DeFi Development Corp S-1, filed Oct 28, 2025

DeFi Development Corp. (DFDV)

S-1 2025-10-28

View Original

Added on October 15, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		7389		83-2676794
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		iii
TRADEMARKS		iii
PROSPECTUS SUMMARY		1
THE OFFERING		7
RISK FACTORS		12
BUSINESS		23
USE OF PROCEEDS		28
DESCRIPTION OF THE WARRANTS		29
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		37
DIRECTORS AND EXECUTIVE OFFICERS		40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		44
PLAN OF DISTRIBUTION		48
LEGAL MATTERS		48
EXPERTS		48
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		49
WHERE YOU CAN FIND MORE INFORMATION		49
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		50

Issuer		DeFi Development Corp.

The Warrant Distribution		Our Board of Directors declared a distribution of transferable Warrants at no charge to all of our stockholders. We are distributing on October 27, 2025 (the “Distribution Date”), one (1) Warrant for every ten (10) shares of our Common Stock (equaling approximately 0.10 of a Warrant per share of Common Stock), rounded down to the nearest whole number. Each Warrant will entitle the holder thereof (the “Holder”) to purchase, at the Holder’s sole and exclusive election, at the Exercise Price (defined below), one (1) share of Common Stock as set forth in “Warrant Shares” below and subject to certain adjustments described in the “Anti-Dilution Adjustments” below. Other eligible recipients include: - Holders of our 5.50% Convertible Senior Notes due 2030 (“144A Notes”) as of the record date (“144A Noteholders”), will also receive Warrants without having to convert such 144A Noteholder’s 144A Notes as if such 144A Noteholder held a number of shares of Common Stock equal to the product of (i) the conversion rate applicable to the 144A Notes in effect on the Record Date, and (ii) the aggregate principal amount (expressed in thousands) of 144A Notes held by such 144A Noteholder on such date, rounded down to the nearest whole number. - Holders of the Company’s 2.5% Convertible Notes due 2030 (“PIPE Notes”) as of the Record Date (“PIPE Noteholders”) will also receive Warrants without having to convert such PIPE Noteholder’s PIPE Notes as if such PIPE Noteholder held a number of shares of Common Stock equal to the product of (i) the conversion rate applicable to the PIPE Notes in effect on the Record Date, and (ii) the aggregate principal amount (expressed in thousands) of PIPE Notes held by such PIPE Noteholder on such date, rounded down to the nearest whole number. - Holders of the Pre-Funded Warrants, as of the Record Date, will also receive one Warrant for each ten shares of Common Stock underlying their Pre-Funded Warrants, rounded down to the nearest whole number. We expect to issue a total of 3,898,856 Warrants (which represent the right to purchase up to 3,898,856 shares of Common Stock, assuming that no Warrants or shares of Common Stock are rounded down). Our officers, directors, employees, affiliates and advisors and their respective affiliates who are also stockholders or other eligible recipients will receive Warrants similar to all other stockholders and other eligible recipients. Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion, subject to applicable law.

No Fractional Warrants		The Warrant Agent (defined below) will not be required to effect any transaction that would result in the issuance of a fraction of a Warrant. If any fractional Warrant would otherwise be required to be issued or distributed, we will round down the total number of Warrants to be issued to the relevant Holder to the nearest whole number. As a result, stockholders who own fewer than ten (10) shares (or combined multiples thereof) will not be entitled to any Warrants as a result of holding such shares. For example, stockholders who own 320 or 327 shares of Common Stock would receive 32 warrants.

Record Date		5:00 p.m., New York City time, October 23, 2025

Shares of Common Stock Outstanding as of the Record Date:		As of the Record Date, 30,123,949 shares of our Common Stock were issued and outstanding.

Shares of Common Stock Outstanding Assuming Complete Exercise of the Warrants:⁽¹⁾		We will not issue any shares of Common Stock directly in the Warrant Distribution. Based on the number of shares of Common Stock outstanding as of the Record Date, if all 3,898,856 Warrants issued in the Warrant Distribution were exercised, we would have 34,022,805 shares of Common Stock outstanding (in each case, assuming no Warrants or shares of Common Stock are rounded down).

Warrant Shares		Each Warrant will be exercisable for one (1) share of our Common Stock, subject to certain adjustments described in “Warrant Exercise Rate Adjustments” below. Such number of shares of Common Stock, as it may be adjusted, is referred to as the “Warrant Exercise Rate.”

No Fractional Shares		The Company will not issue fractional shares of Common Stock, or pay cash in lieu thereof, upon the exercise of the Warrants. If a stockholder would be entitled to receive a fractional number of shares of Common Stock upon exercise of the Warrants, we will round down the total number of shares of Common Stock to be issued to such stockholder to the nearest whole number. The Company’s calculation shall be determinative.

Exercise Price:		$22.50 per Warrant (the “Exercise Price”). The Exercise Price must be paid in cash..

Issuance of Common Stock Upon Exercise of Warrants:		If you are a holder of record of our Common Stock and you exercise your Warrants to purchase Common Stock, our transfer agent will issue a direct registration account statement representing those shares to you as soon as practicable after the exercise of the Warrants. If your shares are held through a broker, dealer, custodian bank or other nominee and you exercise your Warrants, your account at your nominee will be credited with those shares as soon as practicable following the exercise of your Warrants.

Optional Redemption		Subject to applicable laws and regulations, the Warrants may be exercised only during the period commencing on the date of the effectiveness of the registration statement of which this prospectus is a part until 5:00 p.m. New York City time on the Expiration Date (defined below). Any otherwise valid exercise of Warrant submitted after the applicable deadline for exercise may, in the sole and absolute discretion of the Company, be accepted and honored. The Company’s decision with respect to any such exercise shall be determinative..

Expiration Date:		Unless the Early Expiration Price Condition (defined below) is met, the Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on January 21, 2028 (the “Expiration Date”). As summarized in “Early Expiration Price Condition and Date” below, the Expiration Date is subject to automatic acceleration upon satisfaction of the Early Expiration Price Condition.

Form, Transfer and Exchange:		Indirect “street name” holders of Warrants should contact their broker, bank or other intermediary for information on how to transfer or exercise Warrants. The deadlines of such intermediaries or of the DTC may be earlier than the stated deadlines set forth in the Warrant Agreement and described in this prospectus. Record holders of Warrants should contact the Warrant Agent for information on how to transfer or exercise Warrants. The deadlines established by the Warrant Agent may also be earlier than the stated deadlines set forth in the Warrant Agreement and described in this prospectus.

Warrant Exercise Rate Adjustments:		The Warrant Exercise Rate is subject to certain adjustments for events including: (i) stock dividends, splits, subdivisions, reclassifications and combinations; (ii) other distributions and spinoffs; and (iii) shareholder rights plans, and may be amended by the Company. The Early Expiration Trigger Price is subject to proportional adjustment when the Warrant Exercise Rate is adjusted or amended or the Exercise Price is amended.

Use of Proceeds:		Assuming that all Warrants distributed are fully exercised for cash, we would receive proceeds of approximately $87.7 million in the aggregate, before deducting estimated offering expenses. We intend to use the proceeds of any Warrant exercises for general corporate purposes, including the acquisition of SOL and for working capital.

Absence of a Public Market:		The Warrants are new securities and there is no established trading market for the Warrants. Accordingly, there can be no assurances as to the development or liquidity of any market for the Warrants. The Warrants will be listed for trading on Nasdaq under the ticker DFDVW. There can be no assurance that any such market will be available for trading of the Warrants.

Listing of Shares of Common Stock:		Shares of our Common Stock trade on Nasdaq under the symbol DFDV.

Maintenance of Registration Statement:		We will use our commercially reasonable efforts to keep a registration statement effective, subject to certain exceptions, covering the issuance of the Common Stock issuable upon the exercise of the Warrants. If the registration statement ceases to be effective for any reason at the time of exercise of any Warrants, the right to exercise Warrants shall be automatically suspended until such registration statement becomes effective (any such period, an “Exercise Suspension Period”). The Company shall provide notice by press release, with a copy to the Warrant Agent, of any Exercise Suspension Period. No Early Expiration Price Condition Date, and no calculation of the VWAP for purposes of determining the Early Expiration Price Condition Date, shall occur during any Exercise Suspension Period. If the Expiration Date would otherwise fall in an Exercise Suspension Period, notwithstanding anything to the contrary in the Warrant Agreement, the Expiration Date shall be extended by the number of days included in such Exercise Suspension Period.

Rights as a Stockholder:		Holders of Warrants do not have any rights as a stockholder with respect to the shares of Common Stock issuable upon exercise of the Warrants prior to the time such Warrants are validly exercised, and the Exercise Price is paid.

Settlement:		Shares of Common Stock issuable upon exercise of Warrants are expected to be delivered to the applicable Holder as soon as commercially practicable after the applicable Exercise Date (as defined in the Warrant Agreement). Holders may not receive the shares within the typical one or two business day settlement after exercise of their Warrants. The Company reserves the right to change the settlement mechanics, and timing of settlement, as needed.

Governing Law:		The Warrants and the Warrant Agreement under which they are issued are governed by the laws of the State of New York.

Warrant Agent:		Colonial Stock Transfer, Inc.

Risk Factors:		You should carefully read the section entitled “Risk Factors” on page 12 of this prospectus.

U.S. Federal Income Tax Consequences:		You should carefully read the section entitled “Material U.S. Federal Income Tax Consequences” on page 37 of this prospectus, and consult your tax advisors on tax treatment of the Warrants.

Relevant Date		Calendar Date or Method of Determination of Date
Record Date for holders of Common Stock to Receive Warrant Distribution:		October 23, 2025

Issuance Date of Warrant Distribution:		October 27, 2025

Expiration Date:		January 21, 2028, unless the Early Expiration Price Condition is met.

		If the Early Expiration Price Condition is met, then the Expiration Date will be the Business Day immediately following the Early Expiration Price Condition Date, unless the Company sets an Alternate Expiration Date.

Early Expiration Price Condition Date:		The last day of the first 30 consecutive Trading Day period that includes 20 Qualifying Trading Days (whether or not consecutive) the first of which 20 Qualifying Trading Days must fall on or after the first Trading Day immediately following the Issue Date.

Deadline for Exercise if the Warrants Expire:		5:00 p.m. New York City time on the Expiration Date, as adjusted pursuant to the Early Expiration Price Condition.

Dates Warrants can be Exercised:		During the period commencing on the date of the effectiveness of the registration statement of which this prospectus is a part until 5:00 p.m. New York City time on the Expiration Date, as adjusted pursuant to the Early Expiration Price Condition.

Date of Payment of Exercise Price for Valid Exercise of Warrants:		The Exercise Price for the Warrants must be paid prior to 5:00 p.m. New York City time on the applicable Exercise Date.

Settlement Date for exercises of Warrants:		As soon as commercially practicable following the applicable Exercise Date.

WER1 =	the Warrant Exercise Rate in effect at the open of business on the Ex-Date for such dividend or distribution, or at the open of business on the effective date of such subdivision, combination, consolidation or reclassification, as applicable;

WER0 =	the Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution, or immediately prior to open of business on the effective date of such subdivision, combination, consolidation or reclassification, as applicable;

OS1 =	the number of shares of Common Stock outstanding immediately after, and solely as a result of giving effect to, such dividend, distribution, subdivision, combination, consolidation or reclassification, as applicable;

OS0 =	the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Date for such dividend or distribution or immediately prior to the open of business on the effective date of such subdivision, combination, consolidation or reclassification, as applicable (before giving effect to any such dividend, distribution, or subdivision, consolidation, combination or reclassification, as applicable).

Name	Age	Position
Joseph Onorati	42	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Fei (John) Han	38	Chief Financial Officer (CFO) (Principal Financial Officer/Principal Accounting Officer)
Parker White	31	Chief Operating Officer and Chief Investment Officer
Blake Janover	42	Chief Commercial Officer and Director
Daniel Kang	33	Chief Strategy Officer
William Caragol	58	Independent Director
Zachary Tai	37	Independent Director
Thomas Perfumo	33	Independent Director

	Option awards								Stock awards
Name	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)		Market value of shares or units that have not vested		Equity incentive plan awards: Number of shares or units of stock that have not vested (#)		Award expiration date
Joseph Onorati – CEO (PEO)		301,980		—		—	$	3.91		04/09/35		—	$	—		—		—
Fei (John) Han – CFO (PFO)		180,985		—		—	$	3.91		04/09/35		—	$	—		—		—
Parker White – COO, CIO		191,989		—		—	$	3.91		04/09/35		—	$	—		—		—
Blake Janover – CCO		—		—		—	$	—		—		70,000	$	273,700		70,000		1/1/2029
William Caragol		175,000					$	2.67		2/10/35 & 7/24/35		21,875	$	85,531		21,875		1/1/2029
Zachary Tai		—		—		—	$	—		—		7,000	$	27,370		7,000		1/1/2029
Thomas Perfumo												7,000	$	101,150		7,000		1/1/2029

Name	Title	Equity Award		Exercise Price
Joseph Onorati	Chief Executive Officer and Chairman		301,980 options	$	3.91
Fei (John) Han	Chief Financial Officer		180,985 options	$	3.91
Parker White	Chief Operating Officer and Chief Investment Officer		191,989 options	$	3.91
Blake Janover	Chief Commercial Officer and Director		70,000 RSUs	$	—
Marco Santori	Former Director		70,000 RSUs	$	—
William Caragol	Director		21,875 RSUs	$	—
Zachary Tai	Director		9,500 RSUs	$	—
Bruce Rosenbloom	Employee		35,000 options	$	3.91

	Common Stock					Series A Preferred Stock					Voting
Name of Beneficial Owner	Shares		%⁽¹⁾			Shares		%⁽²⁾			Power
Officers and Directors
Joseph Onorati, Chairman and Chief Executive Officer⁽³⁾		2,216,137		7.36	%		4,500		45.00	%		36.29	%
Fei (John) Han, Chief Financial Officer⁽⁴⁾		—			*%		1,000		10.00	%		7.68	%
Parker White, Chief Operating Officer and Chief Investment Officer⁽⁵⁾		3,489,171		11.58	%		4,500		45.00	%		37.26	%
Blake Janover, Chief Commercial Officer and Director⁽⁶⁾		8,281			*%		—		—			—
William Caragol, Director⁽⁷⁾		30,625			*%		—		—			—
Zachary Tai, Director⁽⁸⁾		2,500			*%		—		—			—
Thomas Perfumo, Director⁽⁹⁾		—			*%		—		—			—
All executive officers and directors (8 persons)		5,796,613		19.24	%		10,000		100.00	%		81.30	%

5% or more Shareholders
Defi Dev LLC⁽¹⁰⁾		2,884,287		9.57	%		5,500		55.00	%		44.48	%
3277447 Nova Scotia Ltd. ⁽¹¹⁾		2,216,137		7.36	%		4,500		45.00	%		36.29	%
Maven11 Blockchain Venture Fund 2 LP⁽¹²⁾		1,752,069		5.82	%		—		—			5.82	%

(9)	Does not include 7,000 shares of Common Stock issuable upon the vesting of RSUs granted to Mr. Perfumo under the 2023 Plan on October 21, 2025. The RSU grant will vest quarterly, over a period of one year.

(10)	As of April 4, 2025, based on information provided in a Schedule 13D filed April 8, 2025. DeFi Dev LLC listed its address as 1530 P B Ln W5205, Wichita Falls, TX 76302. DeFi Dev is a manager-managed limited liability company, with Parker White serving as manager.

SEC registration fee	$	7,490
FINRA filing fee	$	—
Legal fees and expenses	$	75,000
Printing fees and expenses	$	3,000
Accounting fees and expenses	$	15,000
Transfer agent fees and expenses	$	1,500
Miscellaneous fees and expenses	$	—
Total	$	101,990

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of DeFi Development Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
3.2		Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 23, 2025).
3.3		Series A Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
3.4		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 23, 2025).
3.5		Certificate of Amendment, effective June 8, 2023, to Amended and Restated Certificate of Incorporation for 1-for-6.82 Reverse Stock Split (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
3.6		Certificate of Amendment, effective May 20, 2025 to the Amended and Restated Certificate of Incorporation of DeFi Development Corp. for the 7-to-1 Forward Stock Split ((incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2025).
4.1		Representatives’ Warrants issued to Spartan Capital Securities, LLC, dated July 27, 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 28, 2023).
4.2		Representatives’ Warrants issued to R.F. Lafferty & Co., Inc., dated July 27, 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 28, 2023).
4.3		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
4.4		Form of Convertible Note issued to Investors on April 6, 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 7, 2025).
4.5		Form of Common Stock Purchase Warrant issued to Investors on April 6, 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 7, 2025).
4.6		Form of Common Stock Purchase Warrant issued to Investors on April 6, 2025 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 7, 2025).
4.7		Form of Pre-Funded Warrant issued to Investors (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 2, 2025).
4.8		Indenture, dated as of July 7, 2025, by and between DeFi Development Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025).
4.9		Form of note representing the 5.50% Convertible Senior Note due 2030 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025).
4.10		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
4.11*		Warrant Agreement (including Form of Warrant), dated October 27, 2025, between the Company and Colonial Stock Transfer Company, Inc., as warrant agent.
5.1*		Opinion of Perkins Coie LLP.
10.1		DeFi Development Corp (formerly Janover Inc.) 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2025).
10.2		DeFi Development Corp Restricted Stock Unit Agreement. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2025).
10.3		Form of Indemnification Agreement between the registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.4		Director Agreement, dated October 11, 2022, between Janover Inc. and William Caragol (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).

10.5		Director Agreement, dated October 11, 2022, between Janover Inc. and Samuel Haskell (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.6		Director Agreement, dated October 11, 2022, between Janover Inc. and Marcelo Lemos (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.7		Director Agreement, dated October 11, 2022, between Janover Inc. and Ned L. Siegel (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.8		Advisory Board Agreement, dated November 10, 2021, between Janover Inc. and Marcelo Lemos (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.9		Advisory Board Agreement, dated November 10, 2021, between Janover Inc. and Samuel Haskell (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.10		Executive Employment Agreement, dated October 10, 2022, between Janover Inc. and Blake Janover (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267907), filed with the SEC on July 14, 2023).
10.11		Executive Employment Agreement, dated May 30, 2025, between DeFi Development Corp. and Bruce S. Rosenbloom (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 5, 2025).
10.12		Asset Purchase Agreement, dated as of November 17, 2023, by and among the Company, Groundbreaker Tech Inc., Groundbreaker Technologies Inc., and Jake Marmulstein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2023).
10.13		Intellectual Property Assignment Agreement, dated as of November 17, 2023, by and between Groundbreaker Technologies Inc., and Groundbreaker Tech Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2023).
10.14		Assignment and Assumption Agreement, dated as of November 17, 2023, by and between Groundbreaker Technologies Inc., and Groundbreaker Tech Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2023).
10.15		Form of Securities Purchase Agreement, dated April 4, 2025, by and between the Company and the Investors. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 7, 2025).
10.16		Executive Employment Agreement, effective as of April 15, 2025, by and between the Company and Joseph Onorati (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 15, 2025).
10.17		Executive Employment Agreement, effective as of April 15, 2025, by and between the Company and Parker White (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 15, 2025).
10.18		Asset Purchase Agreement, dated as of May 1, 2025, by and among the Company, Solsync Solutions Partnership, and Parker White. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 5, 2025).
10.19		Intellectual Property Assignment Agreement, dated as of May 1, 2025, by and among the Company, and Solsync Solutions Partnership. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 5, 2025).
10.20		Assignment and Assumption Agreement, dated as of May 1, 2025, by and among the Company, and Solsync Solutions Partnership. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 5, 2025).
10.21		Securities Purchase Agreement, dated May 1, 2025, by and among the Company and the Investors(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 2, 2025).
10.22		Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 2, 2025).
10.23		Employment Agreement, effective as of May 30, 2025, by and between the Company and Bruce Rosenbloom (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 5, 2025).

10.24		Share Purchase Agreement, dated as of June 11, 2025, by and among DeFi Development Corp., RK Capital Management LLC, North Commerce Parkway Capital LP and TQ Master Fund LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 12, 2025).
10.25		Registration Rights Agreement, dated as of June 11, 2025, by and among DeFi Development Corp., RK Capital Management LLC, North Commerce Parkway Capital LP and TQ Master Fund LP (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 12, 2025).
10.26		Form of Prepaid Forward Stock Purchase Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025).
10.27		Master Loan Agreement, dated July 25, 2025, between DeFi Development Corp. and BitGo Hong Kong Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.28		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.29		Placement Agency Agreement, dated as of August 24, 2025, between the Company and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
16.1		Letter from dbbmckennon addressed to the Securities and Exchange Commission dated April 24, 2025 (incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 28, 2024).
23.1*		Consent of dbbmckennon.
23.2*		Consent of Perkins Coie LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page to the initial Registration Statement).
107*		Filing Fee Table.

	DEFI DEVELOPMENT CORP.

	By:	/s/ Joseph Onorati
		Joseph Onorati
		Chief Executive Officer

Name	Position	Date

/s/ Joseph Onorati	Chairman of the Board,	October 28, 2025
Joseph Onorati	Chief Executive Officer, and President
	(Principal Executive Officer)

/s/ Fei (John) Han	Chief Financial Officer	October 28, 2025
Fei (John) Han	(Principal Financial Officer and Principal Accounting Officer)

/s/ Blake Janover	Director and Chief Commercial Officer	October 28, 2025
Blake Janover

/s/ Zachary Tai	Director (Independent)	October 28, 2025
Zachary Tai

/s/ William Caragol	Director (Independent)	October 28, 2025
William Caragol

/s/ Thomas Perfumo	Director (Independent)	October 28, 2025
Thomas Perfumo

		Page
Article I DEFINITIONS		1
Section 1.01	Definitions.	1
Section 1.02	Other Definitions.	6
Section 1.03	Rules of Construction	6
Article II FORM OF WARRANT; BENEFICIAL INTERESTS		7
Section 2.01	Issuance and Registration.	7
Section 2.02	Warrant Certificates	9
Section 2.03	Warrant Register	9
Section 2.04	Transfer and Exchange.	9
Section 2.05	Definitive Warrants.	11
Section 2.06	Replacement Certificates	12
Section 2.07	Outstanding Warrants	13
Section 2.08	Cancellation	13
Section 2.09	CUSIP Numbers	13
Article III EXERCISE TERMS		13
Section 3.01	Exercise.	13
Section 3.02	Exercise Period.	14
Section 3.03	Expiration	15
Section 3.04	Manner of Exercise.	15
Section 3.05	Issuance of Warrant Shares.	16
Section 3.06	Fractional Warrant Shares	17
Section 3.07	Reservation of Warrant Shares.	17
Section 3.08	Beneficial Ownership Limitation	18
Section 3.09	Adjustments of Prices	18
Article IV ADJUSTMENT AND NOTICE PROVISIONS		19
Section 4.01	Adjustments.	19
Section 4.02	Calculation of Adjustments; Timing of Issuance of Additional Warrant Shares Upon Certain Adjustments; Adjustment Rules.	24
Section 4.03	Business Combinations and Reorganizations	24
Section 4.04	Notice of Adjustments	25
Section 4.05	Adjustment to Warrant Certificate	25
Section 4.06	Amendments.	25

Article V REGISTRATION OF WARRANT SHARES		27
Section 5.01	Effectiveness of Registration Statement	27
Section 5.02	Suspension	27
Section 5.03	Expenses	28
Article VI WARRANT AGENT		28
Section 6.01	Appointment of Warrant Agent	28
Section 6.02	Rights and Duties of Warrant Agent.	28
Section 6.03	Individual Rights of Warrant Agent	30
Section 6.04	Warrant Agent’s Disclaimer	30
Section 6.05	Compensation and Indemnity.	30
Section 6.06	Successor Warrant Agent.	31
Section 6.07	Bank Accounts	33
Section 6.08	Delivery of Warrant Exercise Price	33
Section 6.09	Further Assurances	33
Section 6.10	Force Majeure	33
Section 6.11	Confidentiality	33
Article VII MISCELLANEOUS		34
Section 7.01	Persons Benefiting	34
Section 7.02	Rights of Holders	34
Section 7.03	Notices	34
Section 7.04	Governing Law	35
Section 7.05	Successors	35
Section 7.06	Counterparts	35
Section 7.07	Severability	36
Section 7.08	Withholding Rights	36
Section 7.09	Calculations	36
Section 7.10	Limited Responsibility of Independent Advisor	36
Section 7.11	Entire Agreement	36

Term		Defined in Section
Additional Price Condition		3.02(e)
Agent Members		2.01(c)(ii)
Agreement		Preamble
Alternate Expiration Date Annulment		3.02(f)
Beneficial Ownership Limitation		3.08
Common Stock		Recitals
Common Stock Shelf Registration Statement		5.01
Company		Preamble
Distribution Record Date		Recitals
Early Expiration Date		3.02(b)
Early Expiration Price Condition Notice		3.02(c)
Excess Shares		3.08
Exercise Date		3.04(a)
Exercise Notice		3.04(a)(ii)
Exercise Suspension Period		5.01
Expiration Date		3.02(b)
Funds		7.07
Global Warrant		2.01(a)(iii)
Holders		Recitals
Issue Date		Recitals
Parties		Preamble
Party		Preamble
PDF		2.02
Spin-Off		4.01(c)(ii)
Stock Transfer Agent		3.05(a)
Unit of Reference Property		4.03
Valuation Period		4.01(c)(ii)
Valuation Trading Day		4.01(c)(ii)
Warrant Agent		Preamble
Warrant Distribution		Recitals
Warrant Register		2.03
Warrants		Recitals

WER₁	=	the Warrant Exercise Rate in effect at the open of business on the Ex-Date for such dividend or distribution, or at the open of business on the effective date of such subdivision, combination, consolidation or reclassification, as applicable;
WER₀	=	the Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution, or immediately prior to open of business on the effective date of such subdivision, combination, consolidation or reclassification, as applicable;
OS₁	=	the number of shares of Common Stock outstanding immediately after, and solely as a result of giving effect to, such dividend, distribution, subdivision, combination, consolidation or reclassification, as applicable;
OS₀	=	the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Date for such dividend or distribution or immediately prior to the open of business on the effective date of such subdivision, combination, consolidation or reclassification, as applicable (before giving effect to any such dividend, distribution, or subdivision, consolidation, combination or reclassification, as applicable).

	DEFI DEVELOPMENT CORP.

	By:	/s/ Fei (John) Han
	Name:	Fei (John) Han
	Title:	Chief Financial Officer

	COLONIAL STOCK TRANSFER COMPANY, INC.,
	as Warrant Agent

	By:	/s/ Jason Carter
	Name:	Jason Carter
	Title:	Vice President

Date:____________________________
	(Name of Owner)

	(Signature of Owner)¹

	(Street Address)

	(City) (State) (Zip Code)

Date:

	(Signature of Owner)²

	(Street Address)

	(City) (State) (Zip Code)

	Medallion Guarantee by:

Name in which new Warrant(s) should be registered:

(Name)

(Street Adress)

(City) (State)(Zip Code)

(social security or identifying number)

Date of Exercise or Exchange		Decrease in number of Warrants in this Global Warrant Certificate		Increase in number of Warrants in this Global Warrant Certificate		Number of Warrants in this Global Warrant Certificate following such change		Signature of authorized officer of Warrant Agent

	(a)	Our opinions are as of the date hereof, and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we disavow any undertaking to advise you of any changes in law.

	(b)	We express no opinion as to enforceability of any right or obligation to the extent such right or obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally; (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to or after the date hereof or considered in a proceeding in equity or at law; or (iii) the effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution.

	(c)	We do not express any opinions herein concerning any laws other than the laws in their current forms of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction and expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.