EQUITY METHOD SECURITIES
On August 27, 2025, we entered into a subscription agreement with Cykel AI where we agreed to purchase 10.4 million prepaid warrants for £1.25 million, or $1.7 million (using exchange rates as of the agreement date). Under the terms of the subscription agreement, we would be granted an additional 10.4 million cash warrants exercisable at a 10 % premium to the price per share stated in the second capital raise (the "Second Capital Raise") per cash warrant. As of June 30, 2026 the Second Capital Raise has not occurred. Additionally, we have the right to appoint two board members to Cykel AI and an additional board member once the Second Capital Raise closes. On June 18, 2026, we entered into an agreement where we sold 100 % of our interest in Cykel AI for $268.3 thousand.
In October 2025, we entered into a shareholders’ agreement with HBV Special Opportunities Limited Partnership Fund relating to HBV Special Opportunities Investment Holding 1 Limited (“HBV Investment Holding”), where we agreed to purchase 50 of HBV Investment Holding’s 150 outstanding ordinary shares for $608.3 thousand, representing a 33.33 % ownership interest, with the remaining 66.67 % owned by HBV Special Opportunities Limited Partnership Fund.
For the three and six months ended June 30, 2026, we recognized a loss of approximately $375.7 thousand and $986.3 thousand, respectively, resulting from our share of earnings in our investees, which was recorded in Investment and other (expense) income, net as stated on our Condensed Consolidated Statements of Operations.
NON-MARKETABLE EQUITY SECURITIES
During the first quarter 2026, we invested approximately $630.0 thousand in Peak Consulting Labs Inc. ("Peak"), a privately held company, through a Simple Agreement for Future Equity ("SAFE"). We account for these non-marketable securities in accordance with Accounting Standards Codification Topic 321, Investments—Equity Securities ("ASC 321"). Under ASC
| 26 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
321, the SAFE is an equity security that does not have a readily determinable fair value. We have elected the measurement alternative under ASC 321-10-35-2, under which the investment is carried at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer. We concluded that Peak, is a variable interest entity under the framework detailed in Accounting Standards Codification Topic 810, Consolidations ("ASC 810"). Under ASC 810, we determined that consolidation of Peak is not required as we do not have the power to direct the activities that most significantly impact the economic performance of Peak and we are not the primary beneficiary.
As of June 30, 2026, no upward adjustments, downward adjustments, impairment charges, or realized gains or losses have been recognized, our carrying value was $630.0 thousand, which is included within Investments on our Condensed Consolidated Balance Sheets.
DEBT SECURITIES
On September 19, 2025, we entered into a securities purchase agreement with ZeroStack Corp. (“ZeroStack”), formerly Flora Growth Corp., in which we agreed to, among other things, purchase convertible notes for 93.3 thousand SOL, or $23.1 million (using the exchange rate as of the agreement date) due September 2030, contingent upon certain closing conditions as described in the agreement. The convertible notes have an interest rate of 8.0 % per year, accrued daily and payable in SOL on a quarterly basis, in arrears, on March 31, June 30, September 30 and December 31 each year. On October 24, 2025, the closing conditions were met.
Subsequently, on December 29, 2025, we entered into a note settlement agreement (the "Note Settlement Agreement") with ZeroStack, where we agreed to settle the aforementioned convertible notes, including principal, accrued interest and fees, for approximately $11.0 million in SOL (using exchange rates as of the date the SOL was received), $1.75 million in cash and approximately $0.8 million worth of common shares of ZeroStack.
During the first quarter 2026, we received approximately 6.7 thousand SOL, or $841.0 thousand, related to the remaining balance of the Note Settlement Agreement with ZeroStack and recognized a loss of $425.7 thousand upon settlement.
MARKETABLE EQUITY SECURITIES
On April 21, 2026, the Company entered into a Share Subscription Agreement to purchase 700,000 shares of common stock in Allied Architects, Inc. (“Allied”), a publicly traded Tokyo-based corporation listed on the Tokyo Stock Exchange (TSE Ticker: 6081), for a total purchase price of $1.2 million (using exchange rates as of the investment date).
In December 2025, we received shares of common stock in ZeroStack as part of a Note Settlement Agreement. We initially recorded the common shares at fair value as of the settlement date and have subsequently remeasured to fair value as of the balance sheet date. During the second quarter 2026, we sold a portion of the common stock for approximately $353.6 thousand.
For the three and six months ended June 30, 2026, we recognized a net loss of $698.9 thousand and $679.0 thousand related to our marketable securities, respectively. For the three and six months ended June 30, 2025, we recognized a net gain of $169.8 thousand and $255.2 thousand related to our marketable securities, respectively.
NOTE 13—INCOME TAXES
EFFECTIVE TAX RATE
Our effective tax rate for the three and six months ended June 30, 2026, was 0.0 % and 0.0 %, respectively, compared to an effective tax rate of 7.2 % and 7.6 % for the the three and six months ended June 30, 2025, respectively. Our effective tax rate differs from the U.S. federal statutory rate of 21 % as a result of our U.S. losses for which no benefit will be realized.
The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Consistent with this approach, the Company is using the estimated annual effective tax rate (the "AETR") method to calculate taxes for the period ending June 30, 2026, and is discretely recognizing specific events referred to as "discrete items" as they occur.
| 27 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
NOTE 14—FAIR VALUE MEASUREMENTS
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:
| June 30, 2026 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
| (in thousands) | Carrying Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Digital assets, at fair value | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Digital assets pledged as collateral | |||||||||||||||||||||||||||||
Stablecoins(a) | |||||||||||||||||||||||||||||
Marketable securities(b) | |||||||||||||||||||||||||||||
Warrants(a) | |||||||||||||||||||||||||||||
Digital asset receivables(a) | |||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Digital asset financing arrangements | |||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| (a) Amounts are included within Other current assets as stated on our Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||
| (b) Amounts are included within Investments as stated on our Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||
| 28 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
| December 31, 2025 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
| (in thousands) | Carrying Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Digital assets, at fair value | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Digital assets pledged as collateral | |||||||||||||||||||||||||||||
Stablecoins(a) | |||||||||||||||||||||||||||||
Debt securities(b) | |||||||||||||||||||||||||||||
Marketable securities(b) | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Digital asset financing arrangements | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Accrued crypto loan borrowing fees(c) | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| (a) Amounts are included within Other current assets as stated on our Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||
| (b) Amounts are included within Investments as stated on our Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||
| (c) Amounts are included within Accounts payable and accrued expenses as stated on our Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||
Financial assets and liabilities classified within Level 1 are valued using unadjusted quoted prices for identical assets and liabilities in active markets. There are no active markets for our locked SOL holdings. Accordingly, we have valued the locked SOL holdings using unadjusted quoted price on the active market we identified as the principal market, and adjusted for Level 2 inputs, which incorporate observable market transactions executed by public companies comparable to our Digital Asset Treasury segment and those transactions entered into by us.
Our derivative instruments are primarily comprised of digital asset financing arrangements and digital assets pledged as collateral for those financing arrangements and are valued based on the underlying digital asset. Derivative instruments that are classified within Level 1 are valued using unadjusted quoted prices on the active exchange that we have identified as the principal market for the underlying digital asset. For derivative instruments classified within Level 2 we determine the value using quoted prices for identical tokens in markets that are not active.
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NONRECURRING BASIS
In addition to assets and liabilities that are recorded at fair value on a recurring basis, under the framework of ASC 820, we are also required to record assets and liabilities at fair value on a nonrecurring basis for items such as acquisitions and impairment testing on intangible assets.
Impairments
For the three and six months ended June 30, 2026, we recognized impairment charges of $10.0 million and $20.7 million, respectively, on our digital assets, at carrying value due to the weakening of our liquid staking tokens against the U.S. dollar.
Warrant Dividend
In connection with the issuance of our convertible notes, we determined the fair value of the warrant dividend issued to our convertible note warrant holders to be $124.5 1.63 and $1.51 price per warrant for the first and second series, respectively. The fair value was determined using the Black-Scholes Option model, which utilizes significant inputs, or Level 3 inputs, as defined by the fair value hierarchy. See Note 10—Stockholders’ (Deficit) Equity for further discussion.
| 29 | |||||||
DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
The table below shows the inputs used for the valuation of warrant dividends issued during the first quarter 2026:
| Stock price | $ | ||||
| Strike price, series 1 | $ | ||||
| Strike price, series 2 | $ | ||||
| Dividend | % | ||||
| Risk free rate | % | ||||
| Term | |||||
| Volatility | % | ||||
OTHER FINANCIAL INSTRUMENTS
The carrying value of our cash and cash equivalents, receivables and accounts payable approximates fair value as of June 30, 2026 and December 31, 2025, respectively, due to the short-term nature of these instruments.
NOTE 15—COMMITMENTS AND CONTINGENCIES
LITIGATION AND REGULATORY
We may become subject to legal proceedings, regulatory investigations and claims that arise in the ordinary course of business. If this occurs we will review each proceeding, investigation and claim on a case by case basis and determine the probability of losses after considering, among other things, opinions and views of legal counsel and outcomes of similar cases and circumstances, there is significant judgment in making these estimates and actual results may differ significantly from these estimates.
COMMITMENTS
Revolving Credit Facility
On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the "Revolver") with one of our equity method investees. Under the terms of the agreement, we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10 %, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver.
During the second quarter 2026, $580.0 thousand was borrowed by the equity method investee under the Revolver. Additionally, on June 25, 2026, we entered into an agreement where we agreed to terminate and settle the outstanding principal and accrued interest under the Revolver for $345.6 thousand, resulting in a loss of approximately $246.0 thousand.
Promissory Note Agreement
On May 4, 2026, we entered into a promissory note agreement to provide a $3.0 million USDC unsecured callable loan to Preference Capital (BVI) Ltd. The promissory note bears an annual interest rate of 15 %, which is calculated on a 360-day year. Interest is to be paid to us in USDC and capitalized on a quarterly basis due on the last day of the calendar quarter. The borrowed amount is due to us the earlier of the one-year anniversary of the promissory note, default event as described under the agreement or two business days after we demand repayment. The loan was repaid in full during the second quarter 2026. We recognized interest income of $33.8
NOTE 16—OFF BALANCE SHEET TRANSACTIONS
As of June 30, 2026, customers delegated 621.9 thousand SOL tokens or $45.7 million (using exchange rates as of the balance sheet date) to our validators. These amounts are not presented on our Condensed Consolidated Balance Sheets as we do not control the staked SOL.
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DEFI DEVELOPMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
(Unaudited)
NOTE 17—RELATED PARTY TRANSACTIONS
WIND DOWN
On April 1, 2026, the Company agreed to a severance agreement with Blake Janover, current Director and former Chief Commercial Officer, and agreed to sell certain of our Real Estate Platform segment domains to Mr. Janover for $10.0 thousand. See Note 6—Acquisitions, Dispositions and Wind Down Activities for further discussion.
INVESTMENT
On February 12, 2026, we entered into a SAFE agreement with Peak, an entity for which Joseph Onorati, our Chief Executive Officer and President of the Board of Directors, also serves as Chief Executive Officer, and which is therefore considered a related party. Under the term of the agreement, we purchased the right to obtain certain equity securities of Peak upon the occurrence of certain future events, as described in the agreement, for $630.0 thousand. See Note 12—Investments, for further discussion.
NOTE 18—SUBSEQUENT EVENTS
We have evaluated events and transactions that occurred after the balance sheet date through August 13, 2026, the date the condensed consolidated financial statements were available to be issued, we concluded the following events required disclosure to the Notes to the Condensed Consolidated Financial Statements.
AT-THE-MARKET OFFERING
We sold an aggregate of 393,000 shares of our common stock under the ATM and received $1.1 million of proceeds net of sales commissions and expenses.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans, or intentions. These statements include but are not limited to discussions on our strategy, future operations, future revenue, projected costs, prospects, plans and objectives of management. These forward-looking statements can be identified by words such as "may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "might," "intend," "continue," "strategy," "future," "opportunity," "plan," "predict," "project," "target," "potential", "forecast," and other similar expressions. These forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results and financial condition to significantly differ from those expressed or implied in our forward-looking statements. We discuss such risks and uncertainties in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in our unaudited condensed consolidated financial statements, related notes, and the other information appearing in this report and our other filings with the Securities and Exchange Commission. We do not intend, and assume no obligation except as required by law, to update any of our forward-looking statements after the date of this report to reflect actual results, new information, or future events or circumstances. Readers are cautioned not to place undue reliance on such forward-looking statements and to read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the unaudited condensed consolidated financial statements and the related notes that appear in this report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of DeFi Dev. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2025, and our condensed consolidated financial statements and the accompanying Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q).
OVERVIEW
THE COMPANY
In 2025, we pivoted our primary business strategy to the acquisition, long-term holding, and active management of SOL and SOL-related digital assets. Our treasury strategy includes accumulating SOL, locked SOL, liquid staking tokens such as dfdvSOL, and other SOL-denominated or SOL-native positions. We also operate Solana validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.
We continuously evaluate capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support our digital asset treasury strategy. Our objective is to expand our exposure to the Solana ecosystem over the long term.
In addition to our digital asset treasury operations, we continue to operate our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, Real Estate Investment Trusts ("REITs"), debt funds, and other institutional capital providers.
We consider these our two operating segments: “Digital Asset Treasury” and the “Real Estate Platform”.
RECENT SIGNIFICANT DEVELOPMENTS
The following are the more significant developments in our business during the six months ended June 30, 2026:
•On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. Substantially all operations of the Real Estate Platform segment ceased by the end of the second quarter 2026, with the exception of Groundbreaker Tech Inc.
•On May 26, 2026, holders of approximately 81.79% of the outstanding voting power of DeFi Dev approved by written consent the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion. On June 26, 2026, we finalized our reincorporation in the State of Nevada.
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•We repurchased a total of 1,601,747 shares of our common stock for $10.5 million under our share repurchase program.
•We received net proceeds of $2.1 million through the issuance of our common stock under our equity line of credit and ATM. We used the proceeds for working capital purposes.
•We received proceeds from digital asset financing arrangements of $135.3 million and repaid $87.9 million. We used the proceeds from these borrowing for working capital purposes and SOL decentralized finance (“DeFi”) activities.
MODIFICATIONS TO THE SOLANA PROTOCOL
The Solana Network is an open-source blockchain whose development has historically been led and overseen by a group of core contributors, including the Solana Foundation, Solana Labs and independent developers. This core group of contributors periodically propose and implement updates to the Solana protocol, which is intended to enhance network performance, scalability, reliability and functionality.
The release of protocol updates on the Solana Network are not always immediately adopted and depends heavily on acceptance and adoption by validators to upgrade to the software containing the protocol updates. If validator acceptance and adoption is not sufficient, the network may experience fragmentation, or "forks", which could result in multiple versions of the network operating simultaneously and may adversely affect network stability, transaction processing and user activity.
Recent and ongoing developments have focused on improving transaction speed and scalability. As of the date of this Quarterly Report on Form 10-Q, the following Solana protocol developments have occurred or are currently being developed to occur:
•Alpenglow Consensus Protocol: Solana is developing a new consensus architecture, which is intended to replace certain legacy consensus components, including the existing Proof-of-History mechanism. Implementation of this framework began in December 2025 and is expected to rollout in the third quarter of 2026. Alpenglow is intended to significantly reduce transaction finality times, improve network performance and increase network usage, which could positively impact staking and validator-related revenue.
•Firedancer: An independently developed validator client, referred to as "Firedancer", was introduced on the Solana Network in December 2025, with rollout and adoption continuing in 2026. Firedancer is an independently developed version of the Solana validator software and is intended to improve performance, resiliency, and client diversity. The newly developed validator software is currently compatible with existing Solana protocols, enabling validators to adopt it without requiring a protocol-level change or a fork. Firedancer may reduce the risk of a network-wide interruption. However, the implementation of the software may cause risks for new bugs, new hardware or operational requirements for validators and potential instability during rollout.
•Network Performance and Capacity Upgrades: The Solana Network continues to implement protocol enhancements designed to increase transaction capacity and improve network performance. In July 2026, the Solana Network increased the maximum compute capacity per block from 60 million to 100 million compute units, representing an approximately 66% increase in block compute capacity. The increased capacity is intended to allow validators to process more transactions and computational activity within each block and provide additional network capacity during periods of high demand.
In addition, Agave 4.2, an upcoming release of the primary Solana validator client, includes additional network performance enhancements, including features designed to reduce slot times and increase the frequency at which blocks are produced. Certain reduced slot-time features are currently undergoing testing prior to implementation on the Solana mainnet.
These and other network upgrades may improve network efficiency, transaction throughput and performance and reduce congestion during periods of high demand. However, the timing, successful implementation and impact of these upgrades on network activity and our Digital Asset Treasury segment remain uncertain.
•Validator Economics and Fee Distribution: The Solana Network continues to develop and implement protocol changes affecting transaction fees, block rewards and other economic incentives available to validators and network participants. Certain proposed or recently accepted protocol changes would modify the calculation, distribution or burning of network fees, which could affect the economics of operating validators and staking SOL. Additional changes to validator incentives and fee structures may be proposed or implemented in the future. The
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impact of these changes on staking and validator-related revenue in our Digital Asset Treasury segment remains uncertain.
The impact of these and other protocol changes to the Solana Network is inherently uncertain and remain subject to ongoing development, testing, validator acceptance and adoption and timing. Accordingly, we cannot predict whether, or to what extent, such changes will affect our Digital Asset Treasury segment.
SELECTED CONSOLIDATED OPERATING RESULTS
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | $ Change | 2026 | 2025 | $ Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 3,314 | $ | 1,986 | $ | 1,328 | $ | 5,978 | $ | 2,273 | $ | 3,705 | ||||||||||||||||||||||||||
| Net (loss) gain on digital assets | $ | (21,519) | $ | 21,194 | $ | (42,713) | $ | (72,549) | $ | 21,194 | $ | (93,743) | ||||||||||||||||||||||||||
Operating expenses(a) | $ | 4,635 | $ | 5,990 | $ | (1,355) | $ | 11,489 | $ | 7,160 | $ | 4,329 | ||||||||||||||||||||||||||
| Operating (loss) income | $ | (22,840) | $ | 17,190 | $ | (40,030) | $ | (78,060) | $ | 16,307 | $ | (94,367) | ||||||||||||||||||||||||||
| Interest expense | $ | (3,701) | $ | (776) | $ | (2,925) | $ | (6,397) | $ | (776) | $ | (5,621) | ||||||||||||||||||||||||||
| Gain (loss) from derivative instruments | $ | 25 | $ | — | $ | 25 | $ | (22,813) | $ | — | $ | (22,813) | ||||||||||||||||||||||||||
| Gain on retirement of debt | $ | 2,849 | $ | — | $ | 2,849 | $ | 2,849 | $ | — | $ | 2,849 | ||||||||||||||||||||||||||
| Investment and other (expense) income, net | $ | (3,619) | $ | 219 | $ | (3,838) | $ | (6,255) | $ | 324 | $ | (6,579) | ||||||||||||||||||||||||||
| Income tax (expense) benefit | $ | (1) | $ | (1,201) | $ | 1,200 | $ | (1) | $ | (1,201) | $ | 1,200 | ||||||||||||||||||||||||||
| Net (loss) income | $ | (27,287) | $ | 15,432 | $ | (42,719) | $ | (110,677) | $ | 14,654 | $ | (125,331) | ||||||||||||||||||||||||||
| (a) Excludes net (loss) gain on digital assets. | ||||||||||||||||||||||||||||||||||||||
THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Consolidated Revenue
The increase in consolidated revenue for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to digital asset revenue generated from our treasury strategy which was driven by rewards from staking our digital asset holdings.
Consolidated Net (Loss) Gain on Digital Assets
The decrease in consolidated net (loss) gain on digital assets for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to the decline of SOL against the U.S. Dollar and losses related to dispositions from converting a portion of our SOL holdings into liquid staking tokens and from sales of digital assets.
Consolidated Operating Expenses
The decrease in consolidated operating expenses for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily driven by a decrease in research and development expenses.
Our Digital Asset Treasury segment accounted for the increase in consolidated operating expenses for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to general and administrative expenses related to professional fees and employee-related costs.
Consolidated Gain (Loss) From Derivative Instruments
The increase in consolidated gain (loss) from derivative instruments for the three months ended June 30, 2026 compared to the same period in 2025 was primarily attributable to $7.5 million of gains related to declines in the fair value of our digital asset financing arrangements, partially offset by losses of $7.5 million driven by declines in the fair value of collateral related to our digital asset financing arrangements.
Consolidated gain (loss) from derivative instruments for the six months ended June 30, 2026 was a loss of $22.8 million, primarily consisting of $53.3 million of losses driven by declines in the fair value of collateral related to our digital asset
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financing arrangements, which was partially offset by gains of $30.4 million related to declines in the fair value of our digital asset financing arrangements.
Consolidated Investment and Other (Expense) Income, Net
The decrease in consolidated investment and other (expense) income, net for the three and six months ended June 30, 2026 compared to the same period in 2025 was primarily attributable to the ELOC commitment fee, which was $3.2 million and $5.4 million, respectively.
Consolidated Gain on the Retirement of Debt
Consolidated gain on the retirement of debt for the three and six months ended June 30, 2026 was $2.8 million, resulting from the repurchase of certain July 2030 Notes (as defined in Note 8—Debt) for $5.0 million with a net carrying value of $7.9 million. See Note 8—Debt of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q, for further discussion.
Consolidated Net (Loss) Income
The decrease in consolidated net (loss) income for the three and six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to the previously mentioned losses related to net (loss) gain on digital assets.
SEGMENT OPERATING RESULTS
Our segment operating results are presented based on how management evaluates operating performance and internally reports financial information. See Note 4—Segments of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q, for further discussion on our segments.
DIGITAL ASSET TREASURY
In 2025, our Board of Directors adopted a new treasury policy, which updated our treasury management to include digital assets, starting with Solana’s native token, SOL. We believe acquiring and holding SOL long-term provides diversification of our treasury holdings and additional growth opportunities through operating validators and staking rewards. We believe that investing in the Solana Network through its native token provides an opportunity for us to create value for our shareholders due to the continuous disruptive innovation the network offers to various industries. Currently, Solana is a category leader in decentralized finance, gaming and metaverse, decentralized physical infrastructure networks, asset tokenization, payment processing, and global value transfer.
Our digital asset treasury strategy is primarily funded through various financing transactions including, among others, issuing common stock, and to a lesser extent, cash on hand from our operations. Management continuously evaluates current market conditions of the overall cryptoeconomy, capital market conditions, and macroeconomic conditions to determine whether to enter into additional financing transactions. Management intends to focus on accumulating digital assets, focusing on SOL, and holding it long-term. We currently do not have a specific target for the amount or type of digital asset holdings we intend to acquire and hold, nor do we have specific plans to acquire a significant amount of any cryptocurrency other than SOL.
Our operating results and financial condition is and will continue to be impacted by price volatility in digital asset markets, which may cause significant fluctuations from period to period and may not be necessarily indicative of future performance. In addition, our revenue may vary due to changes in staking reward yields and Solana protocol defined reward structures, including the annual inflationary rate.
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||
| Revenue | $ | 3,256 | $ | 1,206 | $ | 2,050 | 170.1 | % | $ | 5,658 | $ | 1,206 | $ | 4,452 | 369.3 | % | ||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | 14 | 20 | (6) | (32.1 | %) | 110 | 20 | $ | 90 | 441.3 | % | |||||||||||||||||||||||||||||||||
| General and administrative | 3,969 | 4,397 | (428) | (9.7 | %) | 9,040 | 4,397 | $ | 4,643 | 105.7 | % | |||||||||||||||||||||||||||||||||
| Sales and marketing | 107 | 80 | 27 | 32.7 | % | 256 | 80 | $ | 176 | 218.9 | % | |||||||||||||||||||||||||||||||||
| Research and development | 82 | 157 | (75) | (47.8 | %) | 207 | 157 | $ | 50 | 31.7 | % | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 304 | 203 | 101 | 50.0 | % | 607 | 203 | $ | 404 | 200.0 | % | |||||||||||||||||||||||||||||||||
| Net loss (gain) on digital assets | 21,519 | (21,194) | 42,713 | 201.5 | % | 72,549 | (21,194) | $ | 93,743 | 442.3 | % | |||||||||||||||||||||||||||||||||
| Total operating expenses | 25,995 | (16,337) | 42,332 | 259.0 | % | 82,769 | (16,337) | $ | 99,106 | 606.6 | % | |||||||||||||||||||||||||||||||||
| Segment operating (loss) income | $ | (22,739) | $ | 17,543 | $ | (40,282) | (229.5 | %) | $ | (77,111) | $ | 17,543 | $ | (94,654) | (539.5 | %) | ||||||||||||||||||||||||||||
Revenue
The increase in revenue for the three and six months ended June 30, 2026 as compared to the same periods in 2025 was primarily driven from rewards earned on staking our digital asset holdings.
Operating Expenses
General and Administrative
The decrease in general and administrative expenses for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily due to reduced employee-related costs, which was partially offset by an increase in professional fees.
General and administrative expenses increased for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase of $2.9 million in professional fees and a $1.4 million increase in employee-related costs.
Net Loss (Gain) on Digital Assets
Net loss (gain) on digital assets generated for the three months ended June 30, 2026, reflects $17.6 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $10.0 million of impairments driven by our liquid staking tokens, which was partially offset by $6.0 million of gains due to the appreciation of SOL relative to the U.S. Dollar.
Net loss (gain) on digital assets generated for the six months ended June 30, 2026, reflects $20.8 million of losses due to the decline of SOL relative to the U.S. Dollar, $31.1 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $20.7 million of impairments driven by our liquid staking tokens.
REAL ESTATE PLATFORM
We have developed a 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, REITs, debt funds, and other financial institutions looking to deploy capital into commercial mortgages. The platform connects borrowers to our internal capital markets advisors who guide the borrower through the process and connect them with the right loan product and lender.
The Real Estate Platform segment derives its revenue primarily from platform fees and subscription revenue. Platform fees include referral and advisory fees generated from multifamily and commercial real estate and small business debt transactions. We earn platform revenue from fees charged to our customers that utilize our platform and our capital
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markets advisor sales team, who will assist in the match between lenders and borrowers. These fees include a share of the revenue per transaction by the lender, typically 1% of the loan amount, and in some cases a fixed negotiated fee from the borrower.
Our data and software offerings are generally offered on a subscription basis. We provide data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Capital Markets), insurance (Janover Insurance), and equity (Janover Connect, Janover Engage).
On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. Substantially all operations of the Real Estate Platform segment ceased at the end of the second quarter 2026, with the exception of Groundbreaker Tech Inc.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Revenue | $ | 58 | $ | 780 | $ | (722) | (92.6 | %) | $ | 320 | $ | 1,067 | $ | (747) | (70.1 | %) | |||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | 7 | 8 | (1) | 2.9 | % | 14 | 14 | $ | — | 1.0 | % | ||||||||||||||||||||||||||||||
| General and administrative | 90 | 280 | (190) | (68.1 | %) | 1,025 | 824 | $ | 201 | 24.1 | % | ||||||||||||||||||||||||||||||
| Sales and marketing | 13 | 601 | (588) | (97.8 | %) | 117 | 1,066 | $ | (949) | (89.1 | %) | ||||||||||||||||||||||||||||||
| Research and development | 1 | 156 | (155) | (99.1 | %) | 17 | 325 | $ | (308) | (94.6) | % | ||||||||||||||||||||||||||||||
| Depreciation and amortization | 48 | 88 | (40) | (45.4 | %) | 96 | 138 | $ | (42) | (30.6 | %) | ||||||||||||||||||||||||||||||
| (Gain) loss from changes in fair value of contingent consideration | — | — | — | — | — | (64) | 64 | NM | |||||||||||||||||||||||||||||||||
| Total operating expenses | 159 | 1,133 | (974) | (85.9 | %) | 1,269 | 2,303 | $ | (1,034) | (44.9 | %) | ||||||||||||||||||||||||||||||
| Segment operating (loss) income | $ | (101) | $ | (353) | $ | 252 | 71.1 | % | $ | (949) | $ | (1,236) | $ | 287 | 23.3 | % | |||||||||||||||||||||||||
NM-Amounts are not meaningful
Revenue
Real estate revenue decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to the disposition of Janover Pro ("JPro"), which represented the majority of our subscription revenue in fiscal 2025 and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which was completed at the end of the second quarter 2026.
Operating Expenses
General and Administrative
General and administrative decreased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to the disposition of JPro, and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses.
General and administrative expenses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to the severance agreement with Blake Janover, our former Chief Commercial Officer and current Director.
Sales and Marketing
Sales and marketing decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to the disposition of JPro, and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses.
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Research and Development
Research and development decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025, due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses.
LIQUIDITY AND CAPITAL RESOURCES
| (in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Sources of liquidity: | |||||||||||
| Cash and cash equivalents | $ | 4,335 | $ | 5,920 | |||||||
| Marketable securities | $ | 713 | $ | 698 | |||||||
| Obligations: | |||||||||||
| Loans payable | $ | — | $ | 107 | |||||||
| Digital asset financing arrangements | $ | 89,769 | $ | 67,521 | |||||||
| Long-term debt, net | $ | 120,564 | $ | 127,361 | |||||||
We believe that the sources of liquidity discussed below, and access to capital markets will be sufficient in both the short and long term to meet our working capital requirements and future obligations.
SOURCES OF LIQUIDITY
Principal Sources of Liquidity
As of June 30, 2026, our principal sources of liquidity consist of cash and cash equivalents and marketable securities.
•Cash and cash equivalents: represents our most immediately available source of liquidity and consisted of demand deposits and money market instruments.
•Marketable securities: consist of publicly-held equity securities, which are held at fair value and may be liquidated to generate cash, subject to market conditions.
Capital Markets
At-The-Market Offering
On May 1, 2026, we entered into a sales agreement, with R.F. Lafferty & Co., Inc., (“R.F. Lafferty”) under which we may offer and sell from time to time shares of our common stock, par value $0.00001 per share, through an at-the-market offering ("ATM"). In accordance with the sales agreement, we may offer and sell shares of our common stock having an aggregate initial offering price of up to $200.0 million from time to time through R.F. Lafferty, acting as our sales agent or as principal.
During the second quarter 2026, we sold an aggregate of 85,000 shares of our common stock under the ATM and received $230.4 thousand of proceeds net of sales commissions and expenses. As of June 30, 2026 we had $199.8 million of remaining capacity under our ATM offering.
Potential Sources of Liquidity
Equity Line of Credit
On June 11, 2025, we entered into a share purchase agreement with RK Capital Management LLC that provided us with an equity line of credit (“ELOC”), where we have the right, but not the obligation, to sell up to $1.0 billion of our common stock over a 36 month period, subject to the terms and conditions of the agreement. We may request a one-time increase in the commitment amount up to an aggregate of $5.0 billion, subject to certain conditions.
The amount and timing of proceeds are at our discretion and are dependent on several factors, including the market price and trading volume of our common stock, current market conditions and compliance with contractual and regulatory limitations. Although the ELOC represents a significant potential source of liquidity, it does not constitute a committed source of cash, and we may not be able to access the facility on favorable terms, or at all, at the times or in the amounts desired.
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During periods when market conditions are favorable, we expect to utilize the ELOC as an important component of our external liquidity strategy to fund working capital requirements, strategic initiatives and digital asset treasury activities. During the first half of fiscal 2026, we received $1.9 million of net proceeds under the ELOC.
As of June 30, 2026, approximately $930.5 million remained available under the ELOC, subject to the terms and conditions of the agreement.
Digital Assets
As of June 30, 2026, our digital asset holdings were $85.7 million, and had an aggregate fair value of $97.3 million (using exchange rates as of the balance sheet date), of which $47.4 million is unencumbered, and may be sold to generate liquidity. Management may from time to time, if necessary, and subject to crypto market conditions, monetize the digital assets we receive from staking activities and validator operations to meet liquidity needs.
Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities:
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net cash used in operating activities | $ | (14,108) | $ | (2,057) | |||||||
| Net cash provided by (used in) investing activities | $ | 26,579 | $ | (61,251) | |||||||
| Net cash (used in) provided by financing activities | $ | (14,056) | $ | 63,261 | |||||||
Net cash used in operating activities was $14.1 million for the six months ended June 30, 2026, reflecting payments for interest on our debt, professional services and employee-related costs.
Net cash provided by investing activities was $26.6 million for the six months ended June 30, 2026, primarily consisting of proceeds from the sale of digital assets and investments, which was partially offset by purchases of digital assets and investments.
Net cash used in financing activities was $14.1 million for the six months ended June 30, 2026, reflecting repurchases of shares of our common stock under our share repurchase program and the repurchase of certain July 2030 convertible notes, which was partially offset by proceeds from issuance of our common stock under the ELOC and ATM.
MATERIAL CASH REQUIREMENTS AND OTHER OBLIGATIONS
Short-Term Liquidity Requirements
Our short-term obligations include working capital requirements, short-term debt, digital asset financing arrangements, interest payments related to our convertible notes and an ELOC commitment fee.
•Interest payments on long-term debt: Under the terms of our convertible notes, we are required to make periodic interest payments. The April Notes (as defined in Note 8—Debt) have an interest rate of 2.5%, which accrues daily and is required to be paid quarterly in arrears on March 31, June 30, September 30 and December 31 each year. Our July Notes (as defined in Note 8—Debt) have an interest rate of 5.5%, which is calculated based on a 360-day year and is required to be paid semi-annually in arrears on January 1 and July 1 of each year.
•Digital asset financing arrangements: We entered into several digital asset financing arrangements where we borrowed SOL, with annual contractual borrowing fees ranging from 10.0% to 13.0% payable on the loan maturity date. These arrangements require us to provide collateral denominated in SOL with initial levels of 200.0% to 300.0% of the total loan value and must maintain a minimum collateral coverage between 175.0% to 200.0%. If the value of the posted collateral falls below this threshold we may be required to post additional SOL. If the collateral coverage declines to 150.0% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. In addition, we also entered into a callable open term loan under the previously mentioned master loan agreement, where we borrowed $4.0 million USD Coin ("USDC"). Repayments of our digital asset financing arrangements is required to be settled in the borrowed digital asset. Our ability to repay the loans and comply with collateral requirements is subject to availability of SOL and USDC in our digital asset treasury and the fluctuations in the price of these assets.
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•ELOC commitment fee: As of June 30, 2026, we fully satisfied the commitment fee, which was settled through the issuance of our common stock.
•Promissory note: On May 4, 2026, we entered into a promissory note agreement to provide a $3.0 million USDC unsecured callable loan to Preference Capital (BVI) Ltd. The promissory note bears an annual interest rate of 15%, which is calculated on a 360-day year. Interest is to be paid to us in USDC and capitalized on a quarterly basis due on the last day of the calendar quarter. The borrowed amount is due to us the earlier of the one-year anniversary of the promissory note, default event as described under the agreement or two business days after we demand repayment. The loan was repaid in full during the second quarter 2026. We recognized interest income of $33.8 thousand, included within Investment and other (expense) income, net, during the three and six months ended June 30, 2026.
Long-Term Liquidity Requirements
Our long-term obligations include outstanding principal repayments of our long-term debt and interest payments related to that debt, as well as funding commitments under a revolving credit facility to one of our equity method investees.
•Long-term debt: The outstanding principal balance on our convertible notes have maturity dates of April 6, 2030 and July 1, 2030. As of June 30, 2026, the outstanding principal balances on the April Notes and July Notes were $11.5 million and $114.6 million, respectively.
•Revolving credit facility: On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the “Revolver”) with one of our equity method investees. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver. On June 25, 2026, we entered into an agreement with the equity method investee to terminate and settle the outstanding principal and accrued interest under the Revolver.
SHARE REPURCHASES AND DIVIDENDS
In November 2023, our Board of Directors authorized a share repurchase program that provided for the repurchase of up to $1.0 million of our common stock, with no expiration from the date of authorization. In September 2025, our Board of Directors authorized an increase to the current share repurchase program up to $100.0 million. Under this authorization, an initial $10.0 million threshold has been established, and management must obtain Board approval before making any additional repurchases. Subsequently, on January 8, 2026, the Board of Directors increased the previously mentioned threshold by $15.0 million to $25.0 million. As of June 30, 2026, we had $78.0 million remaining under the authorization.
We expect to repurchase additional shares of our common stock under the authorization in the open market or in private transactions. The timing, method, and amount of future repurchases will be determined by management based on its evaluation of market conditions and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be modified, suspended, or discontinued at any time.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results may differ significantly from these estimates and assumptions. Note 1—Overview and Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Notes to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 describe the significant accounting policies and methods used in the preparation of our condensed consolidated financial statements. There have been no material changes to the Company's critical accounting estimates since the Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a "smaller reporting company" as defined by §229.10(f) of Regulation S-K and are not required to provide the information required by this Item.
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ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure procedures and controls (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2026.
Disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were not effective as of June 30, 2026 due to material weaknesses in our internal control over financial reporting as described below.
A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses:
•The Company did not have a formalized system of internal control over financial reporting in place to ensure that risks are properly assessed, controls are properly designed and implemented, and internal controls are properly monitored and operating effectively.
•The Company did not maintain a sufficient complement of formally documented general information technology controls over access, segregation of duties, security, and change management.
•The Company does not have sufficient accounting personnel to ensure adequate segregation of duties which restricts our ability to properly review information related to financial reporting, including applying complex accounting principles and calculations, in a timely manner.
Planned Remediation
Management continues to work to improve its controls related to the material weaknesses described above, including enhancing our overall internal control framework, strengthening information technology controls, expanding our accounting and financial reporting resources and implementing enhanced financial reporting review controls.
Enhancement of Internal Control Framework
Management has engaged an external consultant to assist in enhancing and formalizing our internal control over financial reporting framework in accordance with the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This includes, but is not limited to, documenting key financial reporting controls and establishing monitoring procedures designed to ensure that controls are appropriately designed and operating effectively.
Strengthening Information Technology Controls
Management, with the assistance of the external consultant, will implement formalized information technology controls over systems that we utilize for financial reporting. These controls included, but are not limited to, documented policy and procedures related to user access management, segregation of duties, system security and change management processes.
Accounting and Financial Reporting Resources and Review Controls
Management intends to focus on hiring experienced finance and accounting personnel or expand consulting services in areas focused around technical accounting and internal controls, subject to fiscal feasibility. Management has enhanced current review procedures by engaging an external consultant to perform independent reviews over the preparation and
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analysis of financial information and complex calculations. Additionally, management will engage external specialist as needed to provide assistance in accounting for significant or complex transactions.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting, will prevent all misstatements, errors and fraud. Because of inherent limitations, these control systems are intended to provide only reasonable, not absolute assurance that the objectives of the controls systems are met.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Other than the items mentioned above, there were no other changes in the Company’s internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our fiscal quarter ended June 30, 2026, that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Part I, Item 1, Note 15—Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements for a discussion of significant developments in our legal proceedings since December 31, 2025. Also refer to Item 3, "Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a prior discussion of our legal proceedings.
ITEM 1A. RISK FACTORS
Any investment in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, operating results, reputation, future prospects, or the trading price of the Company’s stock. These are not the only risks facing the Company. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
STOCK REPURCHASE ACTIVITY
The table below summarizes the stock repurchase activity under our stock repurchase program during the three months ended June 30, 2026:
| (in thousands, except per share amounts) | Total Number of Shares Purchased(a) | Average Price Paid Per Share(b) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||
| Balance as of March 31, 2026 | 3,651 | $ | 6.03 | 3,651 | $ | 77,973 | ||||||||
| April 1, 2026 through April 30, 2026 | — | — | — | — | ||||||||||
| May 1, 2026 through May 31, 2026 | — | — | — | — | ||||||||||
| June 1, 2026 through June 30, 2026 | — | — | — | — | ||||||||||
| Balance as of June 30, 2026 | 3,651 | $ | 6.03 | 3,651 | $ | 77,973 | ||||||||
(a) On November 16, 2023, our Board of Directors announced that they had authorized a stock repurchase program that provides for the repurchase of up to $1.0 million of our common stock, with no expiration from the date of authorization. In September 2025, our Board of Directors authorized an increase to the current stock repurchase program to provide for the repurchase of up to $100.0 million of our common stock. Under this authorization, an initial $10.0 million threshold has been established, and management must obtain Board approval before making any additional repurchases. Subsequently, on January 8, 2026, the Board of Directors increased the previously mentioned threshold by $15.0 million to $25.0 million. Share repurchases under our stock repurchase program may be made through open market transactions or pursuant to a Rule 10b5-1 trading plan, subject to market conditions. Repurchases will be funded from our working capital or other financing alternatives.
(b) Average price paid per share for open market purchases includes broker commissions.
EMPLOYEE EQUITY INCENTIVE PROGRAM SHARE WITHHOLDING
We withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of awards under our employee equity incentive program. During the second quarter of 2026 and first half of fiscal 2026, we withheld approximately 36.4 thousand and 39.6 thousand shares, respectively, for a total value of $136.7 thousand and $153.2 thousand, respectively, through net share settlements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
INSIDER TRADING ARRANGEMENTS
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |||||||
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1*† | ||||||||
| 32.2*† | ||||||||
| 101.INS | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
*Filed herewith.
†In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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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 thereunto duly authorized.
| DeFi DEVELOPMENT CORP. | ||||||||
| (Registrant) | ||||||||
Date: August 13, 2026 | By: | /s/Joseph Onorati | ||||||
| Joseph Onorati Chief Executive Officer, President and Chairman of the Board of Directors | ||||||||
| (Principal Executive Officer) | ||||||||
Date: August 13, 2026 | By: | /s/Fei (John) Han | ||||||
| Fei (John) Han Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
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Exhibit 10.8
DEFI DEVELOPMENT CORP.
CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is made on 8/10/2026 and shall have effect as of June 8, 2026 (the “Effective Date”), by and between DeFi Development Corp., a Delaware corporation (the “Company”), and Mempool Exploration, LLC (“Consultant”).
1.Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company regarding transition of operations of certain validators owned by the Company and related matters (the “Services”), including providing the Company with a written transition plan for operations of the Company’s validators within 6 weeks after the EffectiveDate. Consultant will use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company.
2.Fees. As consideration for the Services that Consultant will provide and Consultant’s other obligations hereunder, the Company will pay to Consultant $8,333 per month, payable in arrears within 30 calendar days of the end of each calendar month. Consultant acknowledges that Consultant will receive an IRS Form 1099-NEC from the Company, and that Consultant will be solely responsible for all federal, state, and local taxes, as set forth in Section 5 and Section 6(b).
3.Expenses. Consultant will furnish, at Consultant’s expense, the materials, equipment, supplies, and other resources necessary to perform the Services. Consultant is not authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services unless otherwise negotiated between the parties and agreed to in writing by the Primary Contact (as defined in Section 7 below). Authorized expenses shall be paid within 30 days of submission of an expense claim or the submission of requested documentation pursuant to Section 7 (whichever is the later).
4.Term and Termination. Consultant will serve as a consultant to the Company for a period commencing on the Effective Date and terminating on the earlier of (a) the date Consultant completes the provision of the Services to the Company under this Agreement and (b) May 30, 2027.
Notwithstanding the above, either party may terminate this Agreement at any time upon 30 days’ written notice. In the event of such termination of this Agreement, Consultant will be paid for any portion of the Services that have been performed prior to the termination of this Agreement.
Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including Consultant’s obligations u
Under the Proprietary Information and Invention Assignment Agreement between the Company and Consultant in substantially the form attached hereto as Exhibit A (the “PIIA”), the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 5 business days after advance written notice by the non-breaching party of the breach or default. Abandonment of contractual obligations will constitute grounds for immediate termination of this Agreement by the other party.
5.Independent Contractor. Consultant’s relationship with the Company (the “Relationship”) will be that of an independent contractor and not that of an employee, associate, joint venture and/or agent. Because Consultant is an independent contractor, Consultant is not entitled to participate in any Company vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on Consultant’s behalf.
6.Method of Provision of Services. Consultant will be solely responsible for determining the method, details and manner and means of performing the Services.
(a)No Authority to Bind Company. Consultant acknowledges and agrees that Consultant has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. Consultant is not an agent of the Company and does not have authority to enter into contracts on Company’s behalf.
(b)Withholding; Indemnification. Consultant will have full responsibility for applicable withholding taxes for all amounts paid to Consultant under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Consultant’s self-employment, sole proprietorship or other form of business organization. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any amount paid to Consultant. Consultant agrees to indemnify, defend, and hold harmless Company and its affiliates, shareholders, successors, officers and directors, employees, attorneys, assigns, subsidiaries, agents, licensors, investors, managers, and other affiliated companies, and their employees, contractors, managing agents, agents, investors, and officers and directors (collectively, the “Company Indemnified Parties”), against any claims, judgments, settlements, losses, and expenses (including reasonable attorneys’ fees, expert and other witness costs and fees, costs, penalties, interest, and disbursements) (“Claims”) brought against any Company Indemnified Parties to the extent those Claims are based upon allegations arising out of, or resulting from (i) the Services performed by Consultant pursuant to this Agreement (including any breach or alleged breach of representations or warranties, or any fraudulent act, negligent act or wilful misconduct by Consultant); (ii) Consultant’s violation of any term of this Agreement, including Consultant’s breach of any of the representations and warranties in this Agreement; (iii) Consultant’s violation of any third party right, including any right of privacy or intellectual property rights; or (iv) Consultant’s violation of any applicable law, rule or regulation; or (v) any other acts or omissions by Consultant. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Consultant to the maximum extent permitted by applicable law. The Consultant shall have no obligation under this clause to the extent a Claim arises out of the fraud, negligence or wilful misconduct of any Company Indemnified Party, the Company’s breach of this Agreement or Consultant’s compliance with the Company’s written instructions or specifications. The Company agrees to indemnify, defend and hold harmless Consultant and its officers, directors, members, managers, employees and agents (collectively, the “Consultant Indemnified Parties”) against any Claims brought by a third party against any Consultant Indemnified Parties to the extent those Claims arise out of or result from (i) the Company’s breach of this Agreement, (ii) the fraud, negligence or wilful misconduct of the Company, (iii) the Company’s violation of any applicable law, rule or regulation or (iv) Consultant’s performance of the Services in accordance with the Company’s written instructions or specifications. A party seeking indemnification under this Section will give the indemnifying party prompt written notice of the Claim, reasonable cooperation at the indemnifying party’s expense and sole control of the defense and settlement of the Claim; provided that the indemnifying party will not settle any Claim in a manner that imposes any liability, obligation or admission of wrongdoing on the indemnified party without that party’s prior written consent
7.Consultant’s Primary Contact. All of the services to be performed by Consultant, including the Services, will be as agreed between Consultant and the Company’s Chief Executive Officer (the “Primary Contact”). Consultant may be asked to provide status information to the Primary Contact from time to time, upon reasonable notice and request by the Company, concerning the Services performed under this Agreement. The Company may change the Primary Contact at any time at its sole discretion by providing notice to the Consultant.
8.Consulting or Other Services for Competitors. Company and Consultant anticipate and agree that Consultant may and in fact will perform services for others, or do other types of work (either as an independent contractor or employee or other), while this Agreement is in effect, including Services for Company’s competitors; provided, however, such engagement must not interfere with the fulfillment of the terms of this Agreement, or require Consultant to violate the terms of this Agreement. Consultant represents and warrants that Consultant holds itself out as performing services similar to those provided to Company for others. This representation is a material term of this Agreement. In no event will any of the Services be performed for the Company at the facilities of a third party or using the resources of a third party unless expressly agreed to by the Company in advance and expressly confirmed in a written addendum to this Agreement.
9.Proprietary Information and Invention Assignment Agreement. Consultant will sign, or has signed, the PIIA, on or before the Effective Date.
10.Representations and Warranties. Consultant represents and warrants that Consultant has the requisite skills and ability to complete the Services pursuant to this agreement in a skilled, professional, and timely manner. Consultant further represents and warrants that Consultant operates Consultant’s own business and has complied with all local, state, and federal laws regarding business permits, licenses, and insurance that may be required to perform the Services to be provided under the terms of this Agreement. Consultant will stay current on any required licensures and permits needed to fulfill Consultant’s obligations under this Agreement. Consultant represents and warrants that Consultant will comply with all laws and regulations applicable to Consultant’s performance of the Services.
11.Export and Sanctions Compliance. Consultant represents, warrants and covenants that Consultant (a) will comply, and will continue to comply during the term of this Agreement, with all applicable laws and regulations, including applicable anti-corruption laws and regulations and U.S. and non-U.S. export control laws and regulations, trade sanctions laws and regulations, and laws and regulations prohibiting corrupt practices and/or bribery (collectively, “Export and Sanctions Laws”) and (b) is not the subject of any embargoes, sanctions, trade controls, or investment restrictions imposed, administered, or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Commerce Department, the U.S. State Department, Executive Orders by the President of the United States, the United Nations Security Council, the United Kingdom, the European Union or any member thereof. Further, neither Consultant nor any of its Assistants will, directly or indirectly, export, distribute, provide, or otherwise transfer any Confidential Information (as defined in the PIIA) or product thereof in violation of Export and Sanctions Laws.
12.Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD-PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES EXCEED THE AMOUNT ACTUALLY PAID BY COMPANY UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD DIRECTLY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM. NEITHER PARTY WILL BRING ANY ACTION AGAINST THE COMPANY, REGARDLESS OF FORM, ARISING OUT OF OR INCIDENTAL TO THIS AGREEMENT, MORE THAN THREE YEARS AFTER THE CAUSE OF ACTION FOR WHICH SUCH CLAIM HAS ACCRUED. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION
WILL NOT APPLY TO (A) A PARTY’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6(b), (C) A BREACH OF THE PIIA OR OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS OR (D) THE COMPANY’S OBLIGATION TO PAY FEES AND APPROVED EXPENSES ACCRUED UNDER THIS AGREEMENT
13.Miscellaneous.
(a)Governing Law; Consent to Personal Jurisdiction. The laws of the state of Florida, without respect to its provisions for conflict of laws, will govern this Agreement. Each party hereby expressly consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida (the “Chosen Courts”) for any lawsuit permitted by this Agreement or arising from or relating to this Agreement or the enforcement or breach thereof, agrees that all claims in respect of any such lawsuit will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except, for clarity, in any proper appeal from a Chosen Court).
(b)Entire Agreement. This Agreement, together with its attachments and exhibits and the PIIA, constitutes the entire agreement and understanding of the parties relating to the subject matter herein, and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(c)Amendments and Waivers. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. Neither party will be deemed to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorised person in the case of the Consultant or the Chief Executive Officer in the case of the Company. No delay or failure to require performance of any provision of this Agreement will constitute a waiver of that provision as to that or any other instance. Any subsequent change or changes in Consultant’s contractual obligations, rights or service fees will not affect the validity or scope of this Agreement.
(d)Successors and Assigns. Consultant will not transfer, assign or delegate any right or duty under this Agreement, by operation of law or otherwise, without the prior written consent of the Company, and any attempted transfer, assignment or delegation without such consent will be void and without effect. The Company may freely transfer, assign, or delegate this Agreement or any rights or duties thereunder, in whole or in part, without the consent of Consultant. This Agreement will be binding on Consultant’s heirs, executors, administrators and other legal representatives, successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.
(e)Notices. Any notice, demand or request required or permitted to be given under this Agreement will be in writing and will be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid. All notices to the Company must be addressed to the Company’s headquarters, care of its Chief Executive Officer. All notices to any other party must be addressed to the most recent address set forth in the Company’s books and records.
(f)Severability. If any provision of this Agreement is deemed to be void or unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of this Agreement will be interpreted as if such provision were so
excluded and (iii) the balance of this Agreement will be enforceable in accordance with its terms to the extent permitted by applicable law. If any court or government agency of competent jurisdiction determines that, notwithstanding the terms of this Agreement specifying that the Relationship is that of an independent contractor, Consultant’s provision of services to the Company is not as an independent contractor but instead as an employee under the applicable laws, then solely to the extent that such determination is applicable, references in this Agreement to the Relationship will be interpreted to include an employment relationship.
(g)Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any. This Agreement will be deemed to be the product of all of the parties hereto, and no ambiguity will be construed in favor of or against any one of the parties hereto. The word “including” means “including without limitation.” The word “or” means “and/or.”
(h)Remedies; Fees. Each party acknowledges and agrees that its violation of this Agreement may cause the other irreparable harm, and therefore each party agrees that the other will be entitled to seek extraordinary relief in court, including temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, each party agrees that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the non-breaching party may have for a breach of this Agreement. Each party will notify the other in writing immediately upon its becoming aware of any such breach or threatened breach. Further, each party hereby waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. If any legal action (including an action for arbitration or injunctive relief) is brought relating to this Agreement or the breach or alleged breach hereof, the prevailing party in any final judgment or arbitration award in any such action will be entitled to receive from the other party the reasonable attorneys’ fees (and all related costs and expenses), and all other costs and expenses paid or incurred by such prevailing party in connection with such action or proceeding and in connection with enforcing any judgment or order with respect to such matter.
(i)Advice of Counsel. CONSULTANT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, CONSULTANT SHOULD CONSULT WITH INDEPENDENT LEGAL COUNSEL, CONSULTANT HAS BEEN INFORMED OF ITS RIGHT TO INDEPENDENT COUNSEL, CONSULTANT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND CONSULTANT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
(j)Counterparts. This Agreement may be executed in any number of counterparts, either manually or electronically, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement. Photographic or facsimile copies of any such signed counterparts may be used in lieu of the original for any purpose. The parties mutually agree to use electronic signature technology to expedite the execution of this Agreement, pursuant to the Electronic Signatures in Global National Commerce Act, the Uniform Electronic Transaction Act, California civil Code Section 1633.7, and/or any other applicable state or local law, and such electronic signatures will be enforceable as if original/handwritten.
[Signature Page Follows]
The parties have executed this Agreement as of the Effective Date.
THE COMPANY:
DEFI DEVELOPMENT CORP
By: /s/ Joseph Onorati
(Signature)
Name: Joseph Onorati
Title: Chief Executive Officer
CONSULTANT:
By: /s/ Parker White
(Signature)
Name: Parker White
EXHIBIT A
DEFI DEVELOPMENT CORP.
PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
This Proprietary Information and Invention Assignment Agreement (this “Agreement”) is made and entered into as of ____________________ and has effect from June, 8 2026 (the “Effective Date”) by and between DeFi Development Corp., a Delaware corporation (the “Company”) and Mempool Exploration, LLC (“Consultant”). In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Services; No Conflicts.
(a)Services. Consultant will render such services as may be required pursuant to Consultant’s independent contractor agreement with the Company entered into on or about the Effective Date (the “Consulting Agreement” and the period of time in which Consultant is engaged by the Company under the Consulting Agreement, the “Relationship”). The services to be rendered by Consultant under the Consulting Agreement are referred to herein as the “Services” and this Agreement supplements and forms an integral part of the Consulting Agreement. In the event of any conflict between provisions of this Agreement and the Consulting Agreement, this Agreement will govern.
(b)No Conflicts. Consultant represents, warrants, and covenants that neither the Relationship, Consultant’s performance of the Services, Consultant’s execution of this Agreement, nor Consultant’s performance of its obligations hereunder breach or will breach any agreement or obligation between Consultant and any previous employer, client or other third party, including any agreement or obligation to keep in confidence proprietary information or materials acquired by Consultant prior to or during the Relationship, that may restrict Consultant’s ability to enter into the Relationship or Consultant’s ability to recruit or engage customers, suppliers or service providers on behalf of the Company, or otherwise relates to or restricts Consultant’s ability to perform its duties for the Company or any obligation Consultant may have to the Company, and any agreement or obligation relating to non-competition, non-solicitation, nondisclosure, invention agreements and/or fiduciary duties. Consultant has attached a complete and accurate list of all such agreements or obligations, if any, on Exhibit A attached hereto.
2.Confidential Information.
(a)Definition. “Confidential Information” means (i) any and all data and information of any type whatsoever directly or indirectly related to the Company’s technology, intellectual property, products, candidates, business, assets, finances, operations or business opportunities or the Services, (ii) all Company Inventions (as defined below) and all associated records, (iii) any business information that may be made known to Consultant in the course of the Relationship, including any such information that the Company has received from others that the Company is obligated to treat as confidential or proprietary including “Personal Information” as such term is defined under the California Privacy Rights Act or any similar applicable law, and any implementing regulations thereunder, and (iv) any and all data and business information created, conceived of, reduced to practice, discovered, developed, generated, accessible, or obtained by or on behalf of Consultant that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic, tangible, intangible or any other form, and whether disclosed, generated or obtained before or after the date on which the Relationship commenced. Confidential Information does not include information that is in or enters the public domain other than through (A) a data security breach or (B) Consultant’s or any third party’s breach of this Agreement or any similar obligations of confidentiality owed to the Company.
(b)Nondisclosure and Nonuse. Consultant will, at all times during the Relationship and thereafter, (i) hold all Confidential Information in strictest confidence, (ii) not use or reproduce any Confidential Information, except to the extent necessary to perform the Services, (iii) not disclose or publish any Confidential Information to any person, firm, institution, corporation or other entity (“Person”) without written authorization of the Board of Directors or the Chief Executive Officer of the Company in each instance, and (iv) not engage in unauthorized use or disclosure of “Personal Information” as such term is defined under the California Privacy Rights Act or any similar applicable law, and any implementing regulations thereunder. Notwithstanding the foregoing, Consultant understands that Consultant is only required to hold in confidence any Confidential Information that is not a trade secret (as defined under applicable law) for the maximum duration permitted by applicable law. Consultant will immediately give notice to the Company of any unauthorized use or disclosure of any Confidential Information. Consultant will assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information. Consultant’s nondisclosure obligations under this Section 2(b) do not apply to the extent that Consultant is required to disclose information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction; provided, however, that Consultant so far as is legally permissible, will provide reasonable advance written notice thereof to the Company, consult with the Company with respect to such disclosure, provide the Company sufficient opportunity to object to any such disclosure or to request confidential treatment thereof (if applicable), and cooperate with the Company in objecting to, narrowing the scope of, or obtaining a protective order or confidential treatment of such information.
(c)Third Party Information. Consultant’s agreements in this Section 2 are intended to be for the benefit of the Company and any third party that has entrusted information or material to the Company in confidence. Consultant further agrees that, during the term of the Relationship and thereafter, Consultant will not use or disclose to the Company any confidential, proprietary information or trade secrets of Consultant’s former or current clients or any other Person, and Consultant agrees not to bring any such information onto the Company’s property or place of business and/or cause such information to be stored in the Company Facilities and Resources (as defined in Section 2(f) below), in each case without the written consent of such client or Person.
(d)Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
(e)DTSA Notification. The misappropriation of trade secrets (a form of intellectual property) is a violation of law, like the theft of any property. In addition to state law remedies, the Defend Trade Secrets Act of 2016 (the “DTSA”) enables a trade secret owner to bring a trade secret misappropriation case in federal court. Notwithstanding any other provision of this Agreement to the contrary, pursuant to the DTSA, Consultant understands that it will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Consultant understands that the DTSA generally permits an individual to disclose trade secrets to the individual’s attorney in the course of pursuing a lawsuit where the individual alleges retaliation for reporting a suspected violation of the law (or uses the trade secret information in such lawsuit, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order). The DTSA does not, however, preclude the trade secret owner from seeking breach of contract remedies. Consultant understands the foregoing is a very
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generalized summary of the immunity provisions of the DTSA intended to satisfy the notification requirements of the DTSA and that Consultant is advised to seek legal counsel before disclosing any trade secrets if it intends to seek immunity under the DTSA.
(f)Security and Access; No Expectation of Privacy. Consultant will (i) comply with all Company security policies and procedures as in force from time to time, including those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, email systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources, and communication technologies (“Company Facilities and Resources”), (ii) not access or use any Company Facilities and Resources except as authorized by the Company, and (iii) not access or use any Company Facilities and Resources in any manner after the termination of the Relationship by the Company, whether termination is voluntary or involuntary. Consultant will notify the Company promptly in the event Consultant or any of its personnel learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering with any Company Facilities and Resources or other Company property or materials by others. Consultant further acknowledges and agrees that (A) Consultant has no expectation of privacy with respect to the Company Facilities and Resources and that Consultant’s activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice, and (B) the Company Facilities and Resources and any physical property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, are subject to inspection by Company personnel at any time with or without notice.
3.Inventions.
(a)Definitions.
(i)“Company Inventions” means any and all (A) deliverables provided to the Company by Consultant during the Relationship and (B) Inventions derived by Consultant (1) for the Company, (2) during the course of, or as a result of, performance of the Services or from use of the Company Property, or (3) during the term of the Relationship that relate in any manner to any of the Company’s actual or proposed businesses, products, services, research, or development.
(ii)“Company Property” means any and all property and resources of the Company, including Company Facilities and Resources, the Company’s products, and the Confidential Information.
(iii)“Consultant IP” means any and all Inventions that (A) Consultant or any of its personnel own or control or in which Consultant or any of its personnel have or may have an interest on or after the Effective Date and (B) are not Company Inventions.
(iv)“Derived” or “derived” means acquired, obtained, conceived, reduced to practice, developed, created, synthesized, designed, derived or resulting from, based upon or otherwise generated (whether directly or indirectly, or solely or jointly with others, or in whole or in part).
(v)“Intellectual Property Rights” means any and all patent rights, copyrights, Moral Rights (as defined below), rights in trademarks, rights in domain names, trade secret and know-how rights, and any other form of intellectual property rights recognized in any jurisdiction throughout the world, including any applications and registrations for any of the foregoing and the right to claim priority thereto anywhere in the world.
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(vi)“Inventions” means any and all discoveries, inventions (whether or not protectable under patent laws), developments, processes, techniques, formulas, improvements, works of authorship, software, devices, systems, information or data, know-how, ideas, mask works, trade secrets, trademarks, service marks, trade names, trade dress or other technology, works, materials, items, intellectual property or results.
(vii)“Moral Rights” means any and all rights to claim authorship to or to object to any distortion, mutilation or other modification or other derogatory action in relation to a work, whether or not such action would be prejudicial to the author’s reputation, and any similar rights, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
(b)Ownership. Consultant hereby irrevocably assigns, conveys and transfers to the Company, or its designee, all right, title and interest in and to the Company Inventions and all associated records, together with all Intellectual Property Rights embodied therein or related thereto, with the right to bring actions and recover damages for any past, present, or future infringement, misappropriation, or violation of such Intellectual Property Rights.
(c)Non-Assignable Rights. To the extent Consultant cannot or does not assign any of the rights, title and interest (including Intellectual Property Rights) in and to the Company Inventions to the Company, or if the Company Inventions are not owned by the Company on or after the Effective Date, then Consultant hereby grants to the Company, for no further consideration, an exclusive (even with respect to Consultant), unrestricted, royalty-free, worldwide, perpetual, transferable, irrevocable license (with the right to grant sublicenses through multiple tiers) to make, have made, use, offer for sale, sell, import, reproduce, create derivative works based upon, publicly distribute, publicly perform, publicly display, and otherwise exploit the Company Inventions. Further, to the extent Consultant cannot or does not assign or license any of the rights, title and interest (including Intellectual Property Rights) in and to the Company Inventions to the Company (whether on or after the Effective Date), Consultant irrevocably waives, and agrees not to assert against the Company (including any successor in interest), its affiliates, and its and their respective officers, directors, employees, agents, suppliers, vendors, customers and (sub)licensees, to the fullest extent permissible pursuant to applicable laws, such non-licensable rights, title and interest and consent to any action of the Company (or any Person authorized by the Company) that would violate such non-licensable rights, title and interest.
(d)Waiver of Moral Rights. Without limiting Section 3(c) above, Consultant irrevocably waives, and agrees not to assert against the Company (including any successor in interest), its affiliates, and its and their respective officers, directors, employees, agents, suppliers, vendors, customers and (sub)licensees, to the fullest extent permissible pursuant to applicable laws, any and all Moral Rights in and to the Company Inventions.
(e)Consultant IP. Consultant acknowledges and agrees that if, during the term of the Relationship, Consultant or its personnel use any Consultant IP, or Consultant or its personnel include any Consultant IP in any product or service of the Company, or Consultant’s rights in any Consultant IP may block or interfere with, or may otherwise be required or reasonably necessary or useful for, the exercise or exploitation by the Company of any rights in the Company Inventions or other rights assigned to the Company under this Agreement, then Consultant will promptly so inform the Company in writing. Whether or not Consultant gives such notice, Consultant hereby grants to the Company, for no further consideration, an unrestricted, royalty-free, worldwide, perpetual, irrevocable license (with the right to grant sublicenses through
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multiple tiers) to make, have made, use, offer for sale, sell, import, reproduce, create derivative works based upon, publicly distribute, publicly perform, publicly display, and otherwise exploit all such Consultant IP.
(f)Maintenance of Records. Consultant will keep and maintain adequate and current written records of all Company Inventions, which will be and remain the property of the Company, and will not remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. Consultant will promptly furnish, describe, and disclose to the Company all Company Inventions.
(g)Further Assurances. For no additional consideration, Consultant will execute all papers (including assignments) and do all things required, in the Company’s sole discretion, in order to evidence, perfect, obtain, protect, defend, convey and enforce the rights of the Company in the Company Inventions (including all Intellectual Property Rights embodied therein or related thereto). Consultant irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to execute documents or take any lawfully permitted action to evidence, perfect, obtain, protect, defend, convey and enforce the rights of the Company in the Company Inventions (including all Intellectual Property Rights embodied therein or related thereto) that Consultant is unable or unwilling to perform, all with the same legal force and effect as if Consultant executed such document. The foregoing is deemed a power coupled with an interest and is irrevocable.
(h)No Challenges. Consultant will not challenge, or perform any actions that would affect, the validity or enforceability of the Company Inventions or the Intellectual Property Rights associated therewith, or the ownership by the Company (or its designee(s)) of the Company Inventions or the Intellectual Property Rights associated therewith.
4.Company Property; Returning Company Documents; Termination Certification. Any property situated on the Company’s premises and owned by the Company or to which the Company otherwise has rights, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. At the time of termination of the Relationship or within five (5) days of the Company’s request, Consultant will (a) deliver to the Company (and will not keep in Consultant’s possession, recreate or deliver to anyone else) (i) any and all Company Inventions and (ii) any and all Company-provided equipment, including, computers, laptops, iPads, tablets, cell phones, e-mails, cloud-based storage, encryption keys, tokens, passwords, account information, and other electronic storage devices and (b) return or destroy, at the Company’s election, any and all Confidential Information in Consultant’s possession and any and all materials containing or summarizing any Confidential Information or Company Inventions in Consultant’s possession (including such materials contained on Consultant’s personal computers, laptops, iPads, tablets, cell phones, e-mail, cloud-based storage, encryption keys, tokens, passwords, account information, or other electronic storage devices). In the event of the termination of the Relationship for any reason, Consultant will sign and deliver the Termination Certification attached hereto as Exhibit B; provided, however, Consultant’s failure to sign and deliver the Termination Certification will in no way diminish Consultant’s continuing obligations under this Agreement.
5.No Change to Duration of Relationship. This Agreement does not alter, amend or expand upon any rights Consultant may have under any existing agreements between the Company and Consultant, including the Consulting Agreement, or under applicable law.
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6.Representations and Covenants.
(a)Facilitation of Agreement. Consultant will execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to do so.
(b)Voluntary Execution. Consultant acknowledges and agrees that Consultant has carefully read all of the provisions of this Agreement, that Consultant understands and has voluntarily accepted such provisions, and that Consultant will fully and faithfully comply with such provisions.
7.Electronic Delivery. Nothing herein is intended to imply a right to join or participate in any of the Company’s equity incentive plans during the Relationship; provided, however, if Consultant does participate in such plans, the Company may, in its sole discretion, decide to deliver any documents related to Consultant’s participation in the Company’s equity incentive plans by electronic means or to request Consultant’s consent to participate in such plans by electronic means. Consultant hereby consents to receive such documents by electronic delivery and agrees, if applicable, to participate in such plans through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
8.Miscellaneous.
(a)Governing Law; Consent to Personal Jurisdiction. The laws of the state of Florida, without respect to its provisions for conflict of laws, will govern this Agreement. Each party hereby expressly consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida (the “Chosen Courts”) for any lawsuit permitted by this Agreement or arising from or relating to this Agreement or the enforcement or breach thereof, agrees that all claims in respect of any such lawsuit will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except, for clarity, in any proper appeal from a Chosen Court).
(b)Entire Agreement. This Agreement, together with its attachments and exhibits and the Consulting Agreement, constitutes the entire agreement and understanding of the parties relating to the subject matter herein, and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(c)Amendments and Waivers. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. Neither party shall be deemed to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by the an authorised person in the case of the Consultant or the Chief Executive Officer of the Company in case the case of the Company. No delay or failure to require performance of any provision of this Agreement will constitute a waiver of that provision as to that or any other instance. Any subsequent change or changes in Consultant’s contractual obligations, rights or service fees will not affect the validity or scope of this Agreement.
(d)Successors and Assigns. Consultant will not transfer, assign or delegate any right or duty under this Agreement, by operation of law or otherwise, without the prior written consent of the Company, and any attempted transfer, assignment or delegation without such consent will be void and without effect. The Company may freely transfer, assign, or delegate this Agreement or any rights or duties thereunder, in whole or in part, without the consent of Consultant. This Agreement will be binding upon Consultant’s heirs, executors, administrators and other legal representatives, successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.
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(e)Notices. Any notice, demand or request required or permitted to be given under this Agreement will be in writing and will be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid. All notices to the Company must be addressed to the Company’s headquarters, care of its Chief Executive Officer. All notices to any other party must be addressed to the most recent address set forth in the Company’s books and records.
(f)Severability. If any provision of this Agreement is deemed to be void or unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of this Agreement will be interpreted as if such provision were so excluded and (iii) the balance of this Agreement will be enforceable in accordance with its terms to the extent permitted by applicable law. If any court or government agency of competent jurisdiction determines that, notwithstanding the terms of the Consulting Agreement specifying Consultant’s Relationship with the Company as that of an independent contractor, Consultant’s provision of services to the Company is not as an independent contractor but instead as an employee under the applicable laws, then solely to the extent that such determination is applicable, references in this Agreement to the Relationship between Consultant and the Company will be interpreted to include an employment relationship.
(g)Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any. This Agreement will be deemed to be the product of all of the parties hereto, and no ambiguity will be construed in favor of or against any one of the parties hereto. The word “including” means “including without limitation.” The word “or” means “and/or.”
(h)Remedies; Fees. Each party acknowledges and agrees that its violation of this Agreement may cause the other irreparable harm, and therefore it agrees that the other will be entitled to seek extraordinary relief in court, including temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, each party agrees that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement. Each party will notify the other in writing immediately upon its becoming aware of any such breach or threatened breach. Further, each party hereby waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. If any legal action (including an action for arbitration or injunctive relief) is brought relating to this Agreement or the breach or alleged breach hereof, the prevailing party in any final judgment or arbitration award in any such action will be entitled to receive from the other party the reasonable attorneys’ fees (and all related costs and expenses), and all other costs and expenses paid or incurred by such prevailing party in connection with such action or proceeding and in connection with enforcing any judgment or order with respect to such matter.
(i)Advice of Counsel. CONSULTANT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, CONSULTANT SHOULD CONSULT WITH INDEPENDENT LEGAL COUNSEL, CONSULTANT HAS BEEN INFORMED OF ITS RIGHT TO INDEPENDENT COUNSEL, CONSULTANT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND CONSULTANT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
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(j)Counterparts. This Agreement may be executed in any number of counterparts, either manually or electronically, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement. Photographic or facsimile copies of any such signed counterparts may be used in lieu of the original for any purpose. The parties mutually agree to use electronic signature technology to expedite the execution of this Agreement, pursuant to the Electronic Signatures in Global National Commerce Act, the Uniform Electronic Transaction Act, California civil Code Section 1633.7, and/or any other applicable state or local law, and such electronic signatures will be enforceable as if original/handwritten.
[Signature page follows]
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The parties have entered into this Agreement as of the Effective Date.
THE COMPANY
DEFI DEVELOPMENT CORP.
By:
(Signature)
Name: Joseph Onorati
Title: Chief Executive Officer
CONSULTANT:
By:
(Signature)
Name: Parker White
EXHIBIT A
LIST OF CONFLICTING AGREEMENTS OR OBLIGATIONS
The following is a list of all agreements or obligations, if any, with a current or former client, employer, or any other Person, that may restrict Consultant’s ability to enter into the Relationship with the Company or Consultant’s ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict Consultant’s ability to perform the Services for the Company or any obligation Consultant may have to the Company:
Title | Date | Identifying Number or Brief Description | ||||||
Except as indicated above on this exhibit, Consultant has no conflicting agreements or obligations to disclose pursuant to this Agreement.
___ Additional sheets attached
Signature of Consultant:
Print Name of Consultant:
Date:
EXHIBIT B
TERMINATION CERTIFICATION
This Termination Certification certifies that Consultant does not have in Consultant’s possession, nor has Consultant failed to (a) return to the Company (as defined below) or destroy any Confidential Information (as defined in the Agreement (as defined below)), (b) furnish to the Company all Company Inventions, or (c) return to the Company any and all other works of authorship, domain names, original registration certificates, photographs, negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items, including such items contained on Consultant’s personal computers, laptops, iPads, tablets, cell phones, e-mail, cloud-based storage, or other electronic storage devices, belonging to DeFi Development Corp., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”).
Consultant further agrees that (i) Consultant has read, understands and has complied with all the terms of the Company’s Proprietary Information and Invention Assignment Agreement signed by Consultant (the “Agreement”), including the reporting of any Consultant IP and Company Inventions (each as defined therein), and (ii) Consultant acknowledges and will comply with Consultant’s continuing obligations under the Agreement.
Consultant further agrees that, in compliance with the Proprietary Information and Invention Assignment Agreement, Consultant will preserve as confidential all trade secrets and Confidential Information in accordance with the Agreement and applicable law.
Consultant further agrees that for twelve (12) months from the date of this Termination Certification, Consultant will not either directly or indirectly use Confidential Information or Company trade secrets to solicit (including by recruiting or otherwise making efforts to hire) any employee of the Company to leave the Company; provided that general advertisements and other solicitations not specifically directed at employees of the Company, and the hiring of any person who responds to such a general solicitation will not violate this paragraph.
Consultant acknowledges that the Company has valuable trade secrets (as defined by applicable law from time to time) to which Consultant has had access. Consultant understands that the Company intends to vigorously pursue its rights under applicable trade secrets law as the circumstances warrant.
[Signature page follows]
2
Date: CONSULTANT:
(Print Consultant’s Name)
(Signature)
Email:
Email:
3
Exhibit 31.1
CERTIFICATION
I, Joseph Onorati, certify that:
1. I have reviewed this quarterly report on Form 10-Q of DeFi Development Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| By: | /s/Joseph Onorati | ||||
| Name: | Joseph Onorati | ||||
| Title: | Chief Executive Officer | ||||
| (Principal Executive Officer) | |||||
| Date: | August 13, 2026 | ||||
Exhibit 31.2
CERTIFICATION
I, Fei (John) Han, certify that:
1. I have reviewed this quarterly report on Form 10-Q of DeFi Development Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| By: | /s/Fei (John) Han | ||||
| Name: | Fei (John) Han | ||||
| Title: | Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) | |||||
| Date: | August 13, 2026 | ||||
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Joseph Onorati, the Chief Executive Officer, President and Chairman of the Board of Directors of DeFi Development Corp. (the “Company”), hereby certifies that, to the best of his knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.
| By: | /s/Joseph Onorati | ||||
| Name: | Joseph Onorati | ||||
| Title: | Chief Executive Officer, President, and Chairman of the Board of Directors | ||||
| (Principal Executive Officer) | |||||
| Date: | August 13, 2026 | ||||
A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to DeFi Development Corp. and will be retained by DeFi Development Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Fei (John) Han, the Chief Financial Officer of DeFi Development Corp. (the “Company”), hereby certifies that, to the best of his knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, to which this Certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.
| By: | /s/Fei (John) Han | ||||
| Name: | Fei (John) Han | ||||
| Title: | Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) | |||||
| Date: | August 13, 2026 | ||||
A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to DeFi Development Corp. and will be retained by DeFi Development Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.